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






20F ITEM 19 Exhibit 4.X 

 SUBSCRIPTION AGREEMENT 

  (U.S. PERSONS)

  UNITS

	To:	Kimber Resources Inc. (the “Issuer”)
	 	 
	And To: 	Haywood Securities Inc. (the “Agent”) 
	 	 
	Re: 	Purchase and Sale of Units of the Issuer 




Dated For Reference: August 9, 2004


The undersigned (the “Purchaser”) hereby irrevocably
  subscribes for and agrees to purchase from the Issuer, subject to the terms
  and conditions set forth in Schedule “A” to this subscription (which,
  together with all appendices (the “Appendices”) attached hereto,
  shall be deemed to form a part of this subscription and shall be collectively
  referred to as the Agreement), that number of units (the “Units”)
  of the Issuer set out on page 2 hereof at a price of Cdn$1.50 per
  Unit. Each Unit shall consist of one common share in the capital of the Issuer
  and one-half of one common share purchase warrant (one whole warrant called
  a “Warrant”). Each Warrant shall be exercisable into one common
  share at a price of $1.80 for a term of 18 months after the Closing Date.


 The Purchaser and the Issuer hereby agree that the Units,
  and the subsequent offering thereof, shall have and be conducted on the terms
  and conditions specified in Schedule “A” hereto. The Purchaser hereby
  makes, on its own behalf and, if applicable, on behalf of others for whom it
  is contracting hereunder, the acknowledgments, representations and warranties
  set out in Schedule “A” hereto, and agrees that the Issuer and the
  Agent can rely on such acknowledgments, representations and warranties should
  this subscription offer be accepted. 


INSTRUCTIONS FOR COMPLETING THIS AGREEMENT PRIOR TO DELIVERY TO THE ISSUER 

	
1.      		 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.
      

	 
	
2.      		 All Purchasers must complete (i) the information
        required on page 3 with respect to subscription amounts and registration
        and delivery particulars; and (ii) the information required on page 4
        with respect to information regarding the Purchaser. 

	 
	
3.      		
Complete the applicable Appendices at the end of Schedule “A”:	
	 


	 	 (a)      	 Appendix I - Toronto Stock Exchange form “Private Placement Questionnaire
      and Undertaking”; and 
	 
	 	 (b)      	 Appendix II - “Accredited Investor Questionnaire (US Form)”;
    











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	 4.      	 Return this Agreement to the Agent at Suite 2000
        – 400 Burrard Street, Vancouver, British Columbia, V6C 3A6 with
        a certified cheque, money order or bank draft drawn on a Canadian chartered
        bank and made payable to the Agent in the aggregate amount of the subscription
        funds therefor, or in such other manner as may be provided for by the
        Agent. 












 3

 SUBSCRIPTION AMOUNTS

	No. of Units to be purchased at Cdn$1.50
      each	 
	 	 
	Total Subscription Funds for Units	 Cdn$ 


REGISTRATION AND DELIVERY (Complete Box A. For Broker
  registration, ALSO complete Box B): 

	 BOX A: PURCHASER INFORMATION AND SIGNATURE 
    	 	  
	 	 	 
	 (name of Purchaser)  	 	  
	 	 	 
	 (address – include city, province and postal
      code)  	 	  
	  	 	 X  
	 (contact name and telephone number)  	 	 (signature of Purchaser/authorized signatory) 
    
	 	 	 
	 (contact email address)  	 	 (if applicable, print name of signatory and office) 
    
	 	 	 
	 BOX B: FOR REGISTRATION THROUGH BROKER OR TRUSTEE 
    	 	  
	 in trust for  	 	  
	 (name of registered holder)  	 	 (name of beneficial holder)  
	 	 	 
	 (address of registered holder – include city,
      province and postal code)  	 	  
	 	 	 
	 (registered holder: contact name and phone number) 
    	 	  
	 	 	 
	 (registered holder: contact email address) 
    	 	  




	 If the Purchaser is acting
        as agent and registered holder for a principal and  is not a trust
        company or portfolio manager acting as trustee or agent for  fully
        managed accounts (in which event the Purchaser will ensure that the 
        applicable Appendices are completed on behalf of any such principal): 
      
	 	 If the securities subscribed
        for are to be delivered to an address other  than that provided in
        Box A or Box B above:  

	  	 	 
	  	 	 (name of addressee)  
	 (name of principal)  	 	  
	  	 	 
	  	 	 (address line 1)  
	 (address of principal - line 1)  	 	  
	  	 	 
	  	 	 (address line 2)  
	 (address of principal - line 2)  	 	  


 Execution by the Purchaser in Box A hereof shall constitute
  an irrevocable offer and agreement by the Purchaser to subscribe for the securities
  described herein on the terms and conditions herein set out. The Issuer shall
  be entitled to rely on the delivery of a facsimile copy of this Agreement, and
  acceptance by the Issuer of such facsimile Agreement shall be legally effective
  to create a valid and binding agreement between the Purchaser and the Issuer
  in accordance with the terms and conditions hereof. 

 ACCEPTANCE 

	 This subscription is accepted and agreed to by the 
    	 )  	 KIMBER RESOURCES INC.  
	  	 )  	  
	 Issuer as of the ________  day of _____________
      , 2004.  	 )  	  
	  	 )  	 Per:      _______________________________________
	  	 )  	                 Authorized
      Signatory  
	  	 )  	  











 4


INFORMATION REGARDING THE PURCHASER 


Please check the appropriate box (and complete the required information, if applicable) in each section: 

	
1.      		 Security Holdings. The Purchaser and all
        persons acting jointly and in concert with the Purchaser own, directly
        or indirectly, or exercises control or direction over (provide additional
        detail as applicable): 

	 


	 	 ̈	 ________________________ common shares of the
      Issuer and/or the following other kinds of shares and  convertible
      securities (including but not limited to convertible debt, warrants and
      options) entitling the  Purchaser to acquire additional common shares
      or other kinds of shares of the Issuer:  
	 	 	 
	 	 	 
	 	 	 
	 	 ̈	 No shares of the Issuer or securities convertible
      into shares of the Issuer.  











 SCHEDULE “A” 


1. DEFINITIONS 


1.1 In this Agreement, the following words have the following meanings unless otherwise indicated: 

	 	 (a)      	 “1933 Act” means the Securities Act of 1933 (United
      States of America), as amended; 
	 
	 	 (b)      	 “Agency Agreement” means the agency agreement to be
      entered between the Issuer and the Agent; 
	 
	 	 (c)      	 “Agent” means Haywood Securities Inc.; 
	 
	 	 (d)      	 “Agreement” means this subscription, including Schedule
      “A” and all Appendices hereto; 
	 
	 	 (e)      	 “BC Act” means the Securities Act (British
      Columbia), as amended, the regulations and rules made thereunder and all
      administrative policy statements, rules, instruments, blanket orders, notices,
      directions, and orders issued by the BC Securities Commission; 
	 
	 	 (f)      	 “Business Day” means any day except Saturday, Sunday,
      or a statutory holiday in Vancouver, British Columbia; 
	 
	 	 (g)      	 “Closing Date” means the day on which the Issuer issues
      the Shares and Warrants comprising the Units to the Purchaser; 
	 
	 	 (h)      	 “Commissions” means together, the BC, Alberta and
      Ontario Securities Commissions; 
	 
	 	 (i)      	 “Exchange” means the Toronto Stock Exchange; 
	 
	 	 (j)      	 “MI 45-102” means the Multilateral Instrument 45-102
      entitled “Resale of Securities” published by the Canadian Securities
      Administrators; 
	 
	 	 (k)      	 “MI 45-103” means the Multilateral Instrument 45-103
      entitled “Capital Raising Exemptions” published by the Canadian
      Securities Administrators; 
	 
	 	 (l)      	 “Private Placement” means the offering of the Units
      by way of private placement; 
	 
	 	 (m)      	 “Regulatory Authorities” means the Commissions, the
      Exchange and the Securities and Exchange Commission; 
	 
	 	 (n)      	 “Securities” means, collectively, the Units, the Shares,
      the Warrants, and the Warrant Shares; 
	 
	 	 (o)      	 “Shares” means the previously unissued common shares
      of the Issuer, as presently constituted, which will form part of the Units;
    
	 
	 	 (p)      	 “Units” means units of the Issuer consisting of one
      Share and one-half of one Warrant to be offered under the Private Placement;
    











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	 	 (q)      	 “Warrant Shares” means the previously
        unissued common shares of the Issuer, as presently constituted, which
        will be issued on the exercise of the Warrants; 

	 
	 	 (r)      	 “Warrants” means the share purchase
        warrants of the Issuer, which will form part of the Units and which will
        have the terms provided in this Agreement and in the certificates representing
        the share purchase warrants. 



 2. PURCHASE AND SALE OF UNITS 

 2.1 The Issuer is offering up to 1,000,000 Units plus an overallotment
  option of an additional 500,000 units at $1.50 per Unit. The offering price
  of the Units was determined by the Issuer and the Agent with regard to the pricing
  policies of the Exchange. Subject to the acceptance of the Exchange, the Issuer
  reserves the right to increase the size of the Private Placement at its discretion
  should the Private Placement be oversubscribed. 

 2.2 Each Unit will consist of one Share and one-half of one
  transferable Warrant. 

 2.3 At the same time that the Purchaser signs and delivers
  this Agreement, the Purchaser will complete, sign, and deliver to the Issuer:


	 	 (a)      	 a Private Placement Questionnaire and Undertaking attached as Appendix
      I; and 
	 
	 	 (b)      	 the U.S. Accredited Investor Questionnaire attached as Appendix II. 


 2.4 On the signing of this Agreement, the Purchaser will deliver
  to the Agent a certified cheque, money order or bank draft drawn on a Canadian
  chartered bank and made payable to the Agent representing the total purchase
  price of the Units subscribed for by the Purchaser under this Agreement. The
  Agent will hold the Purchaser’s subscription funds in trust pending closing
  of the Private Placement. If the Issuer declines to accept this Agreement or
  all of the conditions of purchase in section 4.1 of this Agreement are not fulfilled
  or waived, the Agent will return the subscription funds to the Purchaser without
  interest or deduction. 

 3. WARRANTS 

 3.1 Each full Warrant will entitle the Purchaser to purchase
  one Warrant Share at a price of Cdn$1.80 per Warrant Share, if exercised
  on or before 4:00 p.m. (Pacific Standard Time) on the first Business Day that
  is 18 months after the Closing Date. 

 3.2 The certificates representing the Warrants will refer
  to the terms and conditions which govern the Warrants and will include, among
  other things, provisions for the appropriate adjustment in the class, number,
  and price of the Warrant Shares issued on exercise of the Warrants if certain
  events occur, including any subdivision, consolidation, or reclassification
  of the Issuer's common shares, the payment of stock dividends, and the amalgamation
  of the Issuer. 








 3


3.3 If the Purchaser exercises any Warrants, the Issuer will, in accordance with the certificates representing the Warrants: 

	 	 (a)      	 issue to the Purchaser the number of Warrant Shares equal
      to the number of Warrants exercised; and 
	 
	 	 (b)      	 deliver to the Purchaser a share certificate representing the Warrant
      Shares. 


 3.4 Subject to the policies of the Exchange, 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. 


4. CONDITIONS OF PURCHASE 

 4.1 The Purchaser acknowledges that the Issuer’s obligation
  to sell the Units to the Purchaser is subject to, among other things, the conditions
  that: 

	 	 (a)      	 the Purchaser duly completes, signs, and delivers
        to the Issuer a copy of this Agreement, together with all documents required
        by applicable securities legislation and the Exchange for delivery on
        the Purchaser’s behalf, including without limitation the documents
        described in section 2.3 hereof; 

	 
	 	 (b)      	 the Issuer accepts this subscription; 

	 
	 	 (c)      	 the sale of the Units is exempt from the prospectus
        requirements under the B.C. Act and from the registration requirements
        under the 1933 Act, any other applicable securities legislation relating
        to the sale of the Units or all appropriate securities regulators issue
        all orders, consents, or approvals required to permit the sale without
        the Issuer having to register or file a prospectus or registration statement;
      

	 
	 	 (d)      	 the Purchaser’s representations and warranties
        remain true and correct as at the Closing Date; and 

	 
	 	 (e)      	 the Issuer satisfies each of the Agent’s conditions
        contained in the Agency Agreement on or before the Closing Date. 



