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WARRANT AMENDMENT AGREEMENT
(Single Warrant)

THIS AMENDMENT AGREEMENT is dated effective October 5,
2006 between NORD RESOURCES CORPORATION, a Delaware corporation, (the
“Company”) and the undersigned holder of warrants in the Company (the
“Holder”).

WHEREAS: 

	(A) 	Holder is the holder of warrants to purchase
      shares of common stock in the Company as described on the execution page
      hereof (the “Warrants”);



	(B) 	The Warrants were issued pursuant to an
      agreement between Holder and the Company on the date set forth on the
      execution page hereof (the “Original Agreement”);




	(C) 	The parties hereto wish to amend the terms of
      the Original Agreement that governs the treatment of the Warrants in the
      event of a Corporate Transaction (as defined below). 


NOW, THEREFORE, in consideration of the covenants and
agreements herein contained and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto do
covenant and agree each with the other as follows:

	1. 	
      The following terms will have the following meanings in
      this Amendment



Agreement:

“Common Stock” means the shares of common stock of the
Company.

“Corporate Transaction” means consummation of either (i)
a merger or consolidation of the Company with or into any other corporation,
entity or person or (ii) a sale, lease, exchange or other transfer in one
transaction or a series of related transactions of all or substantially all the
Company's outstanding securities or all or substantially all the Company's
assets; provided, however, that a Corporate Transaction shall not include a
Related Party Transaction. 

"Related Party Transaction" means (i) a merger or
consolidation of the Company in which the holders of Common Stock immediately
prior to the merger hold at least a majority of the Common Stock in the
Successor Corporation immediately after the merger; (ii) a sale, lease, exchange
or other transaction in one transaction or a series of related transactions of
all or substantially all the Company's assets to a wholly-owned subsidiary
corporation; (iii) a mere reincorporation of the Company; or (iv) a transaction
undertaken for the sole purpose of creating a holding company that will be owned
in substantially the same proportion by the persons who held the Company's
securities immediately before such transaction. 

“Successor Corporation” has the meaning given below.

	2. 	Any and all provisions in the Original
      Agreement governing the treatment of Holder’s Warrants in the event of a
      transaction that would constitute a Corporate Transaction will be replaced
      and superseded in their entirety by the following
provisions:


“The Company will have the authority, in its absolute
discretion, exercisable either in advance of or at the time of any actual or
anticipated Corporate Transaction, to either:





	(a) 	negotiate to have Holder’s outstanding Warrants
      be assumed or an equivalent warrant or right substituted by the surviving
      corporation, the successor corporation or its parent corporation, as
      applicable (the “Successor Corporation”); or




	(b) 	cancel Holder’s outstanding Warrants in
      exchange for Holder’s right to receive a payment in cash or property equal
      to: (i) the per share consideration received by holders of Common Stock in
      the Corporate Transaction; (ii) minus the exercise price of the
    Warrants;
		 (iii) multiplied by the
      number of shares of Common Stock underlying the Warrants.



For the purposes of this provision, the Warrants shall be
considered assumed or substituted for if following the Corporate Transaction the
substituted security confers the right to purchase or receive, for each share of
Common Stock subject to the Warrants immediately prior to the Corporate
Transaction, shares of common stock of the Successor Corporation substantially
equal in fair market value to the per share consideration received by holders of
Common Stock in the Corporate Transaction. The determination of substantial
equal value will be made by the Company. 

All Warrants shall terminate and cease to remain outstanding
immediately following the Corporate Transaction, except to the extent assumed by
the Successor Corporation.”

	3. 	The parties hereto agree that any and all
      provisions in the Original Agreement that provide Holder with a right to
      notice of a corporate action and any consent rights that Holder may have
      in connection with a Corporate Transaction are deleted and extinguished in
      their entirety.



	4. 	This Agreement may be executed in one or more
      counterparts, each of which shall be deemed an original, but all of which
      together shall constitute one and the same instrument. Electronic delivery
      of original signatures will be deemed to be original signatures for all
      purposes. 



	5. 	This Agreement does not amend or modify any
      provisions of the Original Agreement, except as set forth
  herein.


NORD RESOURCES CORPORATION

	Per: 	/s/ John
      T. Perry 	 	/s/ W.
      Pierce Carson 
	  	Authorized Signatory 	 	Signature 
	  	  	 	  
	John
      T. Perry - CFO 	 	W. Pierce
      Carson 
	Print Name and Title	  	 	Print Name (and Title, if applicable) 





	
Name
      of Holder 	
Pierce Carson 

	
Number of Warrants 	
250,000 

	
Exercise Price 	
$.50 

	
Date
      of Original Agreement 	
April 22, 2005 




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