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





 20F ITEM 19 EXHIBIT 4.S

 AGENCY AGREEMENT -- UNIT PRIVATE PLACEMENT


THIS AGREEMENT dated for reference November 20, 2003, is made 


BETWEEN 


  
    
      
         KIMBER RESOURCES INC., of #215-800 West Pender Street, Vancouver,
          BC, V6C 2V6 

      

    

  



 (the "Issuer");


AND 


  
    
      
         CANACCORD CAPITAL CORPORATION, of 2200 – 609 Granville
          Street, Vancouver, BC, V7Y 1H2 

      

    

  



 (the "Agent").


WHEREAS: 

 A.             The
  Issuer wishes to privately place with purchasers up to 1,000,000 Units at a
  price of $0.70 per Unit; 

 B.             The
  Issuer wishes to appoint the Agent to distribute the Units, and the Agent is
  willing to accept such appointment on the terms and conditions of this Agreement;


 THE PARTIES to this Agreement therefore agree:

1.             DEFINITIONS

 In this Agreement and the Recitals hereto:

	 	 (a)      	 "Administration Fee" means the fee which is set
        out in this Agreement and which is payable to the Agent by the Issuer
        in consideration of the Agent's services in connection with the coordination
        and review of the Private Placement; 

	 
	 	 (b)      	 "Agent's Fee" means the commission which is set
        out in this Agreement and which is payable by the Issuer to the Agent
        in consideration of the services performed by the Agent under this Agreement;
      

	 
	 	 (c)      	 "Agent's Shares" means the previously unissued common
        shares in the capital of the Issuer, as presently constituted, which will
        be issued as part of the Agent's Units; 

	 
	 	 (d)      	 "Agent's Units" means the units of the Issuer which
        will be issued as part of the Agent's Fee as set out in this Agreement
        and which have the terms provided in this Agreement; 








 

	 	 (e)      	 "Agent's Warrants" means the share purchase warrants
        of the Issuer which will be issued as part of the Agent's Fee and which
        have the terms provided in this Agreement and the certificates representing
        such share purchase warrants; 

	 
	 	 (f)      	 "Agent's Warrant Shares" means the previously unissued
        common shares in the capital of the Issuer, as presently constituted,
        which will be issued upon the exercise of the Agent's Warrants; 

	 
	 	 (g)      	 "Applicable Legislation" means the Securities Act
        or equivalent statute in each of the Selling Provinces, together with
        all the regulations and rules made and promulgated thereunder and all
        administrative policy statements, instruments, blanket order and rulings,
        notices and administrative directions issued by the Commissions; 

	 
	 	 (h)      	 "Closing" means, in respect of any Unit, the day
        on which that Unit is issued to any Purchaser; 

	 
	 	 (i)      	 "Commissions" means the securities commission or
        equivalent regulatory authority in the Selling Provinces; 

	 
	 	 (j)      	 "Current AIF" has the meaning defined in the Multilateral
        Instrument; 

	 
	 	 (k)      	 "Exemptions" means the exemptions from the prospectus
        requirements of the Applicable Legislation ; 

	 
	 	 (l)      	 "Exchange" means the TSX Venture Exchange; 

	 
	 	 (m)      	 "Exchange Policies" means the rules and policies
        of the Exchange; 

	 
	 	 (n)      	 "Final Closing" means the last Closing under the
        Private Placement; 

	 
	 	 (o)      	 "First Closing" means the first Closing under the
        Private Placement; 

	 
	 	 (p)      	 "Material Change" has the meaning defined in the
        Applicable Legislation; 

	 
	 	 (q)      	 "Material Fact" has the meaning defined in the Applicable
        Legislation; 

	 
	 	 (r)      	 "Multilateral Instrument" means Multilateral Instrument
        45-102 or any successor instrument promulgated by the Commissions; 

	 
	 	 (s)      	 "Multilateral Instrument Certificate" means Form
        45-102F2; 

	 
	 	 (t)      	 "Private Placement" means the offering of the Units
        on the terms and conditions of this Agreement; 

	 
	 	 (u)      	 "Purchasers" means the purchasers of Units pursuant
        to the Private Placement; 

	 
	 	 (v)      	 "Qualifying Issuer" has the meaning defined in the
        Multilateral Instrument; 



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	 	 (w)      	 "Regulation S" means Regulation S promulgated under the U.S. Securities
      Act; 
	 
	 	 (x)      	 "Regulatory Authorities" means the Commissions and the Exchange; 
	 
	 	 (y)      	 "Securities" means the Units, the Shares, the Warrants and the Warrant
      Shares, the Agent's Units, the Agent's Shares, the Agent's Warrants and
      the Agent's Warrant Shares; 
	 
	 	 (z)      	 "Selling Provinces" means British Columbia, Alberta and Ontario; 
	 
	 	 (aa)      	 "Shares" means the previously unissued common shares in the capital of
      the Issuer, as presently constituted, which will be issued as part of the
      Units; 
	 
	 	 (bb)      	 "U.S. Person" means "U.S. person" as defined in Rule 902 of Regulation
      S; 
	 
	 	 (cc)      	 "U.S. Securities Act" means the Securities Act of 1933 (United
      States), as amended; 
	 
	 	 (dd)      	 "United States" means "United States" as defined in Rule 902 of Regulation
      S; 
	 
	 	 (ee)      	 "Units" means the units of the Issuer to be offered by the Issuer pursuant
      to this Agreement having the terms provided in this Agreement; 
	 
	 	 (ff)      	 "Warrants" means the non-transferable share purchase warrants of the
      Issuer which will be issued as part of the Units and the Agent's Units and
      which have the terms provided in this Agreement and the certificates representing
      such share purchase warrants; and 
	 
	 	 (gg)      	 "Warrant Shares" means the previously unissued common shares in the capital
      of the Issuer, as presently constituted, which will be issued upon the exercise
      of the Warrants. 


 2.             APPOINTMENT
  OF AGENT 

 2.1             The
  Issuer appoints the Agent as its exclusive agent and the Agent accepts the appointment
  and agrees to act as the exclusive agent of the Issuer to use its commercially
  reasonable efforts to find and introduce to the Issuer potential purchasers
  to purchase up to 1,000,000 Units, at a price of $0.70 per Unit, by way of private
  placement under the Exemptions, or in such jurisdictions, other than the Selling
  Provinces or the United States, as may be agreed by the Agent and the Issuer.


 3.             THE
  UNITS 

 3.1             Each
  Unit will consist of one Share and one-half of one Warrant and the Shares and
  Warrants will be issued and registered in the names of the Purchasers or their
  nominees. 

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 4.             WARRANTS
  

 4.1             The
  right to purchase a Warrant Share under a Warrant may be exercised at any time
  until the close of business on the day which is 12 months from the date of issue
  of the Unit that included such Warrant. 

 4.2             One
  whole Warrant will entitle the holder, on exercise, to purchase one Warrant
  Share at a price of $0.80 per Warrant Share during the exercise period of the
  Warrant. 

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


 4.4             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. 

 5.             AGENT'S
  FEE 

 5.1             
  In consideration of the services performed by the Agent under this Agreement,
  the Issuer agrees to pay to the Agent on each Closing an Agent's Fee consisting
  of: 

	 	 (a)      	 a payment equal to 8% of the gross proceeds received
        by the Issuer from the sale of the Units on such Closing, which shall
        be paid as to one-half in cash and as to the other half in the form of
        Agent's Units; and 

	 
	 	 (b)      	 that number of Agent's Warrants which is equal to
        20% of the number of Units sold on such Closing. 



 5.2             The
  cash portion of the Agent's Fee will be paid in lawful Canadian currency. 

 5.3             As
  provided for in subsection 5.1(a), one-half of the Agent's Fee shall be paid
  by the issuance of Agent's Units at a deemed price of $0.70 per Agent's Unit.


 5.4             Each
  Agent's Unit will consist of one Agent's Share and one-half of one Warrant and
  the Agent's Shares and Warrants comprising the Agent's Units will be registered
  in the name of the Agent or such other party or parties as the Agent may reasonably
  request. 

 5.5             The
  right to purchase an Agent's Warrant Share under an Agent's Warrant may be exercised
  at any time until the close of business on the day which is 12 months from the
  date such Agent's Warrant was issued to the holder. 

 5.6             One
  whole Agent's Warrant will entitle the holder, on exercise, to purchase one
  Agent's Warrant Share at a price of $0.80 per Agent's Warrant Share during the
  exercise period of the Agent's Warrant. 

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 5.7             The
  Agent's Warrants will be non-transferable except as permitted by the Applicable
  Legislation and any order granted by any Commission having jurisdiction. 

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

 5.9             The
  issue of the Agent's 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 Agent's Warrants may be exercised. 

 5.10           The
  Issuer will also pay the Agent, on First Closing of the Private Placement or
  termination of this Agreement, the Administration Fee of $5,000. 

 6.             OFFERING
  RESTRICTIONS 

 6.1             The
  Agent will only sell the Units to persons who represent themselves as being:


	 	 (a)      	 persons purchasing as principal; 

	 
	 	 (b)      	 qualified to purchase the Units, the Shares and
        the Warrants under the Exemptions; 

	 
	 	 (c)      	 persons resident in such jurisdictions, other than
        the Selling Provinces or the United States, as may be agreed by the Issuer
        and the Agent; and 

	 
	 	 (d)      	 persons who are not U.S. Persons,
        or in the United States (which terms herein shall have
        the meanings defined in Regulation S). 



 6.2             The
  Agent agrees that at the time any buy order for the Units is placed by clients
  of the Agent, the buyer will be outside the United States, or the Agent and
  all persons acting on its behalf will reasonably believe that the buyer is outside
  the United States, and neither the Agent nor any person acting on its behalf
  will have knowledge that such transaction has been pre-arranged with a buyer
  in the United States. 

 6.3             Neither
  the Issuer, the Agent, nor any of their respective affiliates, nor any person
  acting on behalf of any of the foregoing, will offer or sell any of the Securities
  to U.S. Persons or in the United States, or undertake any activity for the purpose
  of, or that could reasonably be expected to have the effect of, conditioning
  the market for the Securities in the United States. 

 6.4             The
  Agent agrees that it has not entered and will not enter into any contractual
  arrangement with respect to the distribution of the Securities except in accordance
  with this agreement and that it will require each selling group member to agree
  in writing, for the benefit of the Issuer, to comply with, and shall use its
  best efforts to ensure that each selling group member complies with the provisions
  of this Section 6 as if such provisions applied to such selling group member.


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6.5             
  The Private Placement has not been and will not be advertised in any way. 

6.6             
  No selling or promotional expenses will be paid or incurred in connection with
  the Private Placement, except for professional services or for services performed
  by a registered dealer. 

 7.             SUBSCRIPTIONS
  

 The Agent will use its best efforts to obtain from each Purchaser
  introduced by the Agent, and deliver to the Issuer, on or before each Closing
  duly completed and signed subscriptions in the form consented to by the Issuer
  and the Agent and executed by the Purchaser (the "Subscription Agreement").


 8.             FILINGS
  WITH THE REGULATORY AUTHORITIES 

 8.1             The
  Issuer will forthwith give to the Exchange written notice of the terms of this
  Agreement and the proposed Private Placement and all other information required
  by the Exchange Policies (the "Notice"). 

 8.2             The
  Issuer will forthwith provide the Agent and its solicitor with a copy of the
  Notice, and, forthwith on receipt, a copy of the preliminary and final letters
  of acceptance of the Notice from the Exchange. 

 8.3             The
  Issuer will file all required documents, pay all required filing fees and undertake
  any other actions required by the Exchange Policies in order to obtain the approval
  of the Exchange to the Private Placement. 

 8.4             Within
  10 days of each Closing of the Private Placement, the Issuer will: 

	 	 (a)      	 file with the Commission any report required to
        be filed by the Applicable Legislation in connection with the Private
        Placement, in the required form; and 

	 
	 	 (b)      	 provide the Agent's solicitor with copies of the
        report or reports. 



