AGENCY AGREEMENT -- UNIT PRIVATE PLACEMENT

AGENCY AGREEMENT -- UNIT PRIVATE PLACEMENT

THIS AGREEMENT dated for reference March 26, 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 1,666,667 Units at a price of $0.45 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:

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 1,666,667 Units, at a price of $ 0.45 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.

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 18 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 $0.55 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:

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), a portion of the Agent's Fee may, at the option of the Agent, be paid by the issuance of Agent's Units at a deemed price of $0.45 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 18 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 $0.55 per Agent's Warrant Share during the exercise period of the Agent's Warrant.

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 $4,000.

6.               OFFERING RESTRICTIONS

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

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.

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:

9.               CLOSINGS

9.1             In this Section:

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: