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





 20F ITEM 19 Exhibit 4.l 

 TRANSFER AGENT, REGISTRAR AND DIVIDEND

  DISBURSING AGENT AGREEMENT


THIS AGREEMENT made as of the 29th day of April, 2002 in the City of Vancouver, Province of British Columbia, Canada. 


BETWEEN:           


  
     KIMBER RESOURCES INC.,  

      a company incorporated under the laws of British Columbia  

      with an office in the City of Vancouver in the Province of British
      Columbia

     (hereinafter called the "Company") 

     PARTY OF THE FIRST PART 

  




AND:  


  
      COMPUTERSHARE INVESTOR SERVICES INC. 

      a trust company incorporated under the laws of Canada 

      with an office in the City of Vancouver in the Province of British
      Columbia

     (hereinafter called the "Computershare") 

     PARTY OF THE SECOND PART 

  



 This Agreement witnesses that in consideration of the mutual agreements contained
  herein and other good and valuable consideration, the receipt and sufficiency
  of which are hereby acknowledged by the parties hereto, the parties covenant
  and agree as follows:

	1. 	Transfer Agent and Registrar 

       The Company hereby appoints Computershare as its Transfer
        Agent and Registrar to keep the Register of Holders and the Register of
        Transfers at its principal stock transfer office in the City of Vancouver
        and Branch Registers of Transfers at stock transfer office(s) in the city(ies)
        of _______________________, and such additional cities as may be confirmed
        to Computershare hereafter pursuant to the written direction of the Company,
        for the Common shares (the "Shares") of the Company, and
        Computershare hereby accepts such appointment upon the terms herein contained.
      


	 	 
	2. 	Registers of Holders and Transfers 
	 	 


	 	 (a)      	 Computershare shall, at such offices, keep the Company's
        Register of Holders, Register of Transfers and Branch Register(s) of Transfers
        (collectively the "Registers") and unissued share certificates and, subject
        to any general or particular instructions as may from time to time be
        given to it by the Company, or any applicable law, Computershare shall:
      

	 





 

	 	 	 (i)      	 make such entries from time to time in the Registers
        as may be necessary in order that the accounts of each holder of Shares
        be properly and accurately kept and transfers of Shares properly recorded;
      

	 
	 	 	 (ii)      	 upon payment of any applicable transfer taxes, countersign,
        register and issue share certificates to the shareholders entitled thereto,
        representing the Shares held by or transferred to them, respectively;
      

	 
	 	 	 (iii)      	 record the particulars of all transfers of Shares
        upon the Register of Transfers or any Branch of Registers of Transfers;
        and 

	 
	 	 	 (iv)      	 furnish to the Company, upon the reasonable request
        and at the expense of the Company, such statements, lists, entries, information
        and material, concerning transfers and other matters, as are maintained
        or prepared by it as Transfer Agent, Registrar and/or Dividend Disbursing
        Agent of the Company. 

	 


	 	 (b)      	 The Company agrees that so long as this Agreement
        is in force, it shall issue no certificates for Shares without such certificates
        being countersigned by Computershare in its capacity as Transfer Agent
        and Registrar. 

	 
	 	 (c)      	 The Company represents and warrants that all Shares
        issued and outstanding on the date of this Agreement are issued and outstanding
        as fully-paid and non- assessable and that with respect to future allotments
        and issuances of Shares, Computershare shall issue and regard such Shares
        as fully-paid and non- assessable. 

	 


	 3.      	 Dividend Disbursing Agent 
	 
	 	 The Company hereby appoints Computershare as its
        Dividend Disbursing Agent to disburse to the holders of Shares of the
        Company dividends that may from time to time be declared by the board
        of directors of the Company and Computershare hereby accepts such appointment
        upon the terms herein contained. 

	 
	 	 Computershare shall disburse such dividends upon
        receiving a certified copy of a resolution of the board of directors of
        the Company declaring such dividends and, at least one business day before
        each payable date, funds in an amount sufficient for the payment of such
        dividends. 

	 
	 4.      	 Sub-Agents 
	 
	 	 The Company acknowledges and agrees that Computershare
        may, notwithstanding any other provision of this Agreement, appoint one
        or more agents ("Sub-agents") to maintain Branch Registers of Transfers
        kept in cities outside of Canada, if any. Computershare shall notify the
        Company of any such Sub-agent so appointed. 