 5. PURCHASER’S REPRESENTATIONS AND
  WARRANTIES 

 5.1 The Purchaser acknowledges, represents, warrants and covenants
  to and with the Issuer that, as at the date of this Agreement and at the Closing
  Date: 

	 	 (a)      	 The Issuer has not filed a prospectus with any of
        the Commissions or any other securities commission or similar authority
        in connection with the offering of the Units and that: 

	 


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

	 
	 	 	 (ii)      	 the Purchaser may not receive information that would
        otherwise be required to be provided to him under the Acts; 

	 
	 	 	 (iii)      	 the Issuer is relieved from certain obligations
        that it would otherwise be required to give if it provided a prospectus
        under the Acts; 












 4

	 	 	 (iv)      	 the issuance and sale of the Units to the Purchaser
        is subject to the sale being exempt from the prospectus requirements of
        the B.C. Act and the registration requirements of the 1933 Act; and 

	 
	 	 	 (v)      	 the Purchaser has not received nor been provided
        with, nor has it requested, nor does it have any need to receive, any
        offering memorandum, prospectus, sales or advertising literature or any
        other document purporting to describe the business and affairs of the
        Issuer which has been prepared for delivery to, and review by, prospectus
        purchasers of Units on order to assist in making an investment decision
        in respect of the Units. 

	 


	 	 (b)      	 The Purchaser is purchasing the Units as principal
        for its own account and not for the benefit of any other person and not
        with a view to the resale or distribution of all or any of the Securities;
      

	 
	 	 (c)      	 The Purchaser certifies that it is not resident
        in British Columbia and acknowledges that: 

	 


	 	 	 (i)      	 no securities commission or similar regulatory authority
        has reviewed or passed on the merits of the Securities; 

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

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

	 
	 	 	 (iv)      	 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; and 

	 
	 	 	 (v)      	 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 Acts and, as a consequence of acquiring Securities
        pursuant to this exemption, certain protections, rights and remedies provided
        by the Acts, including statutory rights of rescission or damages, will
        not be available to the Purchaser. 

	 


	 	 (d)      	 The Purchaser is knowledgeable of, or has been independently
        advised as to the applicable securities laws of the securities regulatory
        authorities (the “Authorities”) having application in the
        jurisdiction in which the Purchaser is resident (the “International
        Jurisdiction”) which would apply to the acquisition of the UnitsThe
        purchase of the Units has not been made through or as a result of, and
        the distribution of the Units has not been accompanied by, an advertisement
        in printed media of general and regular paid subscription, radio, or television.
      

	 
	 	 (e)      	 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 Units or the Warrant Shares; 

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

	 
	 	 	 (iv)      	 that the Securities will be listed and posted for
        trading on a stock exchange or that an application has been made to list
        and post the Securities for trading on a stock exchange, other than the
        Shares on the Exchange. 












 5

	 	 (f)      	 The Purchaser is not a “control person”
        of the Issuer as defined in the BC Act, 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 is resident in the jurisdiction indicated
        on the cover page to this Agreement. 

	 
	 	 (h)      	 The Purchaser acknowledges that the Securities have
        not been registered under the 1933 Act or the securities laws of any state
        of the United States, and may not be offered or sold in the United States
        unless registered under the 1933 Act and the securities laws of all applicable
        states of the United States or an exemption from such registration requirements
        is available, and that the Issuer has no obligation or present intention
        of filing a registration statement under the 1933 Act regarding any of
        the Securities. 

	 
	 	 (i)      	 The Purchaser has no knowledge of a “material
        fact” or “material change” (as those terms are defined
        in the Acts) in the Issuer’s affairs that has not been generally
        disclosed to the public, save knowledge of this particular transaction.
      

	 
	 	 (j)      	 If the Purchaser is an individual, the Purchaser
        has attained the age of majority and is legally competent to enter into
        and sign this Agreement and to take all actions required pursuant hereto,
        and if the Purchaser is a corporation, the Purchaser is duly incorporated
        and validly subsisting under the laws of its jurisdiction of incorporation,
        and its directors, shareholders, and others have given all necessary approvals
        to authorize the signing of this Agreement on the Purchaser’s behalf.
      

	 
	 	 (k)      	 The entering into of this 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 part or by which it is or may be bound. 

	 
	 	 (l)      	 The Purchaser has duly signed and delivered this
        Agreement and this Agreement constitutes a legal, valid, and binding agreement
        of the Purchaser enforceable against the Purchaser in accordance with
        its terms. 

	 
	 	 (m)      	 The Purchaser has obtained independent advice as
        to the applicable hold period imposed on the Securities by MI 45-102,
        other securities legislation (including, without limitation, any applicable
        U.S. federal and state securities laws) and the Exchange, and confirms
        that the Issuer has made no representations regarding the applicable hold
        periods for the Securities, and the Purchaser 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 MI
        45-102, other applicable securities legislation and the Exchange’s
        policies. 

	 
	 	 (n)      	 Although the Agent may have introduced the Purchaser
        to the Issuer, the Purchaser and the Issuer acknowledge and agree with
        and for the benefit of the Agent that: 

	 


	 	 	 (i)      	 the Agent and its directors, officers, employees,
        agents, and representatives have no responsibility or liability of any
        nature whatsoever for the accuracy or adequacy of the information contained
        in this Agreement, or any other publicly available information concerning
        the Issuer or as to whether the Issuer has generally disclosed all information
        concerning the Issuer that it was required to disclosed; 

	 
	 	 	 (ii)      	 the Agent has not engaged in any independent investigation
        or verification regarding this Agreement or any other information; 












 6

	 	 	 (iii)      	 the Agent is entitled to rely on the statements
        and answers of the Purchaser and the Issuer contained in this Agreement
        and in the Appendices, and that the Purchaser will hold harmless the Agent
        and the Issuer from any loss or damage it may suffer as a result of the
        Purchaser’s failure to correctly complete the Appendices; and 

	 
	 	 	 (iv)      	 the Purchaser and the Issuer release the Agent and
        any of its affiliates and any of the Agent’s directors, officers,
        and employees from any claims, losses, damages, liabilities (or actions
        in respect thereof), costs, and expenses that may arise in respect of
        this Agreement. 

	 


	 	 (o)      	 If required by applicable securities legislation,
        policy, or order or by any securities commission, stock exchange or other
        regulatory authority or the Issuer, the Purchaser will sign, deliver,
        file, and otherwise assist the Issuer in filing all reports, undertakings,
        and other documents required with respect to the issue of the Securities.
      

	 
	 	 (p)      	 The Purchaser makes the representations, warranties,
        covenants, and acknowledgements contained in this Agreement and in any
        other Appendices, documents, or materials signed and delivered by the
        Purchaser hereunder with the intent that the Issuer and its professional
        advisors may rely on them in determining the Purchaser’s eligibility
        or, if applicable, the eligibility of others on whose behalf the Purchaser
        is contracting to purchase the Units, and the Purchaser agrees to indemnify
        the Issuer against all losses, claims, costs, expenses, and damages or
        liabilities which the Issuer may suffer or incur caused by or arising
        from its reliance thereon. 

	 
	 	 (q)      	 The Purchaser agrees that the above representations,
        warranties, covenants, and acknowledgements will be true and correct both
        as of the signing date of this Agreement and as of the Closing Date and
        that they will survive the Purchaser’s purchase of the Units and
        will continue in full force and effect even if the Purchaser subsequently
        disposes of any of the Securities. The Purchaser undertakes to notify
        the Issuer immediately of any change in any representation, warranty,
        or other information relating to the Purchaser set forth herein which
        takes place before the Closing Date. 



 6. ISSUER’S REPRESENTATIONS AND WARRANTIES
  

 6.1 The Issuer represents and warrants that, as of the date
  of this Agreement and at the Closing Date: 

	 	 (a)      	 the Issuer and its subsidiaries, if any, are valid
        and subsisting corporations duly incorporated and in good standing under
        the laws of the jurisdiction in which they are incorporated, continued,
        or amalgamated; 

	 
	 	 (b)      	 the Issuer’s common shares are listed and
        posted for trading on the Exchange; 

	 
	 	 (c)      	 the Issuer is presently a reporting issuer in British
        Columbia, Alberta and Ontario and will use reasonable efforts to remain
        a reporting issuer who is not in default of the requirements of the Acts;
      

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

	 
	 	 (e)      	 the Issuer will reserve sufficient shares in its
        treasury to issue the Shares and the Warrant Shares on exercise of the
        Warrants; 












 7

	 	 (f)      	 except as qualified by the disclosure in all prospectuses,
        filing statements, annual information forms, financial statements and
        news releases filed with any of the Regulatory Authorities (collectively,
        the “Disclosure Record”), the Issuer is the beneficial owner
        of the properties, business, and assets or the interests in the properties,
        business, or assets referred to in the Disclosure Record, all agreements
        by which the Issuer holds an interest in a property, business, or assets
        are in good standing according to their terms, and the properties are
        in good standing under the applicable laws of the jurisdictions in which
        they are situated; 

	 
	 	 (g)      	 the Disclosure Record, the Agreement, and all other
        written representations made by the Issuer to the Purchaser in connection
        with the Private Placement are and will be accurate in all material respects
        and omit no fact, the omission of which does or will make representations
        misleading or incorrect; 

	 
	 	 (h)      	 the financial statements most recently filed with
        the Commission have been prepared in accordance with generally accepted
        accounting principles in Canada, accurately reflect the Issuer’s
        financial position and all of its material liabilities (accrued, absolute,
        contingent, or otherwise) as at the date thereof, and no adverse material
        changes in the Issuer’s financial position have taken place since
        the date thereof, save in the ordinary course of the Issuer's business;
      

	 
	 	 (i)      	 the Issuer will use its best efforts to seek and
        obtain the acceptance for the Private Placement by the Exchange and will
        make all filings required under the exemptions from registration and prospectus
        requirements available under the Acts in respect of the Private Placement;
      

	 
	 	 (j)      	 there is no “material change”, as defined
        in the BC Act, relating to the Issuer or change in any “material
        fact”, as defined in the BC Act, relating to any of the Securities
        which has not been or will not be fully disclosed in accordance with the
        requirements of the Acts and the policies of the Exchange; 

	 
	 	 (k)      	 the issue and sale of the Securities by the Issuer
        do not and will not conflict with, and do not and will not result in a
        breach of, any of the terms of the Issuer's incorporating documents or
        any agreement or instrument to which the Issuer is a party; 

	 
	 	 (l)      	 neither the Issuer nor any of its subsidiaries is
        a party to any actions, suits, or proceedings which could materially affect
        its business or financial condition, and to the best of the Issuer's knowledge,
        no such actions, suits or proceedings are contemplated or have been threatened
        except as disclosed in the Disclosure Record; 

	 
	 	 (m)      	 there are no judgements against the Issuer or any
        of its subsidiaries, if any, which are unsatisfied, nor are there any
        consent decrees or injunctions to which the Issuer or any of its subsidiaries,
        if any, is subject; 

	 
	 	 (n)      	 the Issuer has, or will have by the Closing Date,
        authorized this Agreement by all necessary corporate action, and the Issuer
        has full corporate power and authority to undertake the Private Placement;
      












 8

	 	 (o)      	 no order ceasing or suspending trading in securities
        of the Issuer nor prohibiting the sale of securities has been issued to
        and is outstanding against the Issuer or its directors, officers, or promoters
        and no investigations or proceedings for such purposes are pending or
        threatened; 

	 
	 	 (p)      	 except as disclosed in the Disclosure Record or
        to the Regulatory Authorities, no person has any right, agreement, or
        option, present or future, contingent or absolute, or any right capable
        of becoming a right, agreement, or option, for the issue or allotment
        of any unissued shares of the Issuer or its subsidiaries, if any, or any
        other security convertible into or exchangeable for any shares, or to
        require the Issuer or its subsidiaries, if any, to purchase, redeem, or
        otherwise acquire any of its issued and outstanding shares; 

	 
	 	 (q)      	 the Securities will be subject to a hold period
        in British Columbia expiring four months from the Closing Date; and 

	 
	 	 (r)      	 the representations and warranties made by the Issuer
        to the Agent in the Agency Agreement will be true an correct as of the
        Closing Date and the Purchaser is entitled to rely thereon as if the Purchaser
        were a party thereto. 



 7. RESALE RESTRICTIONS 

 7.1 The Purchaser acknowledges that the Securities will be
  subject to restrictions on resale imposed by MI 45-102 and other applicable
  securities legislation until: 

	 	 (a)      	 the applicable statutory hold period has expired,
        which in British Columbia will be four months from the issue date of the
        Shares and Warrants; or 

	 
	 	 (b)      	 a further statutory exemption under the BC Act or
        applicable securities legislation is available to the Purchaser and the
        prior consent of the Exchange is obtained; or 

	 
	 	 (c)      	 an appropriate discretionary order is obtained under
        applicable securities legislation and the prior consent of the Exchange
        is obtained; or 

	 
	 	 (d)      	 the Purchaser, if a control person, has satisfied
        all conditions relating to sales by control persons set out in MI 45-102.
      



