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





 20F ITEM 19 Exhibit 4.o 


THIS AGREEMENT is made as of the 13th day of January, 2004 


BETWEEN: 


  
    
        KIMBER RESOURCES INC., a company duly incorporated
        under the laws of the Province of British Columbia, having its head office
        located at Suite 215 - 800 West Pender Street, Vancouver, British Columbia,
        V6C 2V6

      (the "Company") 

    

  



 OF THE FIRST PART 


AND: 


  
    
        ROBERT V. LONGE, Executive, of 4762 The Highway, West Vancouver,
        British Columbia, V7W 1J5 

       (the "Executive") 

    

  



 OF THE SECOND PART 


WHEREAS: 

	 A.      	 The Executive has been or is deemed to have been
        employed by the Company since 1995 and provides management expertise essential
        to achieve the strategic plan of the Company mandated by its Board of
        Directors and is currently employed in the capacity of President and CEO
        of the Company and an officer and/or director of certain of its subsidiary
        and affiliated companies; 

	 
	 B.      	 The Company provides and will in the future provide
        for the Executive's Benefit Plans as hereinafter defined; 

	 
	 C.      	 For their mutual benefit, the Company and the Executive
        are desirous of continuing the valuable services of the Executive to the
        Company and providing for the rights of each party in the event of a Change
        in Control of the Company as hereunder defined by execution and delivery
        of this Agreement. 



 WITNESSETH that in consideration of the sum of$1.00
  now paid by the Executive to the Company and the respective covenants and agreements
  herein contained, and for other good and valuable consideration, including the
  past service of the Executive to the Company (the receipt and sufficiency of
  which both of the parties acknowledge), the parties hereto covenant and agree
  each with the other as follows: 








 1. Definitions


In this Agreement: 

	 	(a)      	 "Basic Salary" means $9,500 per month, or such greater
        amount as the Board of Directors or the Compensation Committee of the
        Board of Directors of the Company authorizes as the monthly salary payable
        by the Company to the Executive; 

	 
	 	 (b)      	 "Benefit Plans" means the stock option, insurance,
        sick leave, long term disability, medical, dental, and other executive
        and employee benefit plans, perquisites and privileges provided by the
        Company as they may exist from time to time; 

	 
	 	 (c)      	 "Change in Control of the Company" means the acquisition,
        directly or indirectly whether through one transaction or a number of
        transactions, by any person or group of persons acting in concert of voting
        shares of the Company (including securities of the Company which on conversion
        will become voting shares), ("Voting Shares") such that such person or
        group of persons hold, directly or indirectly, a sufficient number of
        the then outstanding Voting Shares to affect materially the control of
        the Company, and, where a person or group of persons acting in concert
        hold more than 20% of the Voting Shares, the person or group of persons
        acting in concert, shall, in the absence of evidence to the contrary,
        be deemed to hold a sufficient number of the Voting Shares to affect materially
        the control of 'the Company. Provided however, a Change in Control of
        the Company shall be deemed not to have occurred, if, before an Adverse
        Change in the Executive's Position occurs, the said person or group of
        persons acting in concert reduce the number of Voting Shares held by him
        or them, directly or indirectly, so that he or they no longer hold a sufficient
        number of Voting Shares to affect materially the control of the Company,
        by disposing of Voting Shares to another person or group of persons none
        of whom was a member of the first mentioned group of persons, and provided
        there has not been another or subsequent Change in Control of the Company;
      

	 
	 	 (d)      	 "Adverse Change in the Executive's Position" means
        a material adverse change in the duties, responsibilities or terms of
        employment of the executive imposed unilaterally by the Company, including
        a change of city in which the Executive normally works, a reduction in
        salary paid to the Executive, a reduction in the benefits under the Benefit
        Plans paid or provided to the Executive, or a failure by the Company to
        provide any increase in the salary or benefits under the Benefit Plans
        paid to the Executive forthwith upon increases of one or both of those
        types being provided to a majority of the other officers the Company.
      

	 
	 	 (e)      	 "Termination Date" means the effective date of termination
        of employment of the Executive pursuant to the provisions hereof. 




2. Term 




 

	 	(a)      	 Subject to paragraphs 3 and 4 hereof, this Agreement
        shall commence on the date of this Agreement and continue until the earlier
        of five (5) years from the date of this Agreement, or the date on which
        the Executive voluntarily leaves the employment of the Company. 

	 
	 	 (b)      	 The term of this Agreement shall be reviewed annually
        and may be amended and/or extended from time to time by the mutual agreement
        of the parties. 