	 





 

	 5.      	 Signatories 
	 
	 	 The Company shall deliver any evidence
        of its appointment of signatories which may be requested from time to
        time by Computershare. 

	 
	 	 The Company shall lodge with Computershare
        certified specimens of the signatures of the directors and/or officers
        of the Company authorized to sign share certificates and other documents.
      

	 
	 	 The Company shall provide Computershare
        with all possible assistance in identifying the signatures of shareholders
        of the Company so that Computershare may be in a position to guard against
        illegal transfers. 

	 
	 	 Computershare may act upon any signature,
        certificate or other document believed by it to be genuine and to have
        been signed by the proper person or persons or refuse to transfer a share
        certificate if it is not satisfied as to the propriety of the requested
        transfer. 

	 
	 6.      	 Legal Advice and Appointment of Agents 
	 
	 	 Computershare is hereby authorized, at its discretion and at
      the expense of the Company: 
	 
	 	 (a)      	 to refer all documents or requests relating to any
        transfers or any other matters to its legal department, the Company's
        legal department, the Company's solicitors, or the solicitors for Computershare
        for direction and advice and Computershare, in doing so, shall be indemnified
        and held harmless by the Company against and from any liability, cost
        and expense for any action taken by it in accordance with such instructions
        or advice. Computershare may, however, accept and act on any documents
        which appear to it to be in order and, in such cases, in the absence of
        bad faith, gross negligence or willful misconduct, shall be indemnified
        and held harmless by the Company against and from any liability, cost
        and expense; and 

	 
	 	 (b)      	 to employ such counsel, consultants, experts, advisers,
        agents or agencies (hereinafter "Assistants") as it may reasonably require
        for the purpose of discharging its duties hereunder and shall not be responsible
        for the negligent actions or misconduct of such parties. 

	 
	 7.      	 Limitation of Liability and Indemnification 
	 
	 	 The transfer of any Shares in respect
        of a share certificate presented to Computershare may be refused by it
        until such time as it is satisfied that such share certificate is valid,
        that the endorsement thereon is genuine and that the transfer requested
        is properly and legally authorized. Computershare shall not incur any
        liability in refusing good faith to effect any transfer which in its judgment
        is improper or unauthorized, or in carrying out in good faith any transfer
        which in its judgment is proper or authorized. Computershare shall be
        entitled to treat as valid any certificate for Shares purporting to have
        been issued by or on behalf of the Company prior to the date of this Agreement.
      

	 







  The Company agrees to defend, indemnify and hold harmless
    Computershare, its successors and assigns, and its and each of their respective
    directors, officers, employers and agents (the "Indemnified Parties") against
    and from any demands, claims, assessments, proceedings, suits, actions, costs,
    judgments, penalties, interest, liabilities, losses, damages, debts, expenses
    and disbursements (including expert consultant and legal fees and disbursements
    on a solicitor and client basis) (collectively, "Claims") that the Indemnified
    Parties, or any of them, may suffer or incur, or that may be asserted against
    them, or any of them, in consequence of, arising from or in any way relating
    to this agreement (as the same may be amended, modified or supplemented from
    time to time) or Computershare's duties hereunder or any other services that
    Computershare may provide to the Company in connection with or in any way
    relating to this Agreement or Computershare's duties hereunder, except that
    no individual Indemnified Party shall be entitled to indemnification in the
    event such Indemnified Party is found to have acted in bad faith, engaged
    in willful misconduct or been grossly negligent. For greater certainty, the
    Company agrees to indemnify and save harmless the Indemnified Parties against
    and from any present and future taxes (other than income taxes), duties, assessments
    or other charges imposed or levied on behalf of any governmental authority
    having the power to tax in connection with Computershare's duties hereunder.
  

   The Company agrees that its liability hereunder shall be
    absolute and unconditional, regardless of the correctness of any representations
    of any third parties and regardless of any liability of third parties to the
    Indemnified Parties, and shall accrue and become enforceable without prior
    demand or any other precedent action or proceeding, and shall survive the
    resignation or removal of Computershare of the termination of this Agreement.
  

   Computershare shall be under no obligation to prosecute
    or defend any action or suit in respect of its agency relationship under this
    Agreement, but will do so at the request of the Company provided that the
    Company furnishes indemnity satisfactory to Computershare against any liability,
    cost or expense which might be incurred. 

   Computershare shall not be liable for any error in judgment
    or for any act done or step taken or omitted by it in good faith or for any
    mistake, of fact or law, or for anything which may do or refrain from doing
    in connection herewith except arising out of its bad faith or willful misconduct.
    In particular but without limiting the generality of the foregoing, Computershare
    shall, with respect to meetings of securityholders, not be liable for having
    relied upon or deferred to the instructions or decisions of the Company, its
    legal counsel, or the chairman of the meeting. 

   In the event Computershare is in breach of this Agreement
    or its duties hereunder or any agreement or duties relating to any other services
    that Computershare may provide to the Company in connection with or in any
    way relating to this Agreement or Computershare's duties hereunder, Computershare
    shall not be liable for any claims or damages of any kind or nature whatsoever,
    even in the event of Computershare's negligence, except to the extent that
    Computershare has acted in bad faith or engaged in willful misconduct. Notwithstanding
    the foregoing, Computershare agrees that charges for such items as postage
    and printed notices that are incurred by it as a direct result of its own
    gross negligence shall be absorbed by it. 







	 8.      	 Protection of the Transfer Agent, Registrar and Dividend
      Disbursing Agent 
	 
	 	 Computershare shall: 
	 
	 	 (a)      	 retain the right not to act and shall not be liable
        for refusing to act unless it has received clear documentation. Such documentation
        must not require the exercise of any discretion or independent judgment;
      

	 
	 	 (b)      	 disburse funds hereunder only to the extent that
        funds have been deposited with it; 

	 
	 	 (c)      	 if any funds are received by it in the form of uncertified
        cheques, be entitled to delay the time for release of such funds until
        such uncertified cheques shall be determined to have cleared the financial
        institution upon which the same are drawn; 

	 
	 	 (d)      	 incur no liability with respect to the delivery
        or non-delivery of any share certificate whether delivered by hand, mail
        or other means; and 

	 
	 	 (e)      	 if it shall hold any amount on account of dividends
        or other distributable amount which is unclaimed or which cannot be paid
        for any reason, be under no obligation to invest or reinvest the same
        but shall only be obligated to hold same in a current or other non-interest
        bearing account pending payment to the person or persons entitled thereto,
        and shall be entitled to retain for its own account any benefit earned
        by the holding of same prior to its disposition in accordance with this
        Agreement. 

	 
	 9.      	 Documents 
	 
	 	 The Company agrees that it will promptly
        furnish to Computershare from time to time: 

	 
	 	 (a)      	 copies of all articles, any amendments thereto and
        all relevant By-laws; 

	 
	 	 (b)      	 copies of all resolutions of the board of directors
        of the Company allotting or providing for the issuance of Shares; 

	 
	 	 (c)      	 copies of all relevant documents and proceedings
        relating to increases and reductions in the Company's capital, the reorganization
        of or change in its capital or the bankruptcy, insolvency or winding-up
        of the Company or the surrender of its charter; and 

	 
	 	 (d)      	 that number of unissued share certificates as are
        reasonably requested by Computershare from time to time. 

	 





 

	 10.      	 Custody 
	 
	 	 All shares certificates surrendered to Computershare
        for cancellation shall be held by it for a period of ten years. Computershare
        shall not be required to hold such certificates after the expiry of such
        period and the Company agrees to instruct Computershare from time to time
        as to the disposal to be made of them. 

	 
	 11.      	 Assignment 
	 
	 	 Any entity resulting from the merger, amalgamation
        or continuation of Computershare or succeeding to all or substantially
        all of its transfer agency business (by sale of such business or otherwise),
        shall thereupon automatically become the Transfer Agent, Registrar and
        Dividend Disbursing Agent hereunder without further act or formality.
        This Agreement shall enure to the benefit of and be binding upon the parties
        hereto and their successors and assigns. 

	 
	12. 	 Notices 
	 
	 	 Any notice or notification to be given by one party
        to this Agreement to the other shall be in writing and delivered or sent,
        by first class insured mail, or by facsimile transmission or any other
        form of written recorded communication to the following address: 

	 
	 	 If to the Company: 

	 
	 	 Kimber Resources Inc. 