 7.2 The Purchaser agrees to consult his own legal advisors
  regarding the statutory resale restrictions applicable to the Securities before
  the resale of any of the Securities. The Issuer makes no representation regarding
  resale restrictions under applicable U.S. federal and state securities laws.


 7.3 The certificates representing the Securities will bear
  a legend denoting the resale restrictions imposed by MI 45-102, other applicable
  securities legislation and the Exchange. The said certificates will also bear
  a legend under applicable U.S. federal securities laws as follows: 


   “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 Purchaser agrees to sell, assign, or transfer the Securities
  only in accordance with these legends and the requirements of MI 45-102, other
  applicable securities legislation and the Exchange. 








 9


8. SELLING AGENTS AND FINDERS 

 8.1 Pursuant to the Agency Agreement to be entered into between
  the Issuer and the Agent, the Issuer has engaged the Agent to act as the sole
  and exclusive agent for the Private Placement on a best efforts basis. The Purchaser
  acknowledges and agrees that the Agent will receive a commission, payable in
  cash of 8% of the gross proceeds of the Private Placement and non-transferable
  warrants (the “Agent's Warrants”) entitling the Agent to purchase
  a number of Units (the “Agent's Units”) equal to 10% of the number
  of Units sold in the Private Placement by the Agent at a price of Cdn$1.80
  per Agent's Unit for a period of 18 months after the Closing Date. The Agent
  will also receive a Corporate Finance Fee of 40,000 Units plus GST. 


9. APPOINTMENT OF AGENT 


9.1 The Purchaser (and others for whom the Purchaser is contracting for hereunder) hereby irrevocably authorizes the Agent: 

	 	 (a)      	 to complete and correct any information contained
        in this Agreement, and any other document prepared by the Purchaser in
        connection with the Private Placement, which may require completion or
        correction; 

	 
	 	 (b)      	 to negotiate, settle and amend the form of the Warrant
        Certificate and any other agreement entered into or to be entered into
        in connection with this transaction; 

	 
	 	 (c)      	 to negotiate and waive, in whole or in part, or
        extend the time for compliance with, any of the Issuer's representations,
        warranties or covenants or closing conditions, given or made by the Issuer
        for the benefit of the Purchaser, including but not limited to those contained
        herein, in the Agency Agreement and any other agreement, instrument or
        document entered into by the Agent or the Purchaser in connection with
        this subscription or the Private Placement, all in such manner and on
        such terms and conditions as the Agent may determine, acting reasonably,
        without in any way affecting the Purchaser's obligations or the obligations
        of such others hereunder; 

	 
	 	 (d)      	 to act as the Purchaser's representative at the
        closing of the Private Placement to, among other things, receive certificates
        representing the Securities subscribed for by the Purchaser, and to swear,
        execute and file any receipts or other required documentation on behalf
        of the Purchaser, and 

	 
	 	 (e)      	 to terminate this Agreement on behalf of the Purchaser
        in the event that any condition precedent to the completion of the Private
        Placement has not been satisfied by the date set therefor. 



 9.2 Although the Agent may have introduced the Purchaser to
  the Issuer, the Purchaser acknowledges and agrees with, and for the benefit
  of, the Agent, such acknowledgments and agreements to survive Closing Date,
  that: 

	 	 (a)      	 the Agent and its directors, officers, employees, agents and representatives
      have no responsibility or liability of any nature whatsoever for the accuracy
      or adequacy of the Disclosure Record, or as to whether all information concerning
      the Issuer that is required to be publicly disclosed by it has been generally
      disclosed; 
	 
	 	 (b)      	 the Agent has not engaged in any independent verification with respect
      to the information contained in the Disclosure Record; and 











 10

	 	 (c)      	 the Agent is entitled to rely on the statements, covenants and answers
      of the Purchaser and the Issuer contained in this Agreement, and that the
      Purchaser will hold harmless the Agent and the Issuer from any loss or damage
      they may suffer whatsoever as a result of the Purchaser's failure to accurately
      complete any of the information required to be completed by the Purchaser
      herein. 


 10. CLOSING DATE 

 10.1 The Closing Date will take place on September 9, 2004,
  unless the Issuer and the Agent otherwise agree. 

 10.2 On the Closing Date, the Issuer will issue and deliver
  to the Agent, on behalf of the Purchaser the certificates representing the Shares
  and Warrants purchased by the Purchaser registered as instructed on page 2 of
  this Agreement. 

 11. COLLECTION OF PERSONAL INFORMATION.


 11.1 The Purchaser acknowledges and consents to the fact that
  the Issuer and/or the Agent are collecting and will use and disclose the Purchaser’s
  personal information for the purpose of fulfilling this Agreement and for the
  purpose of complying with applicable securities laws. The Purchaser further
  acknowledges and consents to the fact that the Issuer and/or the Agent may be
  required by the applicable securities laws to provide the Regulatory Authorities
  or other authorities pursuant to the Proceeds of Crime (Money Laundering)
  Act (Canada) with any personal information provided by the Purchaser. 

 12. NOTICE 

 12.1 Any notice under this Agreement will be given in writing
  and must be delivered, sent by facsimile transmission, or mailed by prepaid
  post and addressed to the party to which notice is to be given at the address
  indicated above, or at another address designated by the party in writing. 

 12.2 If notice is sent by facsimile transmission or is delivered,
  it will be deemed to have been given at the time of transmission or delivery.


 12.3 If notice is mailed, it will be deemed to have been received
  48 hours following the date of mailing of the notice. 

 12.4 If there is an interruption in normal mail service due
  to strike, labour unrest, or other cause at or prior to the time a notice is
  mailed, the notice will be sent by facsimile transmission or will be delivered.


 13. MISCELLANEOUS 

 13.1 A party may not assign this Agreement without the other
  party’s written consent. 

 13.2 All references to currency refer to Canadian dollars.


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

 13.4 Except as expressly provided in this Agreement and in
  the agreements, instruments, and other documents contemplated or provided for
  herein, this Agreement contains the entire agreement between the parties regarding
  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. 








 11

 13.5 The parties to this Agreement may amend this Agreement
  only in writing. 

 13.6 This Agreement enures to the benefit of and is binding
  on the parties to this Agreement and their successors and permitted assigns.


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

 13.8 This Agreement will be governed by and construed in accordance
  with the laws of British Columbia and the parties irrevocably attorn and submit
  to the jurisdiction of the court of British Columbia with respect to any dispute
  related to this Agreement. 

 13.9 The parties may sign this Agreement in any number of
  counterparts and may deliver this Agreement by facsimile, all of which, when
  taken together, will be deemed to be one and the same document. 








 APPENDIX I 

 THE TORONTO STOCK EXCHANGE 

 PRIVATE PLACEMENT QUESTIONNAIRE AND UNDERTAKING 

 To be completed by each proposed private placement purchaser
  of listed securities or securities which are convertible into listed securities.


 Questionnaire 


1. Description of Transaction 

	 	 (a)      	 Name of issuer of the Securities _______________________________________________________________
	 	 	 
	 	 (b)      	 Number and Class of Securities to be Purchased ___________________________________________________
	 	 	 
	 	 (c)      	 Purchase Price ____________________________________________________________________________



2. Details of Purchaser 

	 	 (a)      	 Name of Purchaser _______________________________________________________________
	 	 	 
	 	 (b)      	 Address _______________________________________________________________
	 	 	 
	 	 (c)      	 Names and addresses of persons having a greater than 10% beneficial interest
      in the purchaser __________________________________________________
	 	 	 
	 	 	 



3. Relationship to Issuer 

	 	 (a)      	 Is the purchaser (or any person named in response
        to 2(c) above) an insider of the issuer for the purposes of the Ontario
        Securities Act (before giving effect to this private placement)? If so,
        state the capacity in which the purchaser (or person named in response
        to 2(c)) qualifies as an insider __________________________________________________

	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 (b)      	 If the answer to (a) is "no", are the purchaser
        and the issuer controlled by the same person or company? If so, give details
        ______________________________________

	 	 	 
	 	 	 











 2

	 4 .  Dealings of Purchaser in Securities of the
      Issuer  
	  
	 Give details of all trading
        by the purchaser, as principal, in the securities of the issuer (other
        than debt  securities which are not convertible into equity securities),
        directly or indirectly, within the 60 days  preceding the date hereof. 
        _____________________________________________________________________________________________

	 
	 


 Undertaking 


To: The Toronto Stock Exchange 

 The undersigned has subscribed for and agreed to purchase,
  as principal, the securities described in Item 1 of this Private Placement Questionnaire
  and Undertaking. 

 The undersigned undertakes not to sell or otherwise dispose
  of any of the said securities so purchased or any securities derived therefrom
  for a period of four months from the date of the closing of the transaction
  herein or for such period as is prescribed by applicable securities legislation,
  whichever is longer, without the prior consent of The Toronto Stock Exchange
  and any other regulatory body having jurisdiction. 

 DATED at __________________________ , _____________________________ , this
  _________ day of ______________________ , 200___. 

	 	 
	 	 (Name of Purchaser -- please print) 
    
	 	  
	 	  
	 	 (Authorized Signature)  
	 	  
	 	  
	 	 (Official Capacity -- please print) (Please print 
    
	 	 name of individual whose signature appears 
    
	 	 above, if different from name of purchaser 
    
	 	 printed above)  











 APPENDIX II 

 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  












 2

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


 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 _______________ 2004. 

	 	 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)  












3

 SUBSCRIPTION AGREEMENT 

  (NON-U.S. PERSONS) 

  UNITS

	To:	Kimber Resources Inc. (the “Issuer”)
	 	 
	And To: 	Haywood Securities Inc. (the “Agent”) 
	 	 
	Re: 	Purchase and Sale of Units of the Issuer 




Dated For Reference: August 9, 2004


The undersigned (the “Purchaser”) hereby irrevocably
  subscribes for and agrees to purchase from the Issuer, subject to the terms
  and conditions set forth in Schedule “A” to this subscription (which,
  together with all appendices (the “Appendices”) attached hereto,
  shall be deemed to form a part of this subscription and shall be collectively
  referred to as the Agreement), that number of units (the “Units”)
  of the Issuer set out on page 2 hereof at a price of Cdn$1.50 per
  Unit. Each Unit shall consist of one common share in the capital of the Issuer
  and one-half of one common share purchase warrant (one whole warrant called
  a “Warrant”). Each Warrant shall be exercisable into one common
  share at a price of $1.80 for a term of 18 months after the Closing Date.


 The Purchaser and the Issuer hereby agree that the Units,
  and the subsequent offering thereof, shall have and be conducted on the terms
  and conditions specified in Schedule “A” hereto. The Purchaser hereby
  makes, on its own behalf and, if applicable, on behalf of others for whom it
  is contracting hereunder, the acknowledgments, representations and warranties
  set out in Schedule “A” hereto, and agrees that the Issuer and the
  Agent can rely on such acknowledgments, representations and warranties should
  this subscription offer be accepted. 


INSTRUCTIONS FOR COMPLETING THIS AGREEMENT PRIOR TO DELIVERY TO THE ISSUER 

	 5.      	 All Purchasers must complete (i) the information
        required on page 2 with respect to subscription amounts and registration
        and delivery particulars; and (ii) the information required on page 3
        with respect to information regarding the Purchaser. 

	 
	 6.      	 Complete the applicable Appendices at
        the end of Schedule “A”: 

	 
	 	 (a)      	 All Purchasers resident in British Columbia or Alberta
        must complete Appendix I – “British Columbia
        / Alberta Certificate” and any further forms required therein.
      

	 
	 	 (b)      	 All Purchasers resident in Ontario must complete
        Appendix II – “Ontario Certificate” and
        any further forms required therein. 

	 
	 	 (c)      	 All Purchasers must complete Appendix III
        – "Private Placement Questionnaire and Undertaking" for
        filing with the Toronto Stock Exchange. 

	 
	 7.      	 Return this Agreement to the Agent at
        Suite 2000 – 400 Burrard Street, Vancouver, British Columbia, V6C
        3A6 with a certified cheque, money order or bank draft drawn on a Canadian
        chartered bank and made payable to the Agent in the aggregate amount of
        the subscription funds therefore, or in such other manner as may be provided
        for by the Agent. 