 9.             CLOSINGS
  

 9.1             In
  this Section:

	 	 (a)      	 "Certificates" means the certificates
        representing the Shares and the Warrants sold, the Agent's Shares and
        the Agent's Warrants to be issued, on a Closing in the names and denominations
        reasonably requested by the Agent or the Purchasers, as the case may be;
        and 

	 
	 	 (b)      	 "Proceeds" means the gross proceeds of
        the sale of Units on a Closing, less: 

	 
	 	 	 (i)     
      
	 any portion of the Agent's Fee which is payable
        in cash; 

	 
	 	 	 (ii)      
	 at the First Closing, the Administration Fee; 




6




 

	 	 	 (iii)      	 the reasonable expenses of the Agent in connection
        with the Private Placement which have not been paid by the Issuer; and
      

	 
	 	 	 (iv)      	 any amount paid directly to the Issuer by any Purchaser
        in connection with the Private Placement. 



 9.2             The
  Issuer and the Agent will cause the Private Placement to close in one or more
  Closings, however, the Final Closing will not occur more than 60 days after
  the date of the price reservation form or notice filed with the Exchange or
  such other date as may be acceptable to the Exchange. 

 9.3             The
  Issuer will, on each Closing, issue and deliver the Certificates to the Agent,
  or at the Agent's request, to the Purchasers, against payment of the Proceeds.


 9.4             If
  the Issuer has satisfied all of its material obligations under this Agreement,
  the Agent will, on each Closing, pay the Proceeds to the Issuer against delivery
  of the Certificates. 

 9.5             The
  Issuer will endorse the Certificates, and the certificates representing the
  Warrant Shares and the Agent's Warrant Shares with such legends as required
  by the Applicable Legislation and the Exchange.

 10.           CONDITIONS
  OF CLOSINGS 

 10.1           The
  obligations of the Agent on each Closing will be conditional upon the following:


	 	 (a)      	 on each Closing, the Issuer will have delivered
        to the Agent and its solicitor a favourable opinion of the Issuer's solicitor
        dated as of the date of such Closing, in a form acceptable to the Agent
        and its solicitor as to all legal matters reasonably requested by the
        Agent relating to the business of the Issuer and the creation, issuance
        and sale of the Securities; 

	 
	 	 (b)      	 on each Closing, the Issuer will have delivered
        to the Agent and its solicitor such certificates of its officers, comfort
        letters or opinions of its auditors, and other documents relating to the
        Private Placement or the affairs of the Issuer as the Agent or its solicitor
        may reasonably request; 

	 
	 	 (c)      	 each representation and warranty of the Issuer which
        is contained in this Agreement continues to be true, and the Issuer has
        performed or complied with all of its covenants, agreements and obligations
        under this Agreement; and 

	 
	 	 (d)      	 no Commission has advised the Issuer in writing
        that its securities are not eligible for the shorter hold period provided
        for in the Multilateral Instrument. 



 10.2           Each
  Closing and the obligations of the Issuer and the Agent to complete the issue
  and sale of the Securities are subject to: 

	 	 (a)      	 receipt of all required regulatory approval for
        or acceptance of the Private Placement; 



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	 	 (b)      	 the removal or partial revocation of any cease trading
        order or trading suspension made by any competent authority to the extent
        necessary to complete the Private Placement; and 

	 
	 	 (c)      	 the Issuer being a Qualifying Issuer at the time
        of such Closing. 



 11.           MATERIAL
  CHANGES 

 The Issuer agrees that if, between the date of this Agreement
  and the Final Closing a Material Change, or a change in a Material Fact occurs,
  the Issuer will: 

	 	 (a)      	 as soon as practicable notify the Agent in writing,
        setting forth the particulars of such change; 

	 
	 	 (b)      	 as soon as practicable, issue and file with the
        Regulatory Authorities a press release that is authorized by a senior
        officer disclosing the nature and substance of the change; 

	 
	 	 (c)      	 as soon as practicable file with the Commissions
        the report required by the applicable securities legislation and in any
        event no later than 10 days after the date on which the change occurs;
        and 

	 
	 	 (d)      	 provide copies of that press release, when issued,
        and that report, when filed, to the Agent and its solicitor. 



 12.           QUALIFYING
  ISSUER

 12.1           At
  the time of Closing, the Issuer will be a Qualifying Issuer and the Shares,
  Warrants, and Warrant Shares, Agent's Shares, Agent's Warrants and the Agent's
  Warrant Shares will be subject to a four month hold period from Closing. 

 12.2           The
  Issuer will provide the Agent with a copy of the Multilateral Instrument Certificate
  filed with Commissions within 10 days of each Closing.

 13.           TERMINATION
  

 13.1           The
  Agent may terminate its obligations under this Agreement by notice in writing
  to the Issuer at any time before the Final Closing if: 

	 	 (a)      	 an adverse Material Change, or an adverse change
        in a Material Fact relating to any of the Securities, occurs or is announced
        by the Issuer; 

	 
	 	 (b)      	 there is an event, accident, governmental law or
        regulation or other occurrence of any nature which, in the opinion of
        the Agent, seriously affects or will seriously affect the financial markets,
        or the business of the Issuer or its subsidiaries, if any, or the ability
        of the Agent to perform its obligations under this Agreement, or a Purchaser's
        decision to purchase the Units; 



 8




 

	 	 (c)      	 following a consideration of the history, business,
        products, property or affairs of the Issuer or its principals and promoters,
        or of the state of the financial markets in general, or the state of the
        market for the Issuer's securities in particular, the Agent determines,
        in its sole discretion, that it is not in the interest of the Purchasers
        to complete the purchase and sale of the Units; 

	 
	 	 (d)      	 the Securities cannot, in the opinion of the Agent,
        be marketed due to the state of the financial markets, or the market for
        the Units in particular; 

	 
	 	 (e)      	 an enquiry or investigation (whether formal or informal)
        in relation to the Issuer, or the Issuer's directors, officers or promoters,
        is commenced or threatened by an officer or official of any competent
        authority; 

	 
	 	 (f)      	 any order to cease, halt or suspend trading (including
        an order prohibiting communications with persons in order to obtain expressions
        of interest) in the securities of the Issuer prohibiting or restricting
        the Private Placement is made by a competent regulatory authority and
        that order is still in effect; 

	 
	 	 (g)      	 the Issuer is in breach of any material term of
        this Agreement; or 

	 
	 	 (h)      	 the Agent determines that any of the representations
        or warranties made by the Issuer in this Agreement is false or has become
        false. 



 13.2           The
  Agent's obligations hereunder will terminate if the Exchange does not issue
  its final letter of acceptance, subject only to usual post-Closing filings with
  the Exchange, of the Private Placement within 90 days of the reference date
  of this Agreement, unless otherwise agreed in writing by the Agent. 

 14.           WARRANTIES,
  REPRESENTATIONS AND COVENANTS 

 14.1           The
  Issuer warrants and represents to and covenants with the Agent that: 

	 	 (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 and its subsidiaries, if any, are duly
        registered and licenced to carry on business in the jurisdictions in which
        they carry on business or own property where so required by the laws of
        that jurisdiction; 

	 
	 	 (c)      	 the authorized and issued capital of the Issuer
        are as disclosed to the Exchange and the outstanding shares of the Issuer
        are fully paid and non-assessable; 

	 
	 	 (d)      	 the Issuer will reserve or set aside sufficient
        shares in its treasury to issue the Shares, the Warrant Shares, the Agent's
        Shares and the Agent's Warrant Shares and all such shares will be duly
        and validly issued as fully paid and non-assessable upon receipt of the
        full payment of the subscription price therefor; 



 9




 

	 	 (e)      	 except as qualified by the disclosure in all prospectuses,
        filing statements, annual information forms, including the Issuer's Current
        AIF and press releases filed with the Commissions or the Exchange (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, to the best of the Issuer's knowledge, the
        properties are in good standing under the applicable laws of the jurisdictions
        in which they are situated; 

	 
	 	 (f)      	 the Subscription Agreement and all other written
        or oral representations made by the Issuer to a Purchaser or potential
        Purchaser in connection with the Private Placement will be accurate in
        all material respects and will omit no fact, the omission of which will
        make such representations misleading or incorrect; 

	 
	 	 (g)      	 the financial statements filed with the Commissions
        or supplied by the Issuer to the Agent in connection with the Private
        Placement have been prepared in accordance with Canadian generally accepted
        accounting principles, accurately reflect the financial position and all
        material liabilities (accrued, absolute, contingent or otherwise) of the
        Issuer, and its subsidiaries, if any, as of the date thereof, and no adverse
        material changes in the financial position of the Issuer have taken place
        since the date thereof, save in the ordinary course of the Issuer's business;
      

	 
	 	 (h)      	 the Issuer has complied and will comply fully with
        the requirements of all applicable corporate and securities laws and administrative
        policies and directions, including, without limitation, the Applicable
        Legislation in relation to the issue and trading of its securities and
        in all matters relating to the Private Placement; 

	 
	 	 (i)      	 there is not presently, and will not be until the
        Final Closing, any Material Change or change in any Material Fact relating
        to the Issuer which has not been or will not be fully disclosed to the
        Agent; 

	 
	 	 (j)      	 the issue and sale of the Securities by the Issuer
        and the Agent does not and will not conflict with, and does not and will
        not result in a breach of, any of the terms of its incorporating documents
        or any agreement or instrument to which the Issuer is a party; 

	 
	 	 (k)      	 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
        which are not disclosed in the Disclosure Record; 



 10




 

	 	 (l)      	 there are no judgments 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; 

	 
	 	 (m)      	 this Agreement has been or will be by the First
        Closing, duly authorized by all necessary corporate action on the part
        of the Issuer, and the Issuer has full corporate power and authority to
        undertake the Private Placement; 

	 
	 	 (n)      	 the Issuer is a "reporting issuer" within the meaning
        of the Securities Act (British Columbia) and the Securities
        Act (Alberta) and is not in default of any of the requirements of
        such statutes and the rules and regulations promulgated thereunder or
        any of the administrative policies or notices of the Regulatory Authorities;
      

	 
	 	 (o)      	 no order ceasing, halting or suspending trading
        in securities of the Issuer nor prohibiting the sale of such securities
        has been issued to and is outstanding against the Issuer or its directors,
        officers or promoters or against any other companies that have common
        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
        otherwise to the Regulatory Authorities, no person has any right, agreement
        or option, present or future, contingent or absolute, or any right capable
        of becoming such a right, agreement or option, for the issue or allotment
        of any unissued shares in the capital of the Issuer or its subsidiaries,
        if any, or any other security convertible into or exchangeable for any
        such shares, or to require the Issuer or its subsidiaries, if any, to
        purchase, redeem or otherwise acquire any of the issued and outstanding
        shares in its capital; 

	 
	 	 (q)      	 the Issuer and its subsidiaries, if any, have filed
        all federal, provincial, local and foreign tax returns which are required
        to be filed, or have requested extensions thereof, and have paid all taxes
        required to be paid by them and any other assessment, fine or penalty
        levied against them, to the extent that any of the foregoing is due and
        payable, except for such assessments, fines and penalties which are currently
        being contested in good faith; 

	 
	 	 (r)      	 the Issuer and its subsidiaries, if any, have established
        on their books and records reserves which are adequate for the payment
        of all taxes not yet due and payable and there are no liens for taxes
        on the assets of the Issuer or its subsidiaries, if any, except for taxes
        not yet due, and there are no audits of any of the tax returns of the
        Issuer or its subsidiaries, if any, which are known by the Issuer's management
        to be pending, and there are no claims which have been or may be asserted
        relating to any such tax returns which, if determined adversely, would
        result in the assertion by any governmental agency of any deficiency which
        would have a material adverse effect on the properties, business or assets
        of the Issuer or its subsidiaries, if any; 



 11




 

	 	 (s)      	 other than the Agent, no person, firm or corporation
        acting or purporting to act at the request of the Issuer is entitled to
        any brokerage, agency or finder's fee in connection with the transactions
        described herein; the Issuer has and will have filed all documents that
        are required to be filed under the continuous disclosure provisions of
        the Applicable Legislation, including annual and interim financial information
        and annual reports, press releases disclosing material changes and material
        change reports; and 

	 
	 	 (t)      	 the warranties and representations in this Section
        are true and correct and will remain so as of the Final Closing. 