        400 –789 West Pender St 

        Vancouver, BC V6C 1H2 

	 
	 	 Attention:     Corporate Secretary
      

	 
	 	 If to Computershare: 

	 
	 	 Computershare Trust Company of Canada 

        510 Burrard Street 

        Vancouver, BC V6C 3B9 

	 
	 	 Attention:    Manager, Client Servicing
      

	 
	 	 or to such other address as the party to whom such
        notice or communication is to be given shall have last designated to the
        party giving the same in the manner specified in this Section 12. Any
        such notice or communication shall be deemed to have been given and received
        on the business day after it is so delivered or sent. 

	 
	 13.      	 Fees and Expenses 
	 
	 	 The Company shall pay Computershare for the above-mentioned
        services and for all additional services required to fulfill its obligations
        hereunder or provided in connection herewith in accordance with the existing
        tariff or schedule of fees, which fees are subject to revision from time
        to time on 30 days' written notice, and shall 

	 







	 	reimburse Computershare for all costs and expenses,
        including Assistants' and legal fees and disbursements. Without limiting
        the generality of the foregoing and notwithstanding any other provision
        of this Agreement or of any tariff or schedule of fees, the Company agrees
        to pay Computershare such additional compensation, costs and expenses
        as are agreed between the parties to be warranted by any additional time,
        effort and/or responsibility incurred or expended by Computershare in
        order to comply with any laws it may be subject to as Transfer Agent,
        Registrar and Dividend Disbursing Agent, including, without limitation,
        unclaimed property legislation. 

       Any amount due under this section and unpaid 30 days
        after request for such payment, will bear interest from the expiration
        of such period at a rate per annum equal to the then current rate charged
        by Computershare, payable on demand. All amounts so payable and the interest
        thereon will be payable out of any assets in the possession of Computershare
        in priority to amounts owing to any other persons. 

       The Company shall consider the fees of Computershare
        to be confidential information to the extent that such fees are not represented
        by a published schedule, and shall not disclose such fees to a third party
        without Computershare's consent. 

	 	 
	 14.      	 Further Assurances and Co-operation 
	 
	 	 The parties hereto shall with reasonable diligence
        do all such things and provide all such reasonable assurances and execute
        all such documents, agreements, and other instruments as may reasonably
        be necessary or desirable to for the purpose of carrying out the provisions
        and intent of this Agreement. The parties further acknowledge that the
        implementation of this Agreement will require the co-operation and assistance
        of each of them. In particular, the parties agree to work in co- operation
        with any Sub-agent that Computershare may duly appoint. The fees and expenses
        to Computershare of any such Sub-agent shall be added to and form part
        of its compensation hereunder, and shall be reimbursed by the Company
        as set forth above, provided that the parties may, with such Sub-agent,
        agree that the Sub-agent shall invoice the Company directly. 

	 
	 15.      	 Termination 

	 
	 	 Computershare agrees faithfully to carry out and
        perform its duties under this Agreement and upon termination hereof and
        provided that the Company is in compliance with all of the terms of this
        Agreement, including the payment of all amounts owing to Computershare
        hereunder, to deliver over to the Company the Registers, share certificates
        and any other documents connected with the business of the Company and
        a receipt signed by the Chairman, the President or any Vice President
        or the Corporate Secretary of the Company shall be a valid discharge to
        Computershare. 

	 
	 	 In the event the Company defaults in its payment
        obligations to Computershare hereunder, Computershare shall have the right,
        commencing forty-five (45) days following written notification to the
        Company of such default and unless such default has been remedied, to
        immediately terminate this Agreement, subject to Computershare's rights
        and recourses under this Agreement or applicable law. 

	 










Computershare shall be entitled in addition to the above remedies to any other rights and recourses it may have against the Company. 


This Agreement may be terminated by either the Company or Computershare upon three months' notice, in writing, being given to the other. 


This Agreement shall be governed by the laws of the Province of British Columbia and the laws of Canada applicable therein. 

 In witness whereof this agreement has been duly executed by the parties hereto
  as of the date and at the place first above written. 

 


KIMBER RESOURCES INC. 

 Per: "/s/ R.V. Longe"

  Director

 COMPUTERSHARE TRUST COMPANY OF CANADA 

Per: "/s/ Indistinguishable"

Per: "/s/ Indistinguishable"