NORD RESOURCES CORP
AMENDED AND RESTATED WAIVER AGREEMENT AND AMENDMENT OF EMPLOYMENT AGREEMENT BETW
<DOCUMENT>
<TYPE>EX-10.5
<SEQUENCE>6
<FILENAME>exhibit10-5.htm
<DESCRIPTION>AMENDED AND RESTATED WAIVER AGREEMENT AND AMENDMENT OF EMPLOYMENT AGREEMENT BETWEEN NORD RESOURCES CORPORATION AND RONALD HIRSCH DATED OCTOBER 18, 2006*
<TEXT>
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<P align=center><B>AMENDED AND RESTATED<BR><BR></B><B>WAIVER AGREEMENT AND
<BR>AMENDMENT OF EMPLOYMENT AGREEMENT</B></P>
<P align=justify><B>THIS AGREEMENT</B> is made as of the 18th day of October,
2006.</P>
<P align=justify><B>BETWEEN</B>:</P>
<P style="MARGIN-LEFT: 5%" align=justify><B>NORD RESOURCES CORPORATION</B>, a
corporation <BR>organized under the laws of Delaware</P>
<P style="MARGIN-LEFT: 5%" align=justify>(the &#147;Company&#148;)</P>
<P align=justify><B>AND</B>:</P>
<P style="MARGIN-LEFT: 5%" align=justify><B>RONALD A. HIRSCH</B>, an adult
individual residing in the County <BR>of Orange, State of California</P>
<P style="MARGIN-LEFT: 5%" align=justify>(the &#147;Executive&#148;)</P>
<P align=justify><B>WHEREAS</B>:</P>
<P align=justify>(A) The Company and the Executive entered into an executive
employment agreement dated January 2, 2004 (the &#147;Employment Agreement&#148;) whereby
the Executive agreed to act as Chief Executive Officer of the Company subject to
the terms and conditions set out in the Employment Agreement;</P>
<P align=justify>(B) The Employment Agreement gives the Executive certain rights
in relation to a Change in Control (as defined in the Employment Agreement) that
may be triggered if the persons who constituted the board of directors of the
Company as at January 2, 2004 cease for any reason to constitute at least a
majority of the board of directors of the Company;</P>
<P align=justify>(C) As at January 2, 2004 the board of directors consisted of
the Executive, Erland Anderson (&#147;Anderson&#148;) and Stephen D. Seymour;</P>
<P align=justify>(D) Effective February 15, 2006, Anderson resigned as director
of the Company and Nicholas Tintor (&#147;Tintor&#148;),Wade D. Nesmith, Douglas R.
Hamilton and John F. Cook (the &#147;New Directors&#148;) were each appointed as directors
of the Company;</P>
<P align=justify>(E) In view of ongoing efforts to reactivate the Johnston Camp
Mine following receipt of the 2005 Feasibility Study prepared by Winters, Dorsey
&amp; Company LLC, the board of directors of the Company determined in February
2006 that the Company required a full-time President and Chief Executive Officer
and identified Tintor as a suitable person for the position;</P>
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<P align=justify>(F) The parties entered into a Waiver Agreement and Amendment
of Employment Agreement dated February 15, 2006 (the &#147;First Amendment&#148;) whereby
the Executive agreed, among other things, to </P>
<P style="MARGIN-LEFT: 5%" align=justify>(i) waive the right provided in Section
7 of the Employment Agreement in connection with the resignation of Anderson as
a director of the Company and the appointment of the New Directors, and </P>
<P style="MARGIN-LEFT: 5%" align=justify>(ii) resign as Chief Executive Officer
and continue as Chairman of the Company; </P>
<P align=justify>(G) Effective August 21, 2006, Tintor resigned as President and
Chief Executive Officer and Anderson was appointed as the Company&#146;s interim
President and Chief Executive Officer;</P>
<P align=justify>(H) As of September 30, 2006, the Company owes the
Executive:</P>
<P style="MARGIN-LEFT: 5%" align=justify>(b) $550,000 in accrued and unpaid
salary (the &#147;Accrued Salary&#148;), and</P>
<P style="MARGIN-LEFT: 5%" align=justify>(c) $295,000 (the &#147;Accrued Consulting
Fees&#148;) for services provided by the Executive to the Company between May 1, 2001
and October 19, 2003; and</P>
<P align=justify>(I) The parties wish to amend and restate the First Amendment
as set out herein.</P>
<P align=justify><B>THIS AGREEMENT WITNESSES</B> that in consideration of the
payment by the Company to the Executive of consideration in the amount of
US$10.00, the receipt and sufficiency of which is hereby acknowledged by the
parties, the Company and the Executive agree as follows:</P>
<P align=justify><B>Definitions</B></P>
<P align=justify>1. Unless otherwise defined herein, all capitalized terms shall
have the meaning set forth in the Employment Agreement.</P>
<P align=justify><B>First Amendment</B></P>
<P align=justify>2. This Agreement shall replace the First Amendment in its
entirety.</P>
<P align=justify><B>Waiver</B></P>
<P align=justify>3. The Executive agrees to waive any right he may have in
connection with the resignation of Anderson and the appointment of the New
Directors.</P>