 4

SUBSCRIPTION AMOUNTS  

	No. of Units to be purchased at Cdn$1.50
      each	 
	 	 
	Total Subscription Funds for Units	 Cdn$ 


REGISTRATION AND DELIVERY (Complete Box A. For Broker
  registration, ALSO complete Box B): 

	 BOX A: PURCHASER INFORMATION AND SIGNATURE 
    	 	  
	 	 	 
	 (name of Purchaser)  	 	  
	 	 	 
	 (address – include city, province and postal
      code)  	 	  
	  	 	 X  
	 (contact name and telephone number)  	 	 (signature of Purchaser/authorized signatory) 
    
	 	 	 
	 (contact email address)  	 	 (if applicable, print name of signatory and office) 
    
	 	 	 
	 BOX B: FOR REGISTRATION THROUGH BROKER OR TRUSTEE 
    	 	  
	 in trust for  	 	  
	 (name of registered holder)  	 	 (name of beneficial holder)  
	 	 	 
	 (address of registered holder – include city,
      province and postal code)  	 	  
	 	 	 
	 (registered holder: contact name and phone number) 
    	 	  
	 	 	 
	 (registered holder: contact email address) 
    	 	  




	 If the Purchaser is acting
        as agent and registered holder for a principal and  is not a trust
        company or portfolio manager acting as trustee or agent for  fully
        managed accounts (in which event the Purchaser will ensure that the 
        applicable Appendices are completed on behalf of any such principal): 
      
	 	 If the securities subscribed
        for are to be delivered to an address other  than that provided in
        Box A or Box B above:  

	  	 	 
	  	 	 (name of addressee)  
	 (name of principal)  	 	  
	  	 	 
	  	 	 (address line 1)  
	 (address of principal - line 1)  	 	  
	  	 	 
	  	 	 (address line 2)  
	 (address of principal - line 2)  	 	  


 Execution by the Purchaser in Box A hereof shall constitute
  an irrevocable offer and agreement by the Purchaser to subscribe for the securities
  described herein on the terms and conditions herein set out. The Issuer shall
  be entitled to rely on the delivery of a facsimile copy of this Agreement, and
  acceptance by the Issuer of such facsimile Agreement shall be legally effective
  to create a valid and binding agreement between the Purchaser and the Issuer
  in accordance with the terms and conditions hereof. 

 ACCEPTANCE 

	 This subscription is accepted and agreed to by the 
    	 )  	 KIMBER RESOURCES INC.  
	  	 )  	  
	 Issuer as of the ________  day of _____________
      , 2004.  	 )  	  
	  	 )  	 Per:      _______________________________________
	  	 )  	                 Authorized
      Signatory  
	  	 )  	  












 5

 INFORMATION REGARDING THE PURCHASER 

 Please check the appropriate box (and complete the required information, if
  applicable) in each section: 

	 1.      	 Security Holdings. The Purchaser and all
        persons acting jointly and in concert with the Purchaser own, directly
        or indirectly, or exercises control or direction over (provide additional
        detail as applicable): 

	 


	 	 ̈	 ________________________ common shares of the
      Issuer and/or the following other kinds of shares and  convertible
      securities (including but not limited to convertible debt, warrants and
      options) entitling the  Purchaser to acquire additional common shares
      or other kinds of shares of the Issuer:  
	 	 	 
	 	 	 
	 	 	 
	 	 ̈	 No shares of the Issuer or securities convertible
      into shares of the Issuer.  










 SCHEDULE “A” 


14. DEFINITIONS 


14.1 In this Agreement, the following words have the following meanings unless otherwise indicated: 

	 	 (a)    	 “1933 Act” means the Securities
        Act of 1933 (United States of America), as amended; 

	 
	 	 (b)      	 “Acts” means, collectively, the
        BC Act, the Alberta Act and the Ontario Act; 

	 
	 	 (c)      	 “Agency Agreement” means the
        agency agreement to be entered between the Issuer and the Agent; 

	 
	 	 (d)      	 “Agent” means Haywood Securities
        Inc.; 

	 
	 	 (e)      	 “Agreement” means this subscription,
        including Schedule “A” and all Appendices hereto; 

	 
	 	 (f)      	 “Alberta Act” means the Securities
        Act (Alberta), as amended, the regulations and rules made thereunder
        and all administrative policy statements, rules, instruments, blanket
        orders, notices, directions, and orders issued by the Alberta Securities
        Commission; 

	 
	 	 (g)      	 “BC Act” means the Securities
        Act (British Columbia), as amended, the regulations and rules made
        thereunder and all administrative policy statements, rules, instruments,
        blanket orders, notices, directions, and orders issued by the BC Securities
        Commission; 

	 
	 	 (h)      	 “Business Day” means any day
        except Saturday, Sunday, or a statutory holiday in Vancouver, British
        Columbia; 

	 
	 	 (i)      	 “Closing Date” means the day
        on which the Issuer issues the Shares and Warrants comprising the Units
        to the Purchaser; 

	 
	 	 (j)      	 “Commissions” means together,
        the BC, Alberta and Ontario Securities Commissions; 

	 
	 	 (k)      	 “Exchange” means the Toronto
        Stock Exchange; 

	 
	 	 (l)      	 “MI 45-102” means the Multilateral
        Instrument 45-102 entitled “Resale of Securities” published
        by the Canadian Securities Administrators; 

	 
	 	 (m)      	 “MI 45-103” means the Multilateral
        Instrument 45-103 entitled “Capital Raising Exemptions” published
        by the Canadian Securities Administrators; 

	 
	 	 (n)      	 “Ontario Act” means the Securities
        Act (Ontario), as amended, the regulations and rules made thereunder;
      

	 
	 	 (o)      	 “Private Placement” means the
        offering of the Units by way of private placement; 

	 
	 	 (p)      	 “Regulatory Authorities” means
        the Commissions and the Exchange; 

	 
	 	 (q)      	 “Rule 45-501” means Rule 45-501
        entitled “Exempt Distributions” published by the Ontario Securities
        Commission; 












 2

	 	 (r)      	 “Securities” means, collectively,
        the Units, the Shares, the Warrants, and the Warrant Shares; 

	 
	 	 (s)      	 “Shares” means the previously
        unissued common shares of the Issuer, as presently constituted, which
        will form part of the Units; 

	 
	 	 (t)      	 “Units” means units of the Issuer
        consisting of one Share and one-half of one Warrant to be offered under
        the Private Placement; 

	 
	 	 (u)      	 “Warrant Shares” means the previously
        unissued common shares of the Issuer, as presently constituted, which
        will be issued on the exercise of the Warrants; 

	 
	 	 (v)      	 “Warrants” means the share purchase
        warrants of the Issuer, which will form part of the Units and which will
        have the terms provided in this Agreement and in the certificates representing
        the share purchase warrants. 



 15. PURCHASE AND SALE OF UNITS 

 15.1 The Issuer is offering up to 1,000,000 Units plus an
  overallotment option of an additional 500,000 units at $1.50 per Unit. The
  offering price of the Units was determined by the Issuer and the Agent with
  regard to the pricing policies of the Exchange. Subject to the acceptance of
  the Exchange, the Issuer reserves the right to increase the size of the Private
  Placement at its discretion should the Private Placement be oversubscribed.


 15.2 Each Unit will consist of one Share and one-half of one
  transferable Warrant. 

 15.3 At the same time that the Purchaser signs and delivers
  this Agreement, the Purchaser will complete, sign, and deliver to the Issuer:


	 	 (a)      	 a Private Placement Questionnaire and Undertaking
        attached as Appendix III; 

	 
	 	 (b)      	 if the Purchaser is resident in British Columbia
        or Alberta, the British Columbia/Alberta Certificate attached as Appendix
        I; and 

	 
	 	 (c)      	 if the Purchaser is resident in Ontario, the Ontario
        Certificate attached as Appendix II. 



 15.4 On the signing of this Agreement, the Purchaser will
  deliver to the Agent a certified cheque, money order or bank draft drawn on
  a Canadian chartered bank and made payable to the Agent representing the total
  purchase price of the Units subscribed for by the Purchaser under this Agreement.
  The Agent will hold the Purchaser’s subscription funds in trust pending
  closing of the Private Placement. If the Issuer declines to accept this Agreement
  or all of the conditions of purchase in section 4.1 of this Agreement are not
  fulfilled or waived, the Agent will return the subscription funds to the Purchaser
  without interest or deduction. 

 16. WARRANTS 

 16.1 Each full Warrant will entitle the Purchaser to purchase
  one Warrant Share at a price of Cdn$1.80 per Warrant Share, if exercised
  on or before 4:00 p.m. (Pacific Standard Time) on the first Business Day that
  is 18 months after the Closing Date. 

 16.2 The certificates representing the Warrants will refer
  to the terms and conditions which govern the Warrants and will include, among
  other things, provisions for the appropriate adjustment in the class, number,
  and price of the Warrant Shares issued on exercise of the Warrants if certain
  events 








 3

 occur, including any subdivision, consolidation, or reclassification
  of the Issuer's common shares, the payment of stock dividends, and the amalgamation
  of the Issuer. 

 16.3 If the Purchaser exercises any Warrants, the Issuer will,
  in accordance with the certificates representing the Warrants: 

	 	 (a)      	 issue to the Purchaser the number of Warrant Shares equal to the number
      of Warrants exercised; and 
	 
	 	 (b)      	 deliver to the Purchaser a share certificate representing the Warrant
      Shares. 


 16.4 Subject to the policies of the Exchange, 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. 


17. CONDITIONS OF PURCHASE 

 17.1 The Purchaser acknowledges that the Issuer’s obligation
  to sell the Units to the Purchaser is subject to, among other things, the conditions
  that: 

	 	 (a)      	 the Purchaser duly completes, signs, and delivers
        to the Issuer a copy of this Agreement, together with all documents required
        by applicable securities legislation and the Exchange for delivery on
        the Purchaser’s behalf, including without limitation the documents
        described in section 2.3 hereof; 

	 
	 	 (b)      	 the Issuer accepts this subscription; 

	 
	 	 (c)      	 the sale of the Units is exempt from the prospectus
        requirements under the Acts and any other applicable securities legislation
        relating to the sale of the Units or all appropriate securities regulators
        issue all orders, consents, or approvals required to permit the sale without
        the Issuer having to register or file a prospectus; 

	 
	 	 (d)      	 the Purchaser’s representations and warranties
        remain true and correct as at the Closing Date; and 

	 
	 	 (e)      	 the Issuer satisfies each of the Agent’s conditions
        contained in the Agency Agreement on or before the Closing Date. 



 18. PURCHASER’S REPRESENTATIONS AND
  WARRANTIES 

 18.1 The Purchaser acknowledges, represents, warrants and
  covenants to and with the Issuer that, as at the date of this Agreement and
  at the Closing Date: 

	 	 (a)      	 The Issuer has not filed a prospectus
        with any of the Commissions or any other securities commission or similar
        authority in connection with the offering of the Units and that: 

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

	 
	 	 	 (ii)      	 the Purchaser may not receive information that would
        otherwise be required to be provided to him under the Acts; 

	 
	 	 	 (iii)      	 the Issuer is relieved from certain obligations
        that it would otherwise be required to give if it provided a prospectus
        under the Acts; 












 4

	 	 	 (iv)      	 the issuance and sale of the Units to the Purchaser is subject to the
      sale being exempt from the prospectus requirements of the Acts; and 
	 
	 	 	 (v)      	 the Purchaser has not received nor been provided with, nor has it requested,
      nor does it have any need to receive, any offering memorandum, prospectus,
      sales or advertising literature or any other document purporting to describe
      the business and affairs of the Issuer which has been prepared for delivery
      to, and review by, prospectus purchasers of Units on order to assist in
      making an investment decision in respect of the Units. 
	 


