0001062993-04-001537 Sample Contracts

AGENCY AGREEMENT -- UNIT PRIVATE PLACEMENT
Agency Agreement • September 28th, 2004 • Kimber Resources Inc. • British Columbia
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Contract
Temporary Occupation of Ejido Land Agreement • September 28th, 2004 • Kimber Resources Inc. • Chihuahua

THIS TEMPORARY OCCUPATION OF EJIDO LAND AGREEMENT is made and entered in the Town of Monterde, Municipality of Guazaparez, State of Chihuahua, Mexico, on this the 13th day of July, 2003, by and between:

Sale and Purchase of Mining Concessions Agreement
Sale and Purchase of Mining Concessions Agreement • September 28th, 2004 • Kimber Resources Inc.

THIS AGREEMENT is made and entered in the City of Chihuahua, State of Chihuahua, Mexico on this the 20th day of June, 2003 by and between:

CARRIED INTEREST AGREEMENT
Carried Interest Agreement • September 28th, 2004 • Kimber Resources Inc. • British Columbia

THIS AGREEMENT is made and entered on this 18th day of February, 2000 (hereinafter the "Effective Date"), by and between KIMBER RESOURCES INC., a British Columbia Canada corporation with its principal office located at 400 – 789 West Pender Street, Vancouver, B.C., Canada V6C 1H2 (hereinafter "KRI"), and THORNE INTERNATIONAL LTD., a Virginia corporation with its principal office located at 2120 Wordsworth Court, Suite 402, Herndon, Virginia 20170, (hereinafter "TIL"), and MINERA AYUTLA S.A. DE C.V., a Mexican corporation with its principal office located at Dr. Aguilar 150, Hermosillo, Sonora, Mexico (hereinafter "MAS") (Collectively, TIL and MAS are referred to herein as the "Developers") for the purpose of establishing a Carried Interest Agreement between them.

STOCK OPTION AGREEMENT
Stock Option Agreement • September 28th, 2004 • Kimber Resources Inc. • British Columbia

KIMBER RESOURCES INC., a company duly incorporated under the laws of the Province of British Columbia, having its head office located at Suite 400 - 789 West Pender Street, Vancouver, British Columbia, V6C 1H2

Sale and Purchase of Mining Concessions Agreement
Sale and Purchase of Mining Concessions Agreement • September 28th, 2004 • Kimber Resources Inc.

THIS AGREEMENT is made and entered in the City of Chihuahua, State of Chihuahua, Mexico on this the 20th day of June, 2003 by and between:

TRANSFER AGENT, REGISTRAR AND DIVIDEND DISBURSING AGENT AGREEMENT
Transfer Agent, Registrar and Dividend Disbursing Agent Agreement • September 28th, 2004 • Kimber Resources Inc. • British Columbia

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:

Toronto Stock Exchange listing agreement
Toronto Stock Exchange Listing Agreement • September 28th, 2004 • Kimber Resources Inc.

In consideration of the listing on The Toronto Stock Exchange (hereinafter called the "Exchange") of securities of the undersigned (hereinafter called the "Applicant"), the Applicant agrees with the Exchange as follows:

THIS AGREEMENT is made as of the 13th day of January, 2004 BETWEEN:
Employment Agreement • September 28th, 2004 • Kimber Resources Inc.

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

Sale and Purchase of Mining Concession Agreement
Sale and Purchase of Mining Concession Agreement • September 28th, 2004 • Kimber Resources Inc.

THIS AGREEMENT is made and entered in the City of Chihuahua, State of Chihuahua, Mexico on this the 20th day of June, 2003 by and between:

SALE AND PURCHASE OF MINING CONCESSION AGREEMENT
Sale and Purchase of Mining Concession Agreement • September 28th, 2004 • Kimber Resources Inc. • Chihuahua

THIS AGREEMENT is made and entered in the City of Chihuahua, State of Chihuahua, Mexico on this the 22nd day of June, 2004 by and between:

Sale and Purchase of Mining Concessions Agreement
Sale and Purchase of Mining Concessions Agreement • September 28th, 2004 • Kimber Resources Inc. • Chihuahua

THIS AGREEMENT is made and entered in the City of Chihuahua, State of Chihuahua, Mexico on this the 18 day of May, 2004 by and between:

Sale and Purchase of Mining Concessions Agreement
Sale and Purchase of Mining Concessions Agreement • September 28th, 2004 • Kimber Resources Inc.

THIS AGREEMENT is made and entered in the City of Chihuahua, State of Chihuahua, Mexico on this the 8th day of September, 2003 by and between:

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