<P align=justify>4. The Executive waives any rights that he may have against the
Company pursuant to the Employment Agreement in respect of his resignation as
Chief Executive Officer of the Company on February 15, 2006, the appointment of
Tintor as Chief Executive Officer on February 15, 2006, the resignation of
Tintor as Chief Executive Officer on August 21, 2006, and the appointment of
Anderson as interim Chief Executive Officer on August 21, 2006.</P>
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<P align=justify><B>Accrued Salary and Accrued Consulting Fees</B></P>
<P align=justify>5. The Company will, on the earlier of the closing date of</P>
<P style="MARGIN-LEFT: 5%" align=justify>(a) a registered equity offering and/or
a debt project financing (collectively or separately, a &#147;Funding&#148;) in which the
Company raises not less than the aggregate of $25,000,000; or</P>
<P style="MARGIN-LEFT: 5%" align=justify>(b) a significant corporate transaction
(a &#147;Significant Transaction&#148;) in which</P>
<P style="MARGIN-LEFT: 10%" align=justify>(i) any person, together with all
affiliates and associates of such person, becomes the beneficial owner, directly
or indirectly, of securities of the Company representing 51% or more of the
common shares of the Company, or </P>
<P style="MARGIN-LEFT: 10%" align=justify>(ii) there is a sale, lease, exchange
or other transfer (in one transaction or a series of transactions contemplated
or arranged by any party as a single plan) of all or substantially all of the
assets of the Company or of assets of the Company valued at $12,000,000 or
greater,</P>
<P style="MARGIN-LEFT: 5%" align=justify>pay the Accrued Consulting Fees and all
Accrued Salary owing to the Executive on the date of such payout, as set out in
Section 6 or 7 below, as the case may be.</P>
<P align=justify>6. In the event of a Funding, the Company will pay the Accrued
Salary and Accrued Consulting Fees as follows:</P>
<P style="MARGIN-LEFT: 5%" align=justify>(a) as to 50% in cash; and</P>
<P style="MARGIN-LEFT: 5%" align=justify>(b) as to 50% in fully-paid and
non-assessable shares of common stock of the Company (the &#147;Shares&#148;) with a
deemed issue price per Share equal to 75% of either</P>
<P style="MARGIN-LEFT: 10%" align=justify>(i) the price at which one share of
common stock, or if applicable, one unit that includes one share of common
stock, is sold pursuant to a Funding, or</P>
<P style="MARGIN-LEFT: 10%" align=justify>(ii) the average closing market price
of the Company&#146;s common stock for the 20 days immediately preceding the closing
date of the Funding, in the event that the Funding does not include a registered
equity offering.</P>
<P align=justify>7. In the event of a Significant Transaction, the Company will
pay the Accrued Salary and the Accrued Consulting Fees in cash on the closing
date of the Significant Transaction.</P>
<P align=justify>8. Sections 6 and 7 of this Agreement will automatically
terminate and cease to have any binding effect as of 11:59 p.m. (Tucson time) on
February 15, 2007 (the &#147;Adjustment Date&#148;), and the Accrued Salary and Accrued
Consulting Fees will continue to be an amount payable by the Company to the
Executive on demand, if neither a Funding nor a Significant Transaction shall
have closed by that time; provided, however, that if a letter of intent, a
memorandum of understanding (whether binding or not) or an agreement with
respect to a </P>
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<P align=justify>Significant Transaction shall have been entered into by the
Company no later than 11:59 p.m. (Tucson time) on the Adjustment Date, Sections
6 and 7 shall continue in full force and effect unless such letter of intent,
memorandum of understanding or agreement is terminated or otherwise lapses
without the consummation of a Significant Transaction, in which event Sections
5, 6 and 7 of this Agreement shall terminate at such time.</P>
<P align=justify><B>Health Benefits</B></P>
<P align=justify>9. Notwithstanding the Executive&#146;s retirement, resignation or
termination for any reason other than for Cause or as a result of a Significant
Transaction in which any person, together with all affiliates and associates of
such person, becomes the beneficial owner, directly or indirectly, of securities
of the Company representing 51% or more of the common shares of the Company, the
Company shall continue to provide health insurance benefits to the Executive at
the level applicable to the Executive immediately prior to the Adjustment Date
until the Executive reaches the age of 65.</P>
<P align=justify><B>Chairman</B></P>
<P align=justify>10. The Parties agree that the Executive will, subject to
Section 15, have the right to continued employment as Chairman until 11:59 p.m.