14.2 The Agent warrants and represents to the Issuer that: 

	 	 (a)      	 it is a valid and subsisting corporation under the
        law of the jurisdiction in which it was incorporated; 

	 
	 	 (b)      	 it is a broker registered under the Applicable Legislation;
      

	 
	 	 (c)      	 it is a member in good standing of the Exchange;
        and 

	 
	 	 (d)      	 it will offer and sell the Units in compliance with
        the Applicable Legislation and subject to the restrictions set out in
        Section 6 of this Agreement. 



 15.           EXPENSES
  OF AGENT 

 15.1           The
  Issuer will pay all of the expenses of the Private Placement and all the expenses
  reasonably incurred by the Agent in connection with the Private Placement including,
  without limitation, the reasonable fees and expenses of the solicitor for the
  Agent. 

 15.2           The
  Issuer will pay the expenses referred to in the previous Subsection even if
  the transactions contemplated by this Agreement are not completed or this Agreement
  is terminated, unless the failure of acceptance or completion or the termination
  is the result of a breach of this Agreement by the Agent. 

 15.3           The
  Agent may, from time to time, render accounts for its expenses in connection
  with the Private Placement to the Issuer for payment on or before the dates
  set out in the accounts. 

 15.4           The
  Issuer authorizes the Agent to deduct its reasonable expenses in connection
  with Private Placement from the proceeds of the Private Placement and any advance
  payments made by the Issuer, including expenses for which an account has not
  yet been rendered. 

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16.           INDEMNITY

 16.1           The
  Issuer will indemnify the Agent and each of the Agent's agents, directors, officers
  and employees (individually, an "Indemnified Party" and collectively, the "Indemnified
  Parties") and save them harmless against all losses, claims, damages or liabilities:


	 	 (a)      	 existing by reason of an untrue statement
        contained in the Disclosure Record, subscription agreement or other written
        or oral representation made by the Issuer to a Purchaser or potential
        Purchaser in connection with the Private Placement, or by reason of the
        omission to state any fact necessary to make such statements or representations
        not misleading (except for information and statements supplied by and
        relating solely to the Agent); 

	 
	 	 (b)      	 arising directly or indirectly out of
        any order made by any regulatory authority based upon an allegation that
        any such untrue statement or representation, or omission exists (except
        information and statements supplied by and relating solely to the Agent),
        that trading in or distribution of any of the Securities is to cease;
      

	 
	 	 (c)      	 resulting from the failure by the Issuer
        to obtain the requisite regulatory approval to the Private Placement unless
        the failure to obtain such approval is the result of a breach of this
        Agreement by the Agent; 

	 
	 	 (d)      	 resulting from the breach by the Issuer
        of any of the terms of this Agreement; 

	 
	 	 (e)      	 resulting from any representation or warranty
        made by the Issuer herein: 

	 
	 	 	 (i)     
      
	 not being true; or 

	 
	 	 	 (ii)      
	 ceasing to be true prior to any Closing from which
        any such losses, claims, damages or liabilities arise; 

	 
	 	 (f)      	 if the Issuer fails to issue and deliver
        the certificates representing the Securities in the form and denominations
        satisfactory to the Agent at the time and place required by the Agent
        with the result that any completion of a sale of the Securities does not
        take place; or 

	 
	 	 (g)      	 if, following the completion of a sale
        of any of the Securities, a determination is made by any competent authority
        setting aside the sale, unless that determination arises out of an act
        or omission by the Agent. 



 16.2           If
  any action or claim is brought against an Indemnified Party in respect of which
  indemnity may be sought from the Issuer pursuant to this Agreement, the Indemnified
  Party will promptly notify the Issuer in writing. 

 16.3           The
  Issuer will assume the defence of the action or claim, including the employment
  of counsel and the payment of all expenses. 

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 16.4           The
  Indemnified Party will have the right to employ separate counsel, and the Issuer
  will pay the reasonable fees and expenses of such counsel. 

 16.5           The
  indemnity provided for in this Section will not be limited or otherwise affected
  by any other indemnity obtained by the Indemnified Party from any other person
  in respect of any matters specified in this Agreement and will continue in full
  force and effect until all possible liability of the Indemnified Parties arising
  out of the transactions contemplated by this Agreement has been extinguished
  by the operation of law. 