	 	 (b)      	 If the Purchaser is a resident of British Columbia, then either: 
	 


	 	 	 (i)      	 the Purchaser is purchasing the Units as principal
        for its own account and not for the benefit of any other person and not
        with a view to the resale or distribution of all or any of the Securities
        and is an “accredited investor” as defined in MI 45-103, and
        the Purchaser has completed , signed and delivered to the Issuer, an Appendix
        I – British Columbia/Alberta Certificate; or 

	 
	 	 	 (ii)      	 the Purchaser is purchasing the Units as principal
        for its own account and not for the benefit of any other person and not
        with a view to the resale of distribution of all or any of the Securities
        and is either: 

	 


	 	 	 	 (A)      	 a director, senior officer or control person of
        the Issuer or andaffiliate of the Issuer; 

	 
	 	 	 	 (B)      	 a spouse, parent, grandparent, brother, sister or
        child of a director, senior officer or control person of the Issuer or
        an affiliate of the Issuer; or 

	 
	 	 	 	 (C)      	 a parent, grandparent, brother, sister or child
        of the spouse of a director, senior officer or control person of the Issuer
        or an affiliate of the Issuer; or 

	 
	 	 	 	 (D)      	 a close personal friend of a director, senior officer
        or control person of the Issuer or an affiliate of the Issuer; or 

	 
	 	 	 	 (E)      	 a close business associate of a director, senior
        officer or control person of the Issuer or an affiliate of the Issuer;
        or 

	 
	 	 	 	 (F)      	 a founder of the Issuer or a spouse, parent, grandparent,
        brother, sister, child, close personal friend or close business associate
        of a founder of the Issuer; or 

	 
	 	 	 	 (G)      	 a parent, grandparent, brother, sister or child
        of the spouse of a founder of the Issuer; or 

	 
	 	 	 	 (H)      	 a company of which a majority of the voting securities
        are beneficially owned by or a majority of the directors are persons or
        companies described in paragraphs (A) to (G) above; or 

	 
	 	 	 	 (I)      	 a trust or estate of which all the beneficiaries
        or a majority of the trustees are persons or companies described in paragraphs
        (A) to (G) above; 





	 	 	 	and the Purchaser has completed, signed and delivered
        to the Issuer, an Appendix I – British Columbia/Alberta Certificate;
        or 











 5

	 	 	 (iii)      	 the Purchaser is purchasing sufficient Units so
        that the aggregate acquisition cost of the Units to the Purchaser is not
        less than $97,000, and if the Purchaser is not an individual, the
        Purchaser is not a corporation, partnership, trust, fund, association,
        or any other organized group of persons created solely or used primarily
        to permit the purchase of the Units (or other similar purchases) without
        a prospectus by a group of individuals whose individual share of the aggregate
        acquisition cost of the Units is less than $97,000 and is either:
      

	 


	 	 	 	 (A)      	 purchasing the Units as principal for investment
        purposes, for its own account and not for the benefit of any other person
        and not with a view to the resale of distribution of all or any of the
        Securities, and it will be the sole beneficial owner of the Securities;
        or 

	 
	 	 	 	 (B)      	 not purchasing the Units as principal, but is duly
        authorized to enter into this Agreement and to sign all documents in connection
        with the purchase on behalf of each beneficial purchaser, and it acknowledges
        that the Issuer may in the future be required by law to disclose on a
        confidential basis to securities regulatory authorities the identity of
        each beneficial purchaser of the Units for whom it is acting, and is either:
      

	 


	 	 	 	 	 (1)      	 a trust company, insurance company or a portfolio
        manager which is deemed under the BC Act to be purchasing the Units as
        principal and the aggregate acquisition cost of the Units purchased for
        all the accounts managed by it is not less than $97,000; or 

	 
	 	 	 	 	 (2)      	 acting as agent for one or more disclosed principals,
        each of whom is purchasing a portion of the Units: (i) as principal for
        its own account; (ii) not for the benefit of any other person; (iii) not
        with a view to the resale or distribution of all or any of the Securities
        and (iv) sufficient in number so the aggregate acquisition cost of such
        Units for such principal is not less than $97,000, and the principal
        is not a corporation, syndicate, partnership, or other form of incorporated
        or unincorporated entity or organization created solely to permit the
        purchase of such Units (or other similar purchases) by a group of individuals
        whose individual share of the aggregate acquisition cost of such Units
        is less than $97,000; or 

	 


	 	 (c)      	 If the Purchaser is a resident of Alberta, then either: 
	 


	 	 	 (i)      	 the Purchaser is purchasing the Units as principal
        for its own account and not for the benefit of any other person and not
        with a view to the resale or distribution of all or any of the Securities
        and is an “accredited investor” as defined in MI 45-103, and
        the Purchaser has completed Section 1 of, and signed and delivered to
        the Issuer, an Appendix I – British Columbia/Alberta Certificate;
        or 

	 
	 	 	 (ii)      	 the Purchaser is purchasing the Units as principal
        for its own account and not for the benefit of any other person and not
        with a view to the resale of distribution of all or any of the Securities
        and is either: 

	 


	 	 	 	 (A)      	 a director, senior officer or control person of
        the Issuer or an affiliate of th Issuer; 

	 
	 	 	 	 (B)      	 a spouse, parent, grandparent, brother, sister or
        child of a director, senior officer or control person of the Issuer or
        an affiliate of the Issuer; or 












 6

	 	 	 	 (C)      	 a parent, grandparent, brother, sister or child
        of the spouse of a director, senior officer or control person of the Issuer
        or an affiliate of the Issuer; or 

	 
	 	 	 	 (D)      	 a close personal friend of a director, senior officer
        or control person of the Issuer or an affiliate of the Issuer; or 

	 
	 	 	 	 (E)      	 a close business associate of a director, senior
        officer or control person of the Issuer or its affiliate; or 

	 
	 	 	 	 (F)      	 a founder of the Issuer or a spouse, parent, grandparent,
        brother, sister, child, close personal friend or close business associate
        of a founder of the Issuer, or 

	 
	 	 	 	 (G)      	 a parent, grandparent, brother, sister or child
        of the spouse of a founder of the Issuer; or 

	 
	 	 	 	 (H)      	 a company of which a majority of the voting securities
        are beneficially owned by or a majority of the directors are persons or
        companies described in paragraphs (A) to (E) above; or 

	 
	 	 	 	 (I)      	 a trust or estate of which all the beneficiaries
        or a majority of the trustees are persons or companies described in paragraphs
        (A) to (E) above; 

	 


	 	 	 	 and the Purchaser has completed and signed and 
      delivered  to  the  Issuer,  an  Appendix I –
      British Columbia/Alberta Certificate; or  




	 	 	 (iii)      	 the Purchaser is purchasing sufficient Units such
        that the aggregate acquisition cost of the Units is not less than $97,000,
        and the Purchaser is: 

	 


	 	 	 	 (A)      	 an individual; 

	 
	 	 	 	 (B)      	 a corporation, syndicate, partnership or other form
        of unincorporated organization which pre-existed the offering of the Units
        and has a bona fide purpose other than investment in the Units; or 

	 
	 	 	 	 (C)      	 a corporation, syndicate, partnership or other form
        of unincorporated organization created to permit an investment in the
        Units, where the individual share of the aggregate acquisition cost for
        each member or participant of such organization is not less than $97,000;
        and 

	 


	 	 	 	 the Purchaser either:  


	 	 	 	 (A)      	 is purchasing the Units as principal and no other person, corporation,
      firm or other organization will have a beneficial interest in the Securities;
      or 
	 
	 	 	 	 (B)      	 is not purchasing the Units as principal, but is duly authorized to enter
      into this Agreement and to sign all documentation in connection with the
      purchase on behalf of each beneficial purchaser, it acknowledges that the
      Issuer is required by law to disclose on a confidential basis to certain
      regulatory authorities, the identity of each beneficial purchaser of Units
      for whom it may be acting, it and each beneficial purchaser are resident
      in the jurisdiction set out on page 1 and 2 of this Agreement, and it fully
      complies with the criteria set forth below: 











 7

	 	 	 	 	 a.      	 it is trading for accounts fully managed by it and
        is a trust corporation trading as trustee or an agent, a portfolio manager
        trading as an agent, or a person or company trading as agent that, except
        for an exemption under the Alberta Act , is required to be registered
        as a portfolio manager; or 

	 
	 	 	 	 	 b.      	 it is acting as agent for one or more disclosed
        principals, each of which principals is purchasing a portion of the Units
        such that the aggregate acquisition cost of such Units is not less than
        $97,000, and each such principal is either: (i) and individual; (ii)
        a corporation, syndicate, partnership or other form of unincorporated
        organization which pre- existed the offering of the Units and has a bona
        fide purpose other than investment in the Units; or (ii) a corporation,
        syndicate, partnership or other form of unincorporated organization created
        to permit an investment in the Units, where the individual share of the
        aggregate acquisition cost for each member or participant of such organization
        is not less than $97,000; or 

	 


	 	 (d)      	 If the Purchaser is resident in Ontario, then either: 
	 


	 	 	 (i)      	 the Purchaser is purchasing the Units as principal for its own account
      and not for the benefit of any other “person” (as defined in
      the Ontario Act) or company and is an “accredited investor”
      as defined in Rule 45-501 and the Purchaser has completed, signed and delivered
      to the Issuer an Appendix II – Ontario Certificate; or 
	 
	 	 	 (ii)      	 the Purchaser is purchasing the Units as agent for a disclosed principal,
      each beneficial purchaser of the Units for whom it is acting as agent is
      purchasing as principal for its own account and not for the benefit of any
      other person, is an “accredited investor” as defined in OSC
      Rule 45-501 and the Purchaser has completed, signed and delivered to the
      Issuer, an Appendix II – Ontario Certificate, and the Purchaser is
      an agent with due and proper authority to execute all documentation in connection
      with the purchase on behalf of the beneficial purchaser. 
	 


	 	 (e)      	 The Purchaser, if not a resident of British Columbia, certifies that
      it is not resident in British Columbia and acknowledges that: 
	 


	 	 	 (i)      	 no securities commission or similar regulatory authority
        has reviewed or passed on the merits of the Securities; 

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

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

	 
	 	 	 (iv)      	 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; and 

	 
	 	 	 (v)      	 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 Acts and, as a consequence of acquiring Securities
        pursuant to this exemption, certain protections, rights and 












 8

	 	 	 	 remedies provided by the Acts, including statutory rights
      of rescission or damages,  will not be available to the Purchaser. 
    




	 	 (f)      	 If the Purchaser is resident outside of Canada, the Purchaser: 
	 


	 	 	 (i)      	 is knowledgeable of, or has been independently advised
        as to the applicable securities laws of the securities regulatory authorities
        (the “Authorities”) having application in the jurisdiction
        in which the Purchaser is resident (the “International Jurisdiction”)
        which would apply to the acquisition of the Units, if any; 

	 
	 	 	 (ii)      	 is purchasing the Units pursuant to exemptions from
        the prospectus and registration requirements under the applicable securities
        laws of the Authorities in the International Jurisdiction or, if such
        is not applicable the Purchaser is permitted to purchase the Units under
        the applicable securities laws of the Authorities in the International
        Jurisdiction without the need to reply on any exemption; and 

	 
	 	 	 (iii)      	 the applicable securities laws of the Authorities
        in the International Jurisdiction do not require the Issuer to make any
        filings or seek any approvals of any nature whatsoever from any Authority
        of any kind whatsoever in the International Jurisdiction in connection
        with the issue and sale or resale of the Units. 

	 


	 	 (g)      	 The purchase of the Units has not been made through
        or as a result of, and the distribution of the Units has not been accompanied
        by, an advertisement in printed media of general and regular paid subscription,
        radio, or television. 

	 
	 	 (h)      	 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 Units or the Warrant Shares; 

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

	 
	 	 	 (iv)      	 that the Securities will be listed and posted for
        trading on a stock exchange or that an application has been made to list
        and post the Securities for trading on a stock exchange, other than the
        Shares on the Exchange. 

	 


	 	 (i)      	 The Purchaser is not a “control person”
        of the Issuer as defined in the BC Act, 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. 

	 
	 	 (j)      	 The Purchaser is resident in the jurisdiction indicated
        on the cover page to this Agreement and: 

	 


	 	 	 (i)      	 the Purchaser is not a national, citizen, or resident
        of the United States of America or its territories or possessions (a “U.S.
        Person”) and is not purchasing the Units for the account or benefit
        of a U.S. Person; 

	 
	 	 	 (ii)      	 the Issuer did not offer the Units to the Purchaser
        when the Purchaser was in the United States; and 

	 
	 	 	 (iii)      	 the Purchaser did not sign or deliver this Agreement
        in the United States. 












 9

	 	 (k)      	 The Purchaser acknowledges that the Securities have
        not been registered under the 1933 Act or the securities laws of any state
        of the United States, and may not be offered or sold in the United States
        unless registered under the 1933 Act and the securities laws of all applicable
        states of the United States or an exemption from such registration requirements
        is available, and that the Issuer has no obligation or present intention
        of filing a registration statement under the 1933 Act regarding any of
        the Securities. 