(Tucson time) on the Adjustment Date, and thereafter will continue to serve as
Chairman at the pleasure of the Company&#146;s board of directors for such period
(the &#147;Extension Period&#148;) and on such terms as may be mutually agreed to in
writing between the Company and the Executive, and, except as amended hereby,
all provisions of the Employment Agreement shall apply during the Extension
Period.</P>
<P align=justify>11. The Executive&#146;s base salary in his capacity as Chairman
from February 15, 2006, to Adjustment Date will be $200,000 per annum (the &#147;Base
Salary&#148;) and thereafter will be $100,000 per annum (the &#147;Adjusted Base
Salary&#148;).</P>
<P align=justify>12. Notwithstanding anything contained herein to the contrary
but subject to Section 15, if a letter of intent, a memorandum of understanding
(whether binding or not) or an agreement with respect to a Significant
Transaction shall have been entered into by the Company no later than 11:59 pm
(Tucson time) on the Adjustment Date, the Executive shall have the right to
continued employment as Chairman until the date on which such letter of intent,
memorandum of understanding or agreement is terminated or otherwise lapses
without the consummation of a Significant Transaction, in which event the date
of such termination or lapse shall be deemed to be the Adjustment Date for the
purposes of Section 11.</P>
<P align=justify>13. In the event of a Funding, the Executive&#146;s Base Salary or
Adjusted Base Salary, as the case may be, thereafter will be payable in arrears,
in cash, on or before the last day of each business day of each month.</P>
<P align=justify><B>Chief Executive Officer</B></P>
<P align=justify>14. If the Company does not complete a Significant Transaction
no later than 11:59 pm (Tucson time) on the Adjustment Date<B>,</B> the
Executive may, at the option (&#147;Option&#148;) of the </P>
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<P align=justify>Executive communicated to the Company in writing and subject to
the approval of the Company&#146;s board of directors, be appointed the President and
Chief Executive Officer of the Company on the terms and subject to payment of an
annual salary to be agreed between the parties; provided, however, that if a
letter of intent, a memorandum of understanding (whether binding or not) or an
agreement with respect to a Significant Transaction shall have been entered into
by the Company no later than 11:59 pm (Tucson time) on the Adjustment Date, then
this Section 14 shall not apply unless such letter of intent, memorandum of
understanding or agreement is terminated or otherwise lapses without the
consummation of a Significant Transaction (in which event the Option will be
deemed to have been exercised as of the time of such termination or lapse). For
greater certainty, the parties acknowledge and agree that the Company will be
not obliged to appoint the Executive as the President and Chief Executive
Officer unless there is agreement between the parties on the remuneration and
other terms of the Executive&#146;s employment as the Chairman, President and Chief
Executive Officer, which terms will be subject to prior approval by the
Company&#146;s board of directors.</P>
<P align=justify><B>Significant Transaction</B></P>
<P align=justify>15. If the Company enters into an agreement with respect to a
Significant Transaction in which any person, together with all affiliates and
associates of such person, shall become the beneficial owner, directly or
indirectly, of securities of the Company representing 51% or more of the common
shares of the Company, the Executive will voluntarily resign as Chairman or, if
applicable, as the President and Chief Executive Officer, effective immediately
prior to the completion of the Significant Transaction.</P>
<P align=justify>16. In the event that the Executive ceases to be employed by
the Company (other than by way of termination for Cause) in connection with the
completion of a Significant Transaction <U>other than</U> one in which any
person, together with all affiliates and associates of such person, becomes the
beneficial owner, directly or indirectly, of securities of the Company
representing 51% or more of the common shares of the Company, the Company shall
provide to the Executive the payments and benefits set forth in the following
sections of the Employment Agreement, subject to execution and delivery by the
Executive to the Company of a mutual and general release of claims:</P>
<P style="MARGIN-LEFT: 5%" align=justify>(a) Section 7(g)(i)(A), which requires
the Company to pay the Accrued Obligations in a lump sum within sixty (60) days
following termination of employment, </P>
<P style="MARGIN-LEFT: 5%" align=justify>(b) Section 7(g)(i)(B), which
contemplates the payment to the Executive of an amount equal to three times the
Executive&#146;s Base Salary, payable in a lump sum within sixty (60) days following
termination of employment,</P>
<P style="MARGIN-LEFT: 5%" align=justify>(c) Section 7(g)(i)(C), which provides
that if the Executive elects continuation of coverage of medical and dental
benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, the
Company will pay 100% of such premiums for the first 18 months of coverage, and
</P>
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<P style="MARGIN-LEFT: 5%" align=justify>(d) Section 7(g)(i)(D), which
contemplates payment of premiums necessary for continuation of any Supplemental
Disability Policy or, at the election of the Company, a lump sum amount equal to
the aggregate premiums to be paid thereon, in either case for a period of 18
months following the effective date of termination;</P>
<P align=justify>provided, however, that in lieu of the payments and benefits
set forth in sections 7(g)(i)(C) and Section 7(g)(i)(D) of the Employment
Agreement, and in full payment and satisfaction the Company&#146;s obligations to the
Executive in respect thereof, the Company may in its sole discretion elect to
pay to the Executive the sum of $9,000 in cash no later than the closing date of
the Significant Transaction.</P>
<P align=justify>17. In the event of the completion of a Significant Transaction
in which any person, together with all affiliates and associates of such person,
becomes the beneficial owner, directly or indirectly, of securities of the
Company representing 51% or more of the common shares of the Company, the
Executive will not be entitled to receive the compensation contemplated by
Section 7(g)(i)(B) of the Employment Agreement, but the Executive will be
entitled to receive the payments and benefits set out in the following sections
of the Employment Agreement: Section 7(g)(i)(A), Section 7(g)(i)(C), and Section
7(g)(i) (D); provided, however, that in lieu of the payments and benefits set
forth in sections 7(g)(i)(C) and Section 7(g)(i)(D) of the Employment Agreement,
and in full payment and satisfaction the Company&#146;s obligations to the Executive
in respect thereof, the Company may in its sole discretion elect to pay to the
Executive the sum of $9,000 in cash no later than the closing date of the
Significant Transaction..</P>
<P align=justify><B>Excise Taxes</B></P>
<P align=justify>18. Section 11 of the Employment Agreement is hereby deleted in
its entirety and replaced by the following:</P>
<P style="MARGIN-LEFT: 5%" align=justify>&#147;<B>Section 11: </B><B><U>Excise
Taxes-Modified Cap</U></B></P>
<P style="MARGIN-LEFT: 5%" align=justify>Anything in this Agreement
notwithstanding, if any payment or benefit to which Executive is entitled to
from the Company (the &#145;Payments,&#146; which will include the vesting of stock awards
or other benefit or property) is more likely than not to be subject to the tax
imposed by section 4999 of the Internal Revenue Code of 1986, as amended (or any
successor provision to that section), the Payments shall be reduced to the
extent required to avoid application of such tax if (and only if) such reduction
will increase the amount that the Executive would retain after payment of the
excise tax and applicable income taxes. The Executive will be entitled to select
the order in which Payments are to be reduced in accordance with the preceding
sentence. Determination of whether Payments would result in the application of
the tax imposed under section 4999, and the amount of reduction that is
necessary so that no such tax is applied, shall be made, at the Company's
expense, by the independent accounting firm employed by the Company immediately
prior to the occurrence of any change in control of the Company which will
result in the imposition of such tax.&#148;</P>
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<P align=justify><B>Amended Employment Agreement</B></P>
<P align=justify>19. The Company agrees that to the extent that the terms of the
Employment Agreement are not modified by this Agreement, the Employment
Agreement will remain in full force and effect.</P>
<P align=justify><B>Representations and Warranties</B></P>
<P align=justify>20. The Executive represents and warrants to the Company as
follows, and acknowledges that the Company is relying upon such covenants,
representations and warranties in connection with the offer of Shares to the
Executive contemplated by this Agreement:</P>
<P style="MARGIN-LEFT: 5%" align=justify>(a) The Executive has such knowledge
and experience in finance, securities, investments, including investment in