	 
	 	 (c)      	 If this Agreement is terminated pursuant to subparagraph
        2(a), nothing herein contained shall have abrogated and this Agreement
        shall be deemed not to have abrogated or to have had an effect whatsoever
        on the Executive's rights at law, in equity or otherwise including, without
        limitation, the right to reasonable notice of termination of employment
        and this Agreement shall be deemed never to have existed. 




3. Right to Severance 

 If at any time during the term of this Agreement a Change
  in Control of the Company occurs and, within twelve months thereafter there
  is an Adverse Change in the Executive's Position, the Executive may resign as
  an employee, officer and director of the Company by giving notice to the Company
  within 90 days of the Executive becoming aware of the Adverse Change in the
  Executive's Position and such resignation shall become effective 90 days after
  the receipt by the Company of such notice. 

 4. Termination for Cause 

 Notwithstanding anything contained in this Agreement to the
  contrary , the employment of the Executive may be terminated at any time for
  just cause. 

 5. Effect on Termination 

 If a Change in Control of the Company occurs during the term
  of this Agreement and the Executive resigns pursuant to paragraph 3 hereof or
  the Executive is dismissed without just cause within two (2) years following
  such Change in Control of the Company, the Executive shall be entitled only
  to the following payments and benefits on the following terms and conditions:


	 	(a)      	 if the Executive has been employed by
        or provided on-going services to the Company for 12 months or less: 

	 
	 	 	 (i)      	 the Executive shall be entitled to receive as a
        lump sum the amount obtained by multiplying the Executive's Basic Salary
        on the date of resignation or dismissal by 6; 

	 
	 	 	 (ii)      	 the Executive may exercise all rights which have
        vested, or would have vested in him at any time in the future had he not
        resigned or been 

	 







	 	 	 	 dismissed, under the Kimber Resources Inc. 2002
        Stock Option Plan as it exists at the Termination Date, provide that any
        such rights which are not exercised before the expiry of 90 days following
        the Termination Date or before 4:30 p.m., Vancouver time, on the expiration
        date stated in the stock option agreement in which such rights were granted,
        whichever is earlier, shall be null and void; 

	 	 	 	

	 	 	 (iii)      	 the Executive shall be entitled to receive as a
        lump sum the amount which the Company would have to pay to provide for
        a period of one (1) year from the Termination Date the benefits to which
        the Executive and his family were entitled immediately before the termination
        Date under the Benefit Plans (exclusive of bonus or incentive plans, stock
        option plans, stock purchase plans or similar plans, disability benefit
        plans and pension plans and supplemental pension plans); 

	 
	 	 	 (iv)      	 the Executive shall be entitled to receive, as a
        lump sum, compensation at the Executive's Basic Salary on the date of
        resignation or dismissal for any holidays or vacations earned but unpaid
        up to the Termination Date. 

	 
	 	 (b)      	 if the Executive has been employed by
        or provided on-going services to the Company for more than 12 months and
        less than 36 months: 

	 
	 	 	 (i)      	 the Executive shall be entitled to receive as a
        lump sum the amount obtained by multiplying the Executive's Basic Salary
        on the date of resignation or dismissal by the number of months and part
        months that he was employed by the Company; 

	 
	 	 	 (ii)      	 the Executive may exercise all rights which have
        vested, or would have vested in him at any time in the future had he not
        resigned or been dismissed, under the Kimber Resources Inc. 2002 Stock
        Option Plan as it exists at the Termination Date, provide that any such
        rights which are not exercised before the expiry of 90 days following
        the Termination Date or before 4:30 p.m., Vancouver time, on the expiration
        date stated in the stock option agreement in which such rights were granted,
        whichever is earlier, shall be null and void; 

	 
	 	 	 (iii)      	 the Executive shall be entitled to receive as a
        lump sum the amount which the Company would have to pay to provide for
        a period equal to the number of months and part months that he was employed
        by the Company from the Termination Date the benefits to which the Executive
        and his family were entitled immediately before the Termination Date under
        the Benefit Plans (exclusive of bonus or incentive plans, stock options
        plans, stock purchase plans or similar plans, disability benefit plans
        and pension plans and supplemental pension plans); and 

	 





 

	 	 	 (iv)      	 the Executive shall be entitled to receive, as a
        lump sum, compensation at the Executive's Basic Salary on the date of
        resignation or dismissal for any holidays or vacations earned but unpaid
        up to the Termination Date. 