	 
	 	 (l)      	 The Units are not being acquired directly or indirectly,
        for the account or benefit of a U.S. Person or a person in the United
        States and the Purchaser does not have any agreement or understanding
        (either written or oral) with any U.S. Person or a person in the United
        States respecting: 

	 


	 	 	 (i)      	 the transfer or assignment of any rights or interest in any of the Securities;
    
	 
	 	 	 (ii)      	 the division of profits, losses, fees, commissions, or any financial
      stake in connection with this subscription; or 
	 
	 	 	 (iii)      	 the voting of the Shares or the Warrant Shares. 
	 


	 	 (m)      	 The Purchaser has no knowledge of a “material
        fact” or “material change” (as those terms are defined
        in the Acts) in the Issuer’s affairs that has not been generally
        disclosed to the public, save knowledge of this particular transaction.
      

	 
	 	 (n)      	 If the Purchaser is an individual, the Purchaser
        has attained the age of majority and is legally competent to enter into
        and sign this Agreement and to take all actions required pursuant hereto,
        and if the Purchaser is a corporation, the Purchaser is duly incorporated
        and validly subsisting under the laws of its jurisdiction of incorporation,
        and its directors, shareholders, and others have given all necessary approvals
        to authorize the signing of this Agreement on the Purchaser’s behalf.
      

	 
	 	 (o)      	 The entering into of this 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 part or by which it is or may be bound. 

	 
	 	 (p)      	 The Purchaser has duly signed and delivered this
        Agreement and this Agreement constitutes a legal, valid, and binding agreement
        of the Purchaser enforceable against the Purchaser in accordance with
        its terms. 

	 
	 	 (q)      	 The Purchaser has obtained independent advice as
        to the applicable hold period imposed on the Securities by MI 45-102,
        other securities legislation and the Exchange, and confirms that the Issuer
        has made no representations regarding the applicable hold periods for
        the Securities, and the Purchaser 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 MI 45-102, other applicable
        securities legislation and the Exchange’s policies. 

	 
	 	 (r)      	 Although the Agent may have introduced the Purchaser
        to the Issuer, the Purchaser and the Issuer acknowledge and agree with
        and for the benefit of the Agent that: 

	 


	 	 	 (i)      	 the Agent and its directors, officers, employees, agents, and representatives
      have no responsibility or liability of any nature whatsoever for the accuracy
      or adequacy of the information contained in this Agreement, or any other
      publicly available information concerning the Issuer or as to whether the
      Issuer has generally disclosed all information concerning the Issuer that
      it was required to disclosed; 











 10

	 	 	 (ii)      	 the Agent has not engaged in any independent investigation
        or verification regarding this Agreement or any other information; 

	 
	 	 	 (iii)      	 the Agent is entitled to rely on the statements
        and answers of the Purchaser and the Issuer contained in this Agreement
        and in the Appendices, and that the Purchaser will hold harmless the Agent
        and the Issuer from any loss or damage it may suffer as a result of the
        Purchaser’s failure to correctly complete the Appendices; and 

	 
	 	 	 (iv)      	 the Purchaser and the Issuer release the Agent and
        any of its affiliates and any of the Agent’s directors, officers,
        and employees from any claims, losses, damages, liabilities (or actions
        in respect thereof), costs, and expenses that may arise in respect of
        this Agreement. 

	 


	 	 (s)      	 If required by applicable securities legislation,
        policy, or order or by any securities commission, stock exchange or other
        regulatory authority or the Issuer, the Purchaser will sign, deliver,
        file, and otherwise assist the Issuer in filing all reports, undertakings,
        and other documents required with respect to the issue of the Securities.
      

	 
	 	 (t)      	 The Purchaser makes the representations, warranties,
        covenants, and acknowledgements contained in this Agreement and in any
        other Appendices, documents, or materials signed and delivered by the
        Purchaser hereunder with the intent that the Issuer and its professional
        advisors may rely on them in determining the Purchaser’s eligibility
        or, if applicable, the eligibility of others on whose behalf the Purchaser
        is contracting to purchase the Units, and the Purchaser agrees to indemnify
        the Issuer against all losses, claims, costs, expenses, and damages or
        liabilities which the Issuer may suffer or incur caused by or arising
        from its reliance thereon. 

	 
	 	 (u)      	 The Purchaser agrees that the above representations,
        warranties, covenants, and acknowledgements will be true and correct both
        as of the signing date of this Agreement and as of the Closing Date and
        that they will survive the Purchaser’s purchase of the Units and
        will continue in full force and effect even if the Purchaser subsequently
        disposes of any of the Securities. The Purchaser undertakes to notify
        the Issuer immediately of any change in any representation, warranty,
        or other information relating to the Purchaser set forth herein which
        takes place before the Closing Date. 




19. ISSUER’S REPRESENTATIONS AND WARRANTIES 


19.1 The Issuer represents and warrants that, as of the date of this Agreement and at the Closing Date: 

	 	 (a)      	 the Issuer and its subsidiaries, if any, are valid
        and subsisting corporations duly incorporated and in good standing under
        the laws of the jurisdiction in which they are incorporated, continued,
        or amalgamated; 

	 
	 	 (b)      	 the Issuer’s common shares are listed and
        posted for trading on the Exchange; 

	 
	 	 (c)      	 the Issuer is presently a reporting issuer in British
        Columbia, Alberta and Ontario and will use reasonable efforts to remain
        a reporting issuer who is not in default of the requirements of the Acts;
      

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












 11

	 	 (e)      	 the Issuer will reserve sufficient shares in its
        treasury to issue the Shares and the Warrant Shares on exercise of the
        Warrants; 

	 
	 	 (f)      	 except as qualified by the disclosure in all prospectuses,
        filing statements, annual information forms, financial statements and
        news releases filed with any of the Regulatory Authorities (collectively,
        the “Disclosure Record”), the Issuer is the beneficial owner
        of the properties, business, and assets or the interests in the properties,
        business, or assets referred to in the Disclosure Record, all agreements
        by which the Issuer holds an interest in a property, business, or assets
        are in good standing according to their terms, and the properties are
        in good standing under the applicable laws of the jurisdictions in which
        they are situated; 

	 
	 	 (g)      	 the Disclosure Record, the Agreement, and all other
        written representations made by the Issuer to the Purchaser in connection
        with the Private Placement are and will be accurate in all material respects
        and omit no fact, the omission of which does or will make representations
        misleading or incorrect; 

	 
	 	 (h)      	 the financial statements most recently filed with
        the Commission have been prepared in accordance with generally accepted
        accounting principles in Canada, accurately reflect the Issuer’s
        financial position and all of its material liabilities (accrued, absolute,
        contingent, or otherwise) as at the date thereof, and no adverse material
        changes in the Issuer’s financial position have taken place since
        the date thereof, save in the ordinary course of the Issuer's business;
      

	 
	 	 (i)      	 the Issuer will use its best efforts to seek and
        obtain the acceptance for the Private Placement by the Exchange and will
        make all filings required under the exemptions from registration and prospectus
        requirements available under the Acts in respect of the Private Placement;
      

	 
	 	 (j)      	 there is no “material change”, as defined
        in the BC Act, relating to the Issuer or change in any “material
        fact”, as defined in the BC Act, relating to any of the Securities
        which has not been or will not be fully disclosed in accordance with the
        requirements of the Acts and the policies of the Exchange; 

	 
	 	 (k)      	 the issue and sale of the Securities by the Issuer
        do not and will not conflict with, and do not and will not result in a
        breach of, any of the terms of the Issuer's incorporating documents or
        any agreement or instrument to which the Issuer is a party; 

	 
	 	 (l)      	 neither the Issuer nor any of its subsidiaries is
        a party to any actions, suits, or proceedings which could materially affect
        its business or financial condition, and to the best of the Issuer's knowledge,
        no such actions, suits or proceedings are contemplated or have been threatened
        except as disclosed in the Disclosure Record; 

	 
	 	 (m)      	 there are no judgements against the Issuer or any
        of its subsidiaries, if any, which are unsatisfied, nor are there any
        consent decrees or injunctions to which the Issuer or any of its subsidiaries,
        if any, is subject; 

	 
	 	 (n)      	 the Issuer has, or will have by the Closing Date,
        authorized this Agreement by all necessary corporate action, and the Issuer
        has full corporate power and authority to undertake the Private Placement;
      












 12

	 	 (o)      	 no order ceasing or suspending trading in securities
        of the Issuer nor prohibiting the sale of securities has been issued to
        and is outstanding against the Issuer or its directors, officers, or promoters
        and no investigations or proceedings for such purposes are pending or
        threatened; 

	 
	 	 (p)      	 except as disclosed in the Disclosure Record or
        to the Regulatory Authorities, no person has any right, agreement, or
        option, present or future, contingent or absolute, or any right capable
        of becoming a right, agreement, or option, for the issue or allotment
        of any unissued shares of the Issuer or its subsidiaries, if any, or any
        other security convertible into or exchangeable for any shares, or to
        require the Issuer or its subsidiaries, if any, to purchase, redeem, or
        otherwise acquire any of its issued and outstanding shares; 

	 
	 	 (q)      	 the Securities will be subject to a hold period
        in British Columbia expiring four months from the Closing Date; and 

	 
	 	 (r)      	 the representations and warranties made by the Issuer
        to the Agent in the Agency Agreement will be true an correct as of the
        Closing Date and the Purchaser is entitled to rely thereon as if the Purchaser
        were a party thereto. 



 20. RESALE RESTRICTIONS 

 20.1 The Purchaser acknowledges that the Securities will be
  subject to restrictions on resale imposed by MI 45-102 and other applicable
  securities legislation until: 

	 	 (a)      	 the applicable statutory hold period has expired,
        which in British Columbia, Alberta and Ontario will be four months from
        the issue date of the Shares and Warrants; or 

	 
	 	 (b)      	 a further statutory exemption under the BC Act or
        applicable securities legislation is available to the Purchaser and the
        prior consent of the Exchange is obtained; or 

	 
	 	 (c)      	 an appropriate discretionary order is obtained under
        applicable securities legislation and the prior consent of the Exchange
        is obtained; or 

	 
	 	 (d)      	 the Purchaser, if a control person, has satisfied
        all conditions relating to sales by control persons set out in MI 45-102.
      



 20.2 The Purchaser agrees to consult his own legal advisors
  regarding the statutory resale restrictions applicable to the Securities before
  the resale of any of the Securities. 

 20.3 The certificates representing the Securities will bear
  a legend denoting the resale restrictions imposed by MI 45-102, other applicable
  securities legislation and the Exchange. The Purchaser agrees to sell, assign,
  or transfer the Securities only in accordance with these legends and the requirements
  of MI 45-102, other applicable securities legislation and the Exchange. 

 21. SELLING AGENTS AND FINDERS 

 21.1 Pursuant to the Agency Agreement to be entered into between
  the Issuer and the Agent, the Issuer has engaged the Agent to act as the sole
  and exclusive agent for the Private Placement on a best efforts basis. The Purchaser
  acknowledges and agrees that the Agent will receive a commission, payable in
  cash of 8% of the gross proceeds of the Private Placement and non-transferable
  warrants (the “Agent's Warrants”) entitling the Agent to purchase
  a number of Units (the “Agent's Units”) equal to 10% of the number
  of Units sold in the Private Placement by the Agent at a price of Cdn$1.80
  per Agent's Unit for a period of 18 months after the Closing Date. The Agent
  will also receive a Corporate Finance Fee of 40,000 Units plus GST. 








 13

 22. APPOINTMENT OF AGENT 

 22.1 The Purchaser (and others for whom the Purchaser is contracting
  for hereunder) hereby irrevocably authorizes the Agent: 

	 	 (a)      	 to complete and correct any information contained
        in this Agreement, and any other document prepared by the Purchaser in
        connection with the Private Placement, which may require completion or
        correction; 

	 
	 	 (b)      	 to negotiate, settle and amend the form of the Warrant
        Certificate and any other agreement entered into or to be entered into
        in connection with this transaction; 

	 
	 	 (c)      	 to negotiate and waive, in whole or in part, or
        extend the time for compliance with, any of the Issuer's representations,
        warranties or covenants or closing conditions, given or made by the Issuer
        for the benefit of the Purchaser, including but not limited to those contained
        herein, in the Agency Agreement and any other agreement, instrument or
        document entered into by the Agent or the Purchaser in connection with
        this subscription or the Private Placement, all in such manner and on
        such terms and conditions as the Agent may determine, acting reasonably,
        without in any way affecting the Purchaser's obligations or the obligations
        of such others hereunder; 

	 
	 	 (d)      	 to act as the Purchaser's representative at the
        closing of the Private Placement to, among other things, receive certificates
        representing the Securities subscribed for by the Purchaser, and to swear,
        execute and file any receipts or other required documentation on behalf
        of the Purchaser, and 

	 
	 	 (e)      	 to terminate this Agreement on behalf of the Purchaser
        in the event that any condition precedent to the completion of the Private
        Placement has not been satisfied by the date set therefor. 