non-listed and non registered securities, and other business matters so as to be
able to evaluate the merits and risks of an investment in the Company&#146;s common
stock and to otherwise protect its interests in connection with the transactions
contemplated hereby;</P>
<P style="MARGIN-LEFT: 5%" align=justify>(b) The Company has provided to the
Executive the opportunity to ask questions and receive answers concerning the
terms and conditions of the offering, and the Executive has had access to such
information concerning the Company as the Executive has considered necessary or
appropriate in connection with its investment decision to accept the Shares
pursuant to the transactions contemplated hereby;</P>
<P style="MARGIN-LEFT: 5%" align=justify>(c) The Executive will be acquiring the
Shares for his own account, for investment purposes only and not with a view to
any resale, distribution or other disposition of the Shares in violation of the
United States securities laws;</P>
<P style="MARGIN-LEFT: 5%" align=justify>(d) The Executive will not be acquiring
the Shares as a result of any form of general solicitation or general
advertising, including advertisements, articles, notices or other communications
published in any newspaper, magazine or similar media or broadcast over radio,
television or other form of telecommunications, or any seminar or meeting whose
attendees have been invited by general solicitation or general advertising;
and</P>
<P style="MARGIN-LEFT: 5%" align=justify>(e) The Executive is an &#147;accredited
investor&#148; as defined in Rule 501(a) of Regulation D under the Securities Act, by
virtue of qualifying as one of more of the following categories of persons:</P>
<P style="MARGIN-LEFT: 10%" align=justify>(i) a natural person whose individual
net worth, or joint net worth with that person&#146;s spouse, at the date hereof
exceeds US $1,000,000,</P>
<P style="MARGIN-LEFT: 10%" align=justify>(ii) a natural person who had an
individual income in excess of US $200,000 in each of the two most recent years
or joint income with that person&#146;s spouse in excess of US $300,000 in each of
those years and has a reasonable expectation of reaching the same income level
in the current year, or</P>
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<P style="MARGIN-LEFT: 10%" align=justify>(iii) a director or executive officer
of the Company.</P>
<P align=justify>21. The Executive acknowledges and agrees as follows:</P>
<P style="MARGIN-LEFT: 5%" align=justify>(a) The Shares have not been and,
except as provided for in this Agreement, will not be registered under the
Securities Act or the securities laws of any state of the United States and that
the sale contemplated hereby is being made in reliance on an exemption from such
registration requirements;</P>
<P style="MARGIN-LEFT: 5%" align=justify>(b) The Shares are &#147;restricted
securities&#148; under applicable federal securities laws, and that the Securities
Act and the rules of the United States Securities and Exchange Commission
provide in substance that the Executive may dispose of the Shares only pursuant
to an effective registration statement under the Securities Act or an exemption
therefrom;</P>
<P style="MARGIN-LEFT: 5%" align=justify>(c) All certificates representing the
Shares will be endorsed with the following legend in accordance with the
Securities Act or such similar legend as deemed advisable by the lawyers for the
Company to ensure compliance with the Securities Act:</P>
<P style="MARGIN-LEFT: 5%" align=justify><B>&#147;THE SECURITIES REPRESENTED BY THIS
CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE
&#147;SECURITIES ACT&#148;), AND HAVE BEEN OFFERED AND SOLD IN RELIANCE UPON EXEMPTIONS
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. SUCH SECURITIES MAY
NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED UNLESS THEY ARE
REGISTERED UNDER THE APPLICABLE PROVISIONS OF THE SECURITIES ACT OR PURSUANT TO
AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT.&#148;</B></P>
<P align=justify style="MARGIN-LEFT: 5%">(d) If the Executive decides to offer, sell or otherwise
transfer any of the Shares, it will not offer, sell or otherwise transfer any of
such shares directly or indirectly, unless:</P>
<P style="MARGIN-LEFT: 10%" align=justify>(i) the sale is to the Company,</P>
<P style="MARGIN-LEFT: 10%" align=justify>(ii) the sale is made outside the
United States in a transaction meeting the requirements of Rule 904 of
Regulation S under the Securities Act and in compliance with applicable local
laws and regulations,</P>
<P style="MARGIN-LEFT: 10%" align=justify>(iii) the sale is made pursuant to the
exemption from the registration requirements under the Securities Act provided
by Rule 144 thereunder and in accordance with any applicable state securities or