	 
	 	 (c)      	 if the Executive has been employed by
        or provided on-going services to the Company for 36 or more months: 

	 
	 	 	 (i)      	 the Executive shall be entitled to receive as a
        lump sum the amount obtained by multiplying the Executive's Basic Salary
        on the date of resignation or dismissal by 36; 

	 
	 	 	 (ii)      	 the Executive may exercise all rights which have
        vested, or would have vested in him at any time in the future had he not
        resigned or been dismissed, under the Kimber Resources Inc. 2002 Stock
        Option Plan as it exists at the Termination Date, provide that any such
        rights which are not exercised before the expiry of 90 days following
        the Termination Date or before 4:30 p.m., Vancouver time, on the expiration
        date stated in the stock option agreement in which such rights were granted,
        whichever is earlier, shall be null and void; 

	 
	 	 	 (iii)      	 the Executive shall be entitled to receive as a
        lump sum the amount which the Company would have to pay to provide for
        a period of three (3) years from the Termination Date the benefits to
        which the Executive and his family were entitled immediately before the
        termination Date under the Benefit Plans (exclusive of bonus or incentive
        plans, stock option plans, stock purchase plans or similar plans, disability
        benefit plans and pension plans and supplemental pension plans); and 

	 
	 	 	 (iv)      	 the Executive shall be entitled to receive, as a
        lump sum, compensation at the Executive's Basic Salary on the date of
        resignation or dismissal for any holidays or vacations earned but unpaid
        up to the Termination Date. 

	 
	 	 (d)      	 Any payment to be made to the Executive
        pursuant to this Agreement shall, at the option of the Executive, be paid
        directly to the Executive or be paid to a trustee, person, party, fund
        or plan nominated by the Executive. 

	 
	 	 (e)      	 In the event of any conflict or inconsistency
        between the terms of the 2002 Stock Option Plan of the Company as it exists
        from time to time or any option granted thereunder and the terms of this
        Agreement, the terms of this Agreement shall prevail. 

	 
	 	 (f)      	 This Agreement, and any claimed or actual
        breach thereof by the Executive, shall not in any way adversely affect
        the Executive's rights and benefits and those of 

	 







	 	 	 his heirs, personal representatives, executors,
        administrators and estate under the Benefit Plans. 

	 	 	

	 	 (g)      	 If the Executive has the right to resign in accordance
        with the terms of paragraph 3 or is dismissed as contemplated by this
        paragraph 5, all of the rights of the Executive shall survive the termination
        of this Agreement and the Executive shall be entitled to exercise all
        rights pursuant to this Agreement as if this Agreement had not terminated.
      




6. Legality 

 If any one or more of the provisions of this Agreement for
  any reason are held to be illegal or invalid then such illegality or invalidity
  shall not affect any other provision hereof, but this Agreement shall be construed
  and enforced as if such illegal or invalid provision or provisions had never
  been contained herein. 

 7.  Waiver 

 Any waiver by either the Company or the Executive of any breach
  of covenant on the part of the other of them shall not constitute a waiver of
  any subsequent breach. 

 8. Legal Counsel 

 Any and all legal fees, costs and disbursements which the
  Executive may be required to pay to enforce or defend his rights under this
  Agreement shall be paid or reimbursed to the Executive by the Company on a regular,
  periodic basis upon presentation by the Executive of a statement or statements
  prepared by his counsel in accordance with its or their customary practices.


 9. Notices 

 All notices to one party to this Agreement by the other shall
  be in writing and delivered to the following addresses: 

	
To the Company: 
		 
		
      KIMBER RESOURCES INC. 
	
	 

		 
		
      Suite 215 - 800 West Pender Street, 
	
	 

		 
		
      Vancouver, BC, V6C 2V6 
	
	 

		 
		
      Attention: President 
	
	 

	
	 

	
	
To the Executive: 
		 
		
      ROBERT V. LONGE 
	
	 

		 
		
      4762 The Highway 
	
	 

		 
		
      West Vancouver, British Columbia 
	
	 

		 
		
      V7W 1J5 
	










 or to such other address as may be specified by one party
  to the other in a notice given in the manner herein provided. Any notice given
  in such manner shall be deemed to have been received by the party to whom it
  is given on the date of delivery. 

 10. Time 

 Time shall be of the essence of this Agreement. 

 11. No Assignment 

 This Agreement shall not be assigned or transferred by the
  Executive or the Company without the prior written consent of the other. Any
  assignment or transfer without such consent shall be null and void. 

 12. Enurement 

 This Agreement shall ensure to the benefit of and be binding
  upon the parties hereto andtheir respective heirs, personal representatives,
  executors, administrators, successors and permitted assigns. 


	 	 Kimber Resources Inc.  
	 	  
	 	  
	 	 per:  J. John Kalmet 
    
	 	 Director  





 Executed by ROBERT V. LONGE 

  as of the date first above written in the 

  presence of: 

	 "Elisa Hoole"	 "R. V. Longe"
	 Signature  	 ROBERT V. LONGE  
	 	 
	 4-1075 W. Broadway	  
	 Address  	  
	 	 
	 Vancouver. BC

      	  
	 	 
	 V6H 1E2