 22.2 Although the Agent may have introduced the Purchaser
  to the Issuer, the Purchaser acknowledges and agrees with, and for the benefit
  of, the Agent, such acknowledgments and agreements to survive Closing Date,
  that: 

	 	 (a)      	 the Agent and its directors, officers, employees,
        agents and representatives have no responsibility or liability of any
        nature whatsoever for the accuracy or adequacy of the Disclosure Record,
        or as to whether all information concerning the Issuer that is required
        to be publicly disclosed by it has been generally disclosed; 

	 
	 	 (b)      	 the Agent has not engaged in any independent verification
        with respect to the information contained in the Disclosure Record; and
      

	 
	 	 (c)      	 the Agent is entitled to rely on the statements,
        covenants and answers of the Purchaser and the Issuer contained in this
        Agreement, and that the Purchaser will hold harmless the Agent and the
        Issuer from any loss or damage they may suffer whatsoever as a result
        of the Purchaser's failure to accurately complete any of the information
        required to be completed by the Purchaser herein. 



 23. CLOSING DATE 

 23.1 The Closing Date will take place on September 9, 2004,
  unless the Issuer and the Agent otherwise agree. 








 14

 23.2 On the Closing Date, the Issuer will issue and deliver
  to the Agent, on behalf of the Purchaser the certificates representing the Shares
  and Warrants purchased by the Purchaser registered as instructed on page 2 of
  this Agreement. 

 24. COLLECTION OF PERSONAL INFORMATION. 

 24.1 The Purchaser acknowledges and consents to the fact that
  the Issuer and/or the Agent are collecting and will use and disclose the Purchaser’s
  personal information for the purpose of fulfilling this Agreement and for the
  purpose of complying with applicable securities laws. The Purchaser further
  acknowledges and consents to the fact that the Issuer and/or the Agent may be
  required by the applicable securities laws to provide the Regulatory Authorities
  or other authorities pursuant to the Proceeds of Crime (Money Laundering)
  Act (Canada) with any personal information provided by the Purchaser. 

 25. NOTICE 

 25.1 Any notice under this Agreement will be given in writing
  and must be delivered, sent by facsimile transmission, or mailed by prepaid
  post and addressed to the party to which notice is to be given at the address
  indicated above, or at another address designated by the party in writing. 

 25.2 If notice is sent by facsimile transmission or is delivered,
  it will be deemed to have been given at the time of transmission or delivery.


 25.3 If notice is mailed, it will be deemed to have been received
  48 hours following the date of mailing of the notice. 

 25.4 If there is an interruption in normal mail service due
  to strike, labour unrest, or other cause at or prior to the time a notice is
  mailed, the notice will be sent by facsimile transmission or will be delivered.


 26. MISCELLANEOUS 

 26.1 A party may not assign this Agreement without the other
  party’s written consent. 

 26.2 All references to currency refer to Canadian dollars.


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

 26.4 Except as expressly provided in this Agreement and in
  the agreements, instruments, and other documents contemplated or provided for
  herein, this Agreement contains the entire agreement between the parties regarding
  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. 

 26.5 The parties to this Agreement may amend this Agreement
  only in writing. 

 26.6 This Agreement enures to the benefit of and is binding
  on the parties to this Agreement and their successors and permitted assigns.


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








 15

 26.8 This Agreement will be governed by and construed in accordance
  with the laws of British Columbia and the parties irrevocably attorn and submit
  to the jurisdiction of the court of British Columbia with respect to any dispute
  related to this Agreement. 

 26.9 The parties may sign this Agreement in any number of
  counterparts and may deliver this Agreement by facsimile, all of which, when
  taken together, will be deemed to be one and the same document. 








 APPENDIX I 

 To be completed by British Columbia and Alberta Accredited
  Investors 

 To: Kimber Resources Inc. 

 The Purchaser and any beneficial purchaser for whom the Purchaser is acting
  certifies that the Purchaser or such beneficial purchaser for whom the Purchaser
  is acting is a resident of or otherwise subject to the securities legislation
  of the Provinces of British Columbia or Alberta and the Purchaser or the beneficial
  purchaser, as applicable, is an “accredited investor”, as such term
  is defined in Multilateral Instrument 45-103 – Capital Raising Exemptions
  (“MI 45-103”), is purchasing the securities as principal
  and, as at the Closing Date, the Purchaser or the beneficial purchaser, as applicable,
  falls within one or more of the following categories (Please check one or
  more, as applicable):

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

	 	 	

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

	 	 	

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

	 	 	

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

	 	 	

	 ̈	(e) 	a person or company registered under the securities
        legislation 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);

	 	 	

	 ̈	(f)	 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 paragraph (e);

	 	 	

	 ̈	(g)	 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;

	 	 	

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

	 	 	

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

	 	 	

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

	 	 	

	 ̈	(k)	 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 $1,000,000;

	 	 	

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











 - 2 -

	 ̈	 (m)	 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 $5,000,000, and unless that person or company
        is an individual, that amount is shown on its most recently prepared financial
        statements;

	 	 	

	 ̈	(n)	 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;

	 	 	

	 ̈	(o)	 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;

	 	 	

	 ̈	(p) 	 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;

	 	 	

	 ̈	(q)	 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; or

	 	 	

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

	 	 	

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

	 	 	

	 ̈	(t)	 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.



For the purposes hereof, the following definitions are included for convenience:

	 	“affiliate” means an issuer connected with another
      issuer because 




	 	 (a)      	 one of them is the subsidiary of the other, or 
	 
	 	 (b)      	 each of them is controlled by the same person; 
	 	 	 
	 	“beneficial ownership”
      occurs 




	 	 (a)      	 for the purposes of British Columbia law, when a person beneficially
      owns securities that are beneficially owned by 
	 


	 	 	 (i)      	 an issuer controlled by that person, or 
	 
	 	 	 (ii)      	 an affiliate of that person or an affiliate of an issuer controlled by
      that person; 
	 


	 	 (b)      	 for the purposes of Alberta law, when a person beneficially owns securities
      that are beneficially owned by 
	 


	 	 	 (i)      	 a company controlled by that person or an affiliate of that company,
    











 - 3 -

	 	 	 (ii)      	 an affiliate of that person, or 
	 
	 	 	 (iii)      	 through a trustee, legal representative, agent or other intermediary
      of that person; 




	 	“Canadian financial institution”
        means a bank, loan corporation, trust company, insurance company, treasury
        branch, credit union or caisse populaire that, in each case, is authorized
        to carry on business in Canada or a jurisdiction, or the Confédération
        des caisses populaires et d’économie Desjardins du Québec;
      

       “control” occurs if 






	 	 (a)      	 for the purposes of British Columbia law, 
	 


	 	 	 (i)      	 voting securities of a first party (person or company)
        are held, other than by way of security only, by or for the benefit of
        a second party (person or company), and 

	 
	 	 	 (ii)      	 the voting rights attached to those voting securities
        are entitled, if exercised, to elect a majority of the directors of the
        first party; and 

	 


	 	 (b)      	 for the purposes of Alberta law, 
	 


	 	 	 (i)      	 voting securities of a first party (person or company)
        carrying more than 50% of the votes that may be cast to elect directors
        are held, other than for the purpose of giving collateral for a bona fide
        debt, by or for the benefit of a second party (person or company); and
      

	 
	 	 	 (ii)      	 the votes carried by the securities referred to
        in (a) are sufficient, if exercised, to elect a majority of the board
        of directors of the first party; 





	 	“director” means 




	 	 (a)      	 for the purpose of British Columbia law, a director
        of a corporation or an individual occupying or performing, with respect
        to a corporation or any other person, a similar position or similar functions;
        and 

	 
	 	 (b)      	 for purposes of Alberta law, a person acting in
        a capacity similar to that of a director of a company or corporation;
      





	 	“financial assets” means cash and
        securities; 

       “foreign jurisdiction” means a country
        other than Canada or a political subdivision of a country other than Canada;
      

       “jurisdiction” means a province or
        territory of Canada except when used in the term foreign jurisdiction;
      

       “local jurisdiction” means the jurisdiction
        in which the applicable securities regulatory authority is situate; 

       “mutual fund” includes an issuer
        of securities that entitles the holder to receive on demand, or within
        a specified period after demand, an amount computed by reference to the
        value of a 













 - 4 -

	 	proportionate interest in the whole or in a part of the net assets,
        including a separate fund or trust account, of the issuer of the securities;
      

       “person or company” includes 






	 	 (a)      	 for the purposes of British Columbia law, an individual,
        corporation, partnership, party, trust, fund, association and any other
        organized group of persons and the personal or other legal representative
        of a person to whom the context can apply according to law, and 

	 
	 	 (b)      	 for the purposes of Alberta, an individual, partnership,
        unincorporated or incorporated association, unincorporated or incorporated
        syndicate, unincorporated or incorporated organization, trust, trustee,
        executor, administrator or other legal representative. 





	 	“regulator” means 




	 	 (a)      	 the Executive Director, as defined under section 1 of the Securities
      Act (Alberta), 
	 
	 	 (b)      	 the Executive Director, as defined under section 1 of the Securities
      Act (British Columbia), 




	 	and such other person as is referred to in Appendix D of National Instrument
        14-101 – Definitions; 

       “related liabilities” means 






	 	 (c)      	 liabilities incurred or assumed for the purpose of financing the acquisition
      or ownership of financial assets; and 
	 
	 	 (d)      	 liabilities that are secured by financial assets; 
	 	 	 
	 	“securities legislation”
      means 




	 	 (a)      	 for British Columbia, the Securities Act (British
        Columbia) and the regulations, rules and forms under such Act and the
        blanket rulings and orders issued by the British Columbia Securities Commission;
      

	 
	 	 (b)      	 for Alberta, the Securities Act (Alberta)
        and the regulations and rules under such Act and the blanket rulings and
        orders issued by the Alberta Securities Commission; and 

	 
	 	 (c)      	 for other Canadian jurisdictions, such other statutes
        and instruments as are listed in Appendix B of National Instrument 14-101
        – Definitions; 

	 	 	 
	 	“securities regulatory authority”
      means 




	 	 (a)      	 the British Columbia Securities Commission; 

	 
	 	 (b)      	 the Alberta Securities Commission; and 

	 
	 	 (c)      	 in respect of any local jurisdiction other than
        Alberta or British Columbia, means the securities commission or other
        regulatory authority listed in Appendix C of National Instrument 14-101
        – Definitions; and 












 - 5 -

	 	“voting security” means any security which: 




	 	 (a)      	 is not a debt security; and 
	 
	 	 (b)      	 carries a voting right either under all circumstances or under some circumstances
      that have occurred and are continuing. 
	 	 	 
	 	BRITISH COLUMBIA SPECIFIC DEFINITION
      

       “spouse”, means, for the purposes of British Columbia
        law, a person who 






	 	 (a)      	 is married to another person and is not living separate
        and apart, within the meaning of the Divorce Act (Canada), from the other
        person, or 

	 
	 	 (b)      	 is living and cohabitating with another person in
        a marriage-like relationship, including a marriage-like relationship between
        persons of the same gender. 



EXECUTED by the Purchaser at ______________________ this ___________
  day of ______________ , 20 _______ .  

	 If a corporation, partnership or other entity: 
    	 	 If an individual:  
	 	 	 
	 Print Name of Purchaser  	 	 Print Name  
	 	 	 
	 Signature of Authorized Signatory  	 	 Signature  
	 	 	 
	 Name and Position of Authorized Signatory 
    	 	 Jurisdiction of Residence  
	 	 	 
	 Jurisdiction of Residence  	 	  











 APPENDIX II 

 To be completed by Ontario Accredited Investors 


To: Kimber Resources Inc. 