&#147;blue sky&#148; laws, or</P>
<P style="MARGIN-LEFT: 10%" align=justify>(iv) the Shares are sold in a
transaction that does not require registration under the Securities Act or any
applicable state laws and regulations governing the offer and sale of
securities,</P>
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<P style="MARGIN-LEFT: 10%" align=justify>and, in the case of (iii) and (iv), it
has prior to such sale furnished to the Company an opinion of counsel reasonably
satisfactory to the Company; and</P>
<P style="MARGIN-LEFT: 5%" align=justify>(e) As a precondition to the issuance
of any Shares, the Executive will be required to confirm in writing that the
Executive&#146;s representations and warranties contained in Section 20 of this
Agreement shall continue to be true and correct in all material respects at the
time of such issuance.</P>
<P align=justify>22. The Company agrees that if at any time from the date hereof
until the earliest to occur of (A) the date as of which all the Shares may be
sold by the Executive without regard to the volume limitations set forth in Rule
144(e) under the Securities Act, and (B) such date as of which all the Shares
held by the Executive have been sold, and there is not an effective registration
statement covering all of the Shares, the Company shall determine to prepare and
file with the United States Securities and Exchange Commission a registration
statement relating to an offering for its own account or the account of others
under the Securities Act, of any of its equity securities (other than on Form
S-4 or Form S-8 under the Securities Act, or their then equivalents, relating to
equity securities to be issued solely in connection with any acquisition of any
entity or business, or equity securities issuable in connection with stock
incentive or other employee benefit plans), then the Company shall send to the
Executive written notice of such determination and, if within fifteen days after
receipt of such notice, the Executive shall so request in writing, the Company
shall include in such registration statement all or any part of the Shares that
the Executive requests to be registered; provided that the Company shall not be
required to register any Shares pursuant to this Section that are eligible for
resale pursuant to Rule 144(k) promulgated under the Securities Act.</P>
<P align=justify><B>Independent Legal Advice</B></P>
<P align=justify>23. The Executive acknowledges that he has had the opportunity
to seek and was encouraged by the Company to seek independent legal advice prior
to the execution and delivery of this Agreement and that, in the event that he
did not avail himself of that opportunity prior to signing this Agreement, he
did so voluntarily without any undue pressure and agrees that his failure to
obtain independent legal advice shall not be used by him as a defence to the
enforcement of his obligations under this Agreement.</P>
<P align=justify><B>Governing Law</B></P>
<P align=justify>24. This Agreement shall be governed by and in accordance with
the laws of the State of Arizona. Except as modified by this Agreement, the
Employment Agreement shall remain in force and effect. To the extent that any
provision of this Agreement is inconsistent with any provision in the Employment
Agreement, the provisions of this Agreement shall control.</P>
<P align=justify><B>Counterparts</B></P>
<P align=justify>25. This Agreement may be executed in any number of
counterparts, each of which shall be enforceable against the parties actually
executing such counterparts, and all of which together shall constitute one
instrument. Delivery of an executed copy of this Agreement by </P>
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<P align=justify>electronic facsimile transmission or other means of electronic
communication capable of producing a printed copy will be deemed to be execution
and delivery of this Agreement as of its effective date.</P>
<P align=justify><B>IN WITNESS WHEREOF</B> the parties have executed this
Agreement as of the day and year first above written.</P>
<P align=justify><B>NORD RESOURCES CORPORATION</B></P>
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  <TR vAlign=top>
    <TD align=left>Per<U>: /s/ Erland A. Anderson</U>______________ </TD>
    <TD style="BORDER-BOTTOM: #000000 1px solid" align=left width="33%">/s/
      Ronald A. Hirsch </TD></TR>
  <TR vAlign=top>
    <TD align=left>Name: Erland A. Anderson </TD>
    <TD align=left width="33%"><B>RONALD A. HIRSCH</B> </TD></TR>
  <TR vAlign=top>
    <TD align=left>Title: President and CEO </TD>
    <TD align=left width="33%">&nbsp; </TD></TR></TABLE><BR>
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