 16.6           If
  indemnification under this Agreement is found in a final judgment (not subject
  to further appeal) by a court of competent jurisdiction not to be available
  for reason of public policy, the Issuer and the Indemnified Parties will contribute
  to the losses, claims, damages, liabilities or expenses (or actions in respect
  thereof) for which such indemnification is held unavailable in such proportion
  as is appropriate to reflect the relative benefits to and fault of the Issuer,
  on the one hand, and the Indemnified Parties on the other hand, in connection
  with the matter giving rise to such losses, claims, damages, liabilities or
  expenses (or actions in respect thereof). No person found liable for a fraudulent
  misrepresentation (within the meaning of applicable securities laws) will be
  entitled to contribution from any person who is not found liable for such fraudulent
  misrepresentation. 

 16.7           To
  the extent that any Indemnified Party is not a party to this Agreement, the
  Agent will obtain and hold the right and benefit of this section in trust for
  and on behalf of such Indemnified Party. 

 17.           ASSIGNMENT
  AND SELLING GROUP PARTICIPATION 

 17.1           The
  Agent will not assign this Agreement or any of its rights under this Agreement
  or, with respect to the Securities, enter into any agreement in the nature of
  an option or a sub-option unless and until, for each intended transaction, the
  Agent has obtained the consent of the Issuer, and any required notice has been
  given to and accepted by the Regulatory Authorities. 

 17.2           The
  Agent may offer selling group participation in the normal course of the brokerage
  business to selling groups of other licensed dealers, brokers and investments
  dealers, who may or who may not be offered part of the Agent's Fee, subject
  to compliance with Applicable Legislation. 

 18.           NOTICE
  

 18.1           Any
  notice under this Agreement will be given in writing and must be delivered,
  sent by facsimile transmission (Issuer fax 604.669.8577; Agent fax 604.643.7606)
  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. 

 18.2           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. 

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

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 18.4           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. 

 19.           RIGHT
  OF FIRST REFUSAL 

 No right of first refusal is granted to the Agent by the Issuer
  under this Agreement in respect of any further brokered equity financing that
  the Issuer may require or propose to obtain. The Issuer acknowledges and agrees,
  however, that under the agency agreement dated for reference March 26, 2003,
  between the Issuer and the Agent, the Agent has an existing right of first refusal
  to lead a syndicate of investment dealers or otherwise to provide any further
  brokered equity financing that the Issuer may require or propose to obtain on
  or before January 12, 2004, when such existing right of first refusal terminates.


 20.           TIME
  

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

 21.           SURVIVAL
  OF REPRESENTATIONS AND WARRANTIES 

 The representations, warranties, covenants and indemnities
  of the Issuer and the Agent contained in this Agreement will survive the Final
  Closing. 

 22.           LANGUAGE
  

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

 23.           ENUREMENT
  

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

 24.           HEADINGS
  

 The headings in this Agreement are for convenience of reference
  only and do not affect the interpretation of this Agreement. 

 25.           COUNTERPARTS
  

 This Agreement may be executed in two or more counterparts
  and may be delivered by facsimile transmission, each of which will be deemed
  to be an original and all of which will constitute one agreement, effective
  as of the reference date given above. 

 26.           LAW
  

 This Agreement is governed by the law of British Columbia,
  and the parties hereto irrevocably attorn and submit to the jurisdiction of
  the courts of British Columbia with respect to any dispute related to this Agreement.


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This document was executed and delivered as of the date given above: 

	  	
	 KIMBER RESOURCES INC.  
	 	 	 
	  	Per: 	"/s/ R.V. Longe"
	  	  	 Authorized Signatory  
	 	 	 
	  	Per: 	"/s/ M.E. Hoole"
	  	  	 Authorized Signatory  
	 	 	 
	  	  	 I/We have the authority to bind the corporation 
      
	 	 	 
	 	 	 
	 	 	 
	  	 CANACCORD CAPITAL  
	  	 CORPORATION  
	 	 	 
	  	Per: 	"/s/ Indistinguishable"
	 c/s  	  	 Authorized Signatory  
	 	 	 
	  	Per: 	"/s/ Indistinguishable"
	  	  	 Authorized Signatory  
	 	 	 
	  	  	 I/We have the authority to bind the corporation 
        




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