 The Purchaser and any beneficial purchaser for whom the Purchaser
  is acting certifies that the Purchaser or such beneficial purchaser for whom
  the Purchaser is acting is a resident of or otherwise subject to the securities
  legislation of Ontario and the Purchaser or the beneficial purchaser, as applicable,
  is an “accredited investor”, as such term is defined in Ontario
  Securities Commission Rule 45-501 – Exempt Distribution (“OSC
  Rule 45-501”) is purchasing the Securities as principal, as at the
  Closing Date, the Purchaser or the beneficial purchaser, as applicable, falls
  within one or more of the following categories (Please check one or more,
  as applicable): 

	 ̈	(a) 	a bank listed in Schedule I or II of the Bank
        Act (Canada), or an authorized foreign bank listed in Schedule III
        of that Act;

	 	 	

	 ̈	(b)	 the Business Development Bank incorporated under
        the Business Development Bank Act (Canada);

	 	 	

	 ̈	(c)	 a loan corporation or trust corporation registered
        under the Loan and Trust Corporations Act (Ontario) or under
        the Trust and Loan Companies Act (Canada), or under comparable
        legislation in any other jurisdiction;

	 	 	

	 ̈	(d)	 a co-operative credit society, credit union central,
        federation of caisses populaires, credit union or league, or regional
        caisse populaire, or an association under the Cooperative Credit
        Associations Act (Canada), in each case, located in Canada;

	 	 	

	 ̈	(e) 	a company licensed to do business as an insurance
        company in any jurisdiction;

	 	 	

	 ̈	(f)	 a subsidiary entity of any person or company referred
        to in paragraph (a), (b), (c), (d) or (e), where the person or company
        owns all of the voting shares of the subsidiary entity;

	 	 	

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

	 	 	

	 ̈	(h)	 the government of Canada or of any jurisdiction,
        or any crown corporation, instrumentality or agency of a Canadian federal,
        provincial or territorial government;

	 	 	

	 ̈	(i)	 any Canadian municipality or any Canadian provincial
        or territorial capital city;

	 	 	

	 ̈	(j)	 any national, federal, state, provincial, territorial
        or municipal government of or in any foreign jurisdiction, or any instrumentality
        or agency thereof;

	 	 	

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

	 	 	

	 ̈	(l) 	 a registered charity under the Income Tax Act
        (Canada);

	 	 	 
	 ̈	(m) 	an individual who beneficially owns, or who together with a spouse beneficially
      own, financial assets having an aggregate realizable value that, before
      taxes but net of any related liabilities (as defined below), exceeds $1,000,000;
	 	 	 
	 ̈	(n)	 an individual whose net income before taxes exceeded $200,000 in
      each of the two most recent years or whose net income before taxes combined
      with that of a spouse exceeded $300,000 in each of those years and who,
      in either case, has a reasonable expectation of exceeding the same net income
      level in the current year;
	 	 	 
	 ̈	(o)	 an individual who has been granted registration under the Securities
      Act (Ontario) or securities legislation in another jurisdiction as a
      representative of a person or company referred to in paragraph (g), whether
      or not the individual’s registration is still in effect;










 - 2 -

	 ̈	(p)	 a promoter of the issuer or an affiliated entity
        of a promoter of the issuer;

	 	 	

	 ̈	(q)	  a spouse, parent, brother, sister, grandparent
        or child of an officer, director or promoter of the issuer;

	 	 	

	 ̈	(r)	  a person or company that, in relation to the issuer
        is an affiliated entity or a person or company referred to in clause (c)
        of the definition of distribution in subsection 1(1) of the Securities
        Act (Ontario);

	 	 	

	 ̈	(s)	  an issuer that is acquiring securities of its own
        issue;

	 	 	

	 ̈	(t)	 a company, limited liability company, limited partnership,
        limited liability partnership, trust or estate, other than a mutual fund
        or non-redeemable investment fund, that had net assets of at least $5,000,000
        as reflected in its most recently prepared financial statements;

	 	 	

	 ̈	(u)	  a person or company that is recognized by the Ontario
        Securities Commission as an accredited investor;

	 	 	

	 ̈	(v)	  a mutual fund or non-redeemable investment fund
        that, in Ontario, distributes its securities only to persons or companies
        that are accredited investors;

	 	 	

	 ̈	(w)	  a mutual fund or non-redeemable investment fund
        that, in Ontario, distributes its securities under a prospectus for which
        a receipt has been granted by the Director or, if it has ceased distribution
        of its securities, has previously distributed securities in this manner;

	 	 	

	 ̈	(x) 	 a fully managed account if it is acquiring a security
        that is not a security of a mutual fund or non-redeemable investment fund;

	 	 	

	 ̈	(y)	  an account that is fully managed by a trust corporation
        registered under the Loan and Trust Corporations Act (Ontario)
        or under the Trust and Loan Companies Act (Canada) or under comparable
        legislation in any other jurisdiction;

	 	 	

	 ̈	(z)	  an entity organized outside of Canada that is analogous
        to any of the entities referred to in paragraphs (a) through (g) and paragraph
        (k) in form and function; and

	 	 	

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



For the purposes hereof, the following definitions are included for convenience:


	 	 “company”
        means any corporation, incorporated association, incorporated syndicate
        or other  incorporated organization;  

	 	 

	 	 “Director” means
        the Executive Director of the Commission, a Director or Deputy Director
        of  the Commission, or a person employed by the Commission in a position
        designated by the  Executive Director for the purposes of this definition; 
      

	 	 

	 	 “entity”
        means a company, syndicate, partnership, trust or unincorporated organization; 
      

	 	 

	 	 “financial assets”
        means cash, securities, or any contract of insurance or deposit or evidence 
        thereof that is not a security for the purposes of the Securities Act
        (Ontario);  

	 	 

	 	 “fully managed account”
        means an investment portfolio account of a client established in 
        writing with a portfolio adviser who makes investment decisions for the
        account and has full  discretion to trade in securities of the account
        without requiring the client’s express consent to a  transaction; 
      












 - 3 -

	 	"mutual fund" includes: 




	 	 (a)      	 an issuer: 
	 


	 	 	 (i)      	 whose primary purpose is to invest money provided by its security holders,
      and 
	 
	 	 	 (ii)      	 whose securities entitle the holder to receive on demand, or within a
      specified period after demand, an amount computed by reference to the value
      of a proportionate interest in the whole or in part of the net assets, including
      a separate fund or trust account, of the issuer, or 
	 


	 	 (b)      	 an issuer or class of issuers that is designated as a mutual fund by
      an order of the Commission in the case of a single issuer or otherwise in
      a regulation which is made for the purposes of this definition; 




	 	but does not include an issuer or a class of issuer
        that is designated not to be a mutual fund by an order of the Commission
        in the case of a single issuer or otherwise in a regulation which is made
        for the purposes of this definition; (“fonds mutuel") 

       “non-redeemable investment fund” means an issuer
      






	 	 (a)      	 whose primary purpose is to invest money provided by its security holders;
    
	 
	 	 (b)      	 that does not invest for the purpose of exercising effective control,
      seeking to exercise effective control, or being actively involved in the
      management of the issuers in which it invests, other than other mutual funds
      or non-redeemable investment funds; and 
	 
	 	 (c)      	 that is not a mutual fund; 




	 	“person” means an individual, partnership,
        unincorporated association, unincorporated syndicate, unincorporated organization,
        trust, trustee, executor, administrator, or other legal representative;
      

       “portfolio adviser” means 






	 	 (a)      	 a portfolio manager; or 
	 
	 	 (b)      	 a broker or investment dealer exempted from registration
        as an adviser under subsection 148(1) of the regulation made under the
        Securities Act (Ontario) if that broker or investment dealer is
        not exempt from the by-laws or regulations of the Toronto Stock Exchange
        or the Investment Dealers’ Association of Canada referred to in
        that subsection; 





	 	“related liabilities” means liabilities
        incurred or assumed for the purpose of financing the acquisition or ownership
        of financial assets and liabilities that are secured by financial assets;
      

       “spouse”, in relation to an individual,
        means another individual to whom that individual is married, or another
        individual of the opposite sex or the same sex with whom that individual
        is living in a conjugal relationship outside marriage; 

       In OSC Rule 45-501 a person or company is considered
        to be an “affiliated entity” of another person or company
        if one is a subsidiary entity of the other, or if both are subsidiary
        entities of the same person or company, or if each of them is controlled
        by the same person or company. 













 - 4 -

	 	In OSC Rule 45-501 a person or company is considered to be “controlled”
      by a person or company if 
	 	 
	 	(a) in the case of a person or company, 




	 	 	 (i)      	 voting securities of the first-mentioned person or company carrying more
      than 50 percent of the votes for the election of directors are held, otherwise
      than by way of security only, by or for the benefit of the other person
      or company, and 
	 
	 	 	 (ii)      	 the votes carried by the securities are entitled, if exercised, to elect
      a majority of the directors of the first-mentioned person or company; 
	 


	 	 (b)  	 in the case of a partnership that does not have directors,
      other than a limited partnership,  the second-mentioned person or company
      holds more than 50 percent of the interests in  the partnership; or 
    
	 	  	 
	 	 (c )  	 in the case of a limited partnership, the general partner
      is the second-mentioned person or  company.  




	 	In OSC Rule 45-501 a person or company is considered to be a “subsidiary
      entity” of another person or company if 




	 	 (a)      	 it is controlled by, 
	 


	 	 	 (i)      	 that other, or 
	 
	 	 	 (ii)      	 that other and one or more persons or companies each of which is controlled
      by that other, or 
	 
	 	 	 (iii)      	 two or more persons or companies, each of which is controlled by that
      other, or 




	 	(b)	 it is subsidiary entity of a person or company that is the other’s
      subsidiary entity. 


 EXECUTED by the Purchaser at _________________________ this  _________
  day of ____________ , 20 __________ . 

	 If a corporation, partnership or other entity: 
    	 	 If an individual:  
	 	 	 
	 Print Name of Purchaser  	 	 Print Name  
	 	 	 
	 Signature of Authorized Signatory  	 	 Signature  
	 	 	 
	 Name and Position of Authorized Signatory 
    	 	 Jurisdiction of Residence  
	 	 	 
	 Jurisdiction of Residence  	 	  











 APPENDIX III 

 THE TORONTO STOCK EXCHANGE 

 PRIVATE PLACEMENT QUESTIONNAIRE AND UNDERTAKING 


To be completed by each proposed private placement purchaser of listed securities or securities which are convertible into listed securities. 

 Questionnaire 

	 1.  	 Description of Transaction  
		 	 
	 	 (a)  	 Name of issuer of the Securities  __________________________________________________________________
		 	 
	 	 (b)  	 Number and Class of Securities to be Purchased  __________________________________________________________________
		 	 
	 	 (c)  	 Purchase Price  __________________________________________________________________




	 2.  	 Details of Purchaser  
		 	 
	 	 (a)  	 Name of Purchaser  __________________________________________________________________
	  	 	 
	 	 (b)  	 Address  __________________________________________________________________
	  	 	 
	 	 (c)  	 Names and addresses of persons having a greater than 10% beneficial
      interest in the purchaser  ____________________________________________
		 	 




	3. 	Relationship to Issuer 
	 	 	 
	 	 (a)      	 Is the purchaser (or any person named in response
        to 2(c) above) an insider of the issuer for the purposes of the Ontario
        Securities Act (before giving effect to this 












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	 	 	 private placement)? If so, state the capacity in which the
      purchaser (or person named  in response to 2(c)) qualifies as an insider 
      __________________________ 
	 	 	 
	 	 	 
	 	 	 




	 	 (c)  	 If the answer to (a) is "no", are the purchaser and the issuer
      controlled by the same  person or company? If so, give details 
      _____________________________________
	 	 	 
	 	 	 
	 	 	 




	 4.  	 Dealings of Purchaser in Securities of the Issuer  
	  
	 Give details of all trading by the purchaser, as
      principal, in the securities of the issuer (other than debt  securities
      which are not convertible into equity securities), directly or indirectly,
      within the 60 days  preceding the date hereof.  ____________________________________________________________________
	 
	 


 Undertaking 

 To: The Toronto Stock Exchange 

 The undersigned has subscribed for and agreed to purchase,
  as principal, the securities described in Item 1 of this Private Placement Questionnaire
  and Undertaking. 

 The undersigned undertakes not to sell or otherwise dispose
  of any of the said securities so purchased or any securities derived therefrom
  for a period of four months from the date of the closing of the transaction
  herein or for such period as is prescribed by applicable securities legislation,
  whichever is longer, without the prior consent of The Toronto Stock Exchange
  and any other regulatory body having jurisdiction. 








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 DATED at __________________________ , _____________________________ , this
  _________ day of ______________________ , 200___. 

	 	 
	 	 (Name of Purchaser -- please print) 
    
	 	  
	 	  
	 	 (Authorized Signature)  
	 	  
	 	  
	 	 (Official Capacity -- please print) (Please 
    
	 	 print name of individual whose signature 
    
	 	 appears above, if different from name of 
    
	 	 purchaser printed above)