|May 5, 2006|
|Nord Resources Corporation|
|1 West Wetmore Road, Suite 203,|
|Tucson, Arizona, 85705|
Second Amended and Restated Revolving Line of CreditAgreement (the Revolver) among Nord Resources Corporation (Nord), RonaldHirsch (Hirsh) and Stephen Seymour (Seymour) dated November 8, 2005,Convertible Promissory Notes (the Hirsch Notes) between Nord and Hirsch datedJuly 29, 2004 and October 4, 2004, as amended, and Convertible Promissory Note(the Seymour Note) between Nord and Seymour dated August 19, 2004, asamended
With respect to the Revolver, the Hirsch Notes and the SeymourNote,
1. Hirsch and Seymour confirm that the Revolver is amended asfollows:
(a) the maturity date is extended toAugust 15, 2006, and
(b) commencing May 1, 2006, all amountsadvanced under the Revolver, together with all accrued interest to and includingApril 30, 2006 (calculated at the rate of 6% per annum simple interest from thedate of each advance, as set out in the Revolver), will bear interest at M&TBanks prime rate as established by M&T Bank as of the last Tuesday of theprior month, until all advances and interest are paid in full on the maturitydate, as extended above.
2. Hirsch confirms that the maturity date of Hirsch Notes isextended to August 15, 2006.
3. Seymour confirms that the maturity date of Seymour Note isextended to August 15, 2006.
Please confirm you acceptance to the above by signing in thespace provided below and returning a copy hereof to us.
|/s/ Ronald Hirsch||/s/ Stephen Seymour|
|Ronald Hirsch||Stephen Seymour|
|Accepted this 5th day of May, 2006.|
NORD RESOURCES CORPORATION
|Per:||/s/ John T. Perry|