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                                                                   EXHIBIT 10.40

                           NORD RESOURCES CORPORATION

                            DEBT CONVERSION AGREEMENT

THIS DEBT CONVERSION AGREEMENT (the "Agreement") is entered into and made
effective as of the 25th day of October, 2005 (the "Effective Date"), by and
between PEIFER, HANSON & MULLINS, P.A., a professional association organized and
existing under the laws of the State of New Mexico (the "Investor"), and NORD
RESOURCES CORPORATION, a corporation organized and existing under the laws of
the State of Delaware (the "Company").

                                    RECITALS

     WHEREAS, the Investor is in the business of providing legal services for
compensation, and has its principal place of business in the City of
Albuquerque, County of Bernalillo, State of New Mexico; and

     WHEREAS, the Company has incurred indebtedness to the Investor in the
stated amount of Two Hundred Thirty Nine Thousand Four Hundred Sixty-Two Dollars
and Seventy-Four Cents ($239,462.74) for legal services rendered prior to the
date hereof (the "Debt"); and

     WHEREAS, the Company has requested, and the Investor has agreed, to accept
shares of restricted common stock from the Company in settlement and full
satisfaction of the Debt, subject to the terms and conditions set forth in this
Agreement.

                                    AGREEMENT

     NOW, THEREFORE, in consideration of the foregoing premises, and the mutual
promises and covenants contained in this Agreement, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties, intending to be legally bound, hereby agree as
follows:

1.   Company Obligations. Not less than five (5) days prior to the Effective
     Date of this Agreement, the Company shall have filed with the New Mexico
     Securities Division a notice of this contemplated transaction on Form 27-U,
     in accordance with the provisions of Section 12.11.12.16 of the New Mexico
     Administrative Code, and Section 58-13B-27(U) of the New Mexico Revised
     Statutes (the "Applicable Securities Laws"). Promptly upon the execution of
     this Agreement, the Company shall issue to the Investor a stock certificate
     evidencing the Investor's ownership of 239,463 shares of its capital common
     stock (the "Repayment Shares"), at an effective purchase price of One
     Dollar ($1.00) per Repayment Share. The parties have further agreed that,
     in the event any shares of common stock are sold by the Company to an
     investor in any similar debt conversion transaction for less than the price
     of One Dollar ($1.00) per share


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     within twelve (12) months from the Effective Date, then the price of the
     Repayment Shares shall be adjusted to reflect the lower purchase price
     through the issuance of additional Repayment Shares to the Investor.

2.   Investor Obligation. In consideration and payment in full for the issuance
     and delivery of the Repayment Shares to the Investor in accordance with the
     provisions of Section 1 above, the Investor hereby agrees to release and
     discharge the Company and its respective successors and assigns from any
     and all further liability in respect of the Debt, except for the Company's
     performance as expressly required under this Agreement.

3.   Legends on Stock Certificates. Each certificate representing Repayment
     Shares shall contain the following legends on the reverse of such
     certificate:

          THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE
          COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"),
          OR ANY STATE SECURITIES DEPARTMENT, IN RELIANCE UPON THE EXEMPTION
          FROM REGISTRATION PROVIDED IN SECTION 4(2) OF THE ACT AND REGULATION D
          THEREUNDER. AS SUCH, THE PURCHASE OF THIS SECURITY WAS NECESSARILY
          WITH THE INTENT OF INVESTMENT AND NOT WITH A VIEW FOR DISTRIBUTION.
          THEREFORE, ANY SUBSEQUENT TRANSFER OF THIS SECURITY OR ANY INTEREST
          THEREIN WILL BE UNLAWFUL UNLESS IT IS REGISTERED UNDER THE ACT OR
          UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE. FURTHERMORE, IT IS
          UNLAWFUL TO CONSUMMATE A SALE OR TRANSFER OF THIS SECURITY, OR ANY
          INTEREST THEREIN, WITHOUT THE OPINION OF COUNSEL FOR THE COMPANY THAT
          THE PROPOSED TRANSFER OR SALE DOES NOT AFFECT THE EXEMPTIONS RELIED
          UPON BY THE COMPANY IN ORIGINALLY DISTRIBUTING THIS SECURITY.

          THIS SECURITY HAS NOT BEEN REGISTERED WITH THE NEW MEXICO SECURITIES
          DIVISION UNDER THE NEW MEXICO SECURITIES ACT, OR ANY OTHER LAW, AND
          MAY NOT BE RESOLD TO ANY PERSON UNLESS AND UNTIL SUCH REGISTRATION HAS
          OCCURRED OR PURSUANT TO AN EXEMPTION FROM REGISTRATION PERMITTED BY
          THE APPLICABLE SECURITIES LAWS AND REGULATIONS OF THE STATE OF NEW
          MEXICO.

4.   Investor Representations. The Investor hereby represents and warrants to
     the Company, as of the date hereof, the following:

     (a)  the Investor is a professional association duly organized and validly
          existing under the laws of the State of New Mexico, and has full power
          and authority to enter into, execute and perform this Agreement, which
          Agreement, once executed by the Investor, shall be the valid and
          binding obligation of such party, enforceable against such party by
          any court of competent jurisdiction in accordance with its terms;

     (b)  the individuals signing this Agreement on behalf the Investor are the
          duly elected executive officers of the Investor, and have full power
          and authority to enter into and execute this Agreement for and on
          behalf of the Investor;


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     (c)  with respect to the Repayment Shares being acquired by the Investor:

          (i)  the Investor is acquiring the Repayment Shares for its own
               account, and not with a view toward the subdivision, resale,
               distribution, or fractionalization thereof; the Investor has no
               contract, undertaking, or arrangement with any person to sell,
               transfer, or otherwise dispose of the Repayment Shares (or any
               portion thereof hereby subscribed for), and has no present
               intention to enter into any such contract, undertaking, agreement
               or arrangement;

