February 3, 2010

Exhibit 4.mmm

February 3, 2010

Xx. Xxxxxx Xxxxxxxx
Chief Executive Officer
Kimber Resources Inc.
000 Xxxx Xxxxxx Xxxxxx
Xxxxx 000
Xxxxxxxxx, Xxxxxxx Xxxxxxxx
Xxxxxx, X0X 0X0

Re:  Engagement Letter 

Gentlemen:

Reference is made hereby to that certain Engagement Agreement (the “Engagement Agreement”) dated December 7, 2009 by and among Kimber Resources Inc. and Scarsdale Equities LLC("Scarsdale").

1. Section 5(b) of the Engagement Agreement is hereby amended to read in its entirety as follows:

“5(b) With respect to the expenses set forth in Section 3, upon termination of the Offering Engagement Period, Scarsdale shall be entitled to collect its actual out-of-pocket expenses accrued through the date of termination, not to exceed $30,000.”

2. Section 5(d) of the Engagement Agreement is hereby removed in its entirety.

Very truly yours,

SCARSDALE EQUITIES LLC

	By:	/s/ Xxxx Xxxxx
		Xxxx Xxxxx
		Chief OperatingOfficer

Kimber Resources, Inc.
February 3, 2010
Page 2

Confirmed and accepted as of
this 3rd day of February, 2010:

KIMBER RESOURCES, INC.

By:	/s/ GordonCummings
	Xxxxxx Xxxxxxxx
	Chief Executive Officer