          (ii) the subscription for Repayment Shares by the Investor hereunder
               is not the result of any form of general solicitation or general
               advertising;

          (iii) the Investor hereby acknowledges that: (A) the offering of the
               Repayment Shares was made only through direct, personal
               communication between the Investor and the Company; (B) the
               Investor has had full access to material concerning the Company's
               planned business and operations, which material was furnished or
               made available to the Investor by officers or representatives of
               the Company; (C) the Company has given the Investor the
               opportunity to ask any questions and obtain all additional
               information desired in order to verify or supplement the material
               so furnished; and (D) the Investor understands and acknowledges
               that the Repayment Shares are subject to substantial restrictions
               upon the transfer thereof, and that a purchaser of the Repayment
               Shares must be prepared to bear the economic risk of such
               investment for an indefinite period;

          (iv) the Investor understands that the Repayment Shares have not been
               registered under the Securities Act of 1933 (the "Act") or any
               state securities act (nor passed upon by the SEC or any state
               securities commission), and that the Repayment Shares may never
               be registered or qualified by the Investor under federal or state
               securities laws solely in reliance upon an available exemption
               from such registration or qualification, and hence such Repayment
               Shares cannot be sold unless they are subsequently so registered
               or qualified, or are otherwise subject to any applicable
               exemption from such registration requirements; and


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          (v)  the Investor further understands and acknowledges that (A) the
               Repayment Shares have not been registered with the New Mexico
               Securities Division under the New Mexico Securities Act, or any
               other law or regulation, (B) may not be resold to any person
               unless and until such registration has occurred or pursuant to an
               exemption from registration permitted by the applicable
               securities laws and regulations of the State of New Mexico; and
               (C) that there are substantial restrictions on transfer of the
               Repayment Shares, as set forth by legend on the reverse side of
               every certificate evidencing the ownership of the Repayment
               Shares;

     (d)  the Investor is an "accredited investor" as such term is defined in
          Rule 501 of Regulation D promulgated by the Securities and Exchange
          Commission under the Act, or is a sophisticated investor meeting the
          minimum standards for an investment in an unregistered security under
          the Applicable Securities Laws; and

     (e)  the Investor has been advised to consult with an attorney regarding
          legal matters concerning the purchase and ownership of the Repayment
          Shares, and with a tax advisor regarding the tax consequences of
          purchasing such Repayment Shares.

5.   Miscellaneous Provisions.

     (a)  Notices. All notices, requests, demands and other communications to be
          given hereunder shall be in writing and shall be deemed to have been
          duly given on the date of personal service or transmission by fax if
          such transmission is received during the normal business hours of the
          addressee, or on the first business day after sending the same by
          overnight courier service or by telegram, or on the third business day
          after mailing the same by first class mail, or on the day of receipt
          if sent by certified or registered mail, addressed as set forth below,
          or at such other address as any party may hereafter indicate by notice
          delivered as set forth in this Section 5(a):

          If to the Company:    Nord Resources Corporation
                                9947 North Calle Solano
                                Tucson, AZ 85737
                                Attn: Erland Anderson
                                      President


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          If to the Investor:   Peifer, Hanson & Mullins, P.A.
                                20 First Plaza, Suite 725
                                Albuquerque, NM 87125
                                Attn: Charles R. Peifer

     (b)  Entire Agreement. This Agreement constitutes the entire and final
          agreement and understanding between the parties with respect to the
          subject matter hereof and the transactions contemplated hereby, and
          supersedes any and all prior oral or written agreements, statements,
          representations, warranties or understandings between the parties, all
          of which are merged herein and superseded hereby.

     (c)  Counterparts; Facsimiles. 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.
          Facsimiles of original signatures shall be deemed original signatures
          for all purposes.

     (d)  Further Documents and Acts. Each party agrees to execute such other
          and further documents and to perform such other and further acts as
          may be reasonably necessary to carry out the purposes and provisions
          of this Agreement.

     (e)  Governing Law; Venue. This Agreement shall be governed by and
          construed in accordance with the internal laws of the State of Arizona
          applicable to contracts to be performed within that state, without
          giving effect to the law of conflicts of laws applied thereby. In the
          event either party shall be forced to bring any legal action to
          protect or defend its rights hereunder, then the prevailing party in
          such proceeding shall be entitled to reimbursement from the
          non-prevailing party of all fees, costs and other expenses (including,
          without limitation, the reasonable expenses of its attorneys) in
          bringing or defending against such action.

     (f)  Severable Provisions. The provisions of this Agreement are severable,
          and if any one or more provisions is determined to be illegal,
          indefinite, invalid or otherwise unenforceable, in whole or in part,
          by any court of competent jurisdiction, then the remaining provisions
          of this Agreement and any partially unenforceable provisions to the
          extent enforceable in the pertinent jurisdiction, shall continue in
          full force and effect and shall be binding and enforceable on the
          parties.

                    [SIGNATURES APPEAR ON THE FOLLOWING PAGE]


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     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
and year first written above.

THE COMPANY:

NORD RESOURCES CORPORATION:                 ATTEST:


By: /s/ Erland Anderson                     By: /s/ Secretary
    -------------------------------------       --------------------------------
    Erland Anderson                             Secretary
    President


THE INVESTOR:

PEIFER, HANSON & MULLINS, P.A.:             ATTEST:


By: /s/ Robert E. Hanson/for                By: /s/ Vice President
    -------------------------------------       --------------------------------
    Charles R. Peifer                           Vice President


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