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                                                                   EXHIBIT 10.26

                           NORD RESOURCES CORPORATION

                            DEBT CONVERSION AGREEMENT

THIS DEBT CONVERSION AGREEMENT (the "Agreement") is entered into and made
effective as of the 16th day of April, 2004 (the "Effective Date"), by and
between SOUTH BRANCH RESOURCES LLC, an limited liability company organized and
existing under the laws of the State of Arizona (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 an owner of certain leasehold rights and mining
claims as described in Exhibit A and Exhibit B of that certain Option to
Purchase the "Coyote Springs" Property, dated January 28, 2004 (the "Property
Agreement"), by and among the Company, the Investor, Thornwell Rogers ("Rogers")
and MRPGEO LLC ("MRPGEO" and, together with Rogers and the Investor, the
"Sellers"), wherein the Company was granted an option (the "Option") to acquire
said leasehold rights and mining claims pertaining to the Coyote Springs
property located in Graham County, Arizona (the "Property"); and

     WHEREAS, in accordance with the terms of the Property Agreement, the
Company is obligated to pay to each of the Sellers, separately, 133,330 shares
of its capital common stock, having a par value of One Cent ($0.01) per share (a
"Share"), of which 66,666 Shares are payable to the Investor immediately (the
"Initial Shares"); and

     WHEREAS, under the terms of the Property Agreement, and at the election of
the Sellers, they may each elect to receive on the first, second, third, and
fourth anniversaries of the Agreement either: (i) an additional 66,664 Shares in
the aggregate in four installments of 16,666 Shares each or (ii) $70,000 in
cash, in four installments of $15,000, $16,670, $18,330 or $20,000,
respectively, as well as Shares or cash, at the Seller's option, payable on the
fifth anniversary of the Agreement having a dollar amount equal to $533,335 each
(these Shares to be paid under the Agreement, other than the Initial Shares,
being hereinafter referred to as the "Payment Shares"); and

     WHEREAS, under the terms of the Property Agreement, each of the Sellers is
to be granted additional options (the "Share Options") to purchase an additional
99,999 common shares (the "Underlying Shares") in the aggregate, in three
installments of 33,333 Underlying Shares each, for a purchase price equal to 15%
below the quoted closing price for the Company's common stock as reported by the
stock market in which its shares are then publicly traded, on (i) the effective
date of this Agreement; (ii) the date which is twenty-four (24) months from the
date hereof; and the date which is forty-eight (48) months from the date hereof,
respectively, each of which will expire on the date that


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is thirty-six (36) months from the individual dates on which such options were
issued; and

     WHEREAS, this Agreement shall serve as the subscription document to effect
the purchase of the Initial Shares and the issuance of the Share Options
described above, and shall serve as the basis for exercise of the remaining
Payment Shares and Underlying Shares (collectively referred to herein as the
"Optioned Shares"), if and to the extent elected in the sole discretion of the
Investor.

                                    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.   Subscription for Initial Shares. By its execution below, the Investor
     hereby irrevocably subscribes for and accepts, in satisfaction of the
     requirement of the Company to provide the Initial Shares, 66,666 Shares.
     Upon receipt of this originally-signed Agreement, the Company shall deliver
     to the Investor a certificate evidencing the ownership of the Initial
     Shares, which Initial Shares shall be validly-issued, fully-paid and
     non-assessable, and free and clear of any liens, security interests,
     charges, assessments and defects in title (a "Lien"). The certificate shall
     be recorded on the books and records of the Company in the name of South
     Branch Resources LLC.

2.   Grant of Options for Optioned Shares. By its execution of this Agreement,
     the Company hereby grants to the Investor the option to receive or purchase
     (as the case may be) up to the maximum amount of Payment Shares and
     Underlying Shares referenced in the Recitals to this Agreement. To the
     extent that the Investor shall desire to exercise its option with respect
     to some or all of the Optioned Shares on or before the dates indicated in
     the Property Agreement, it may do so by submitting (on each date that an
     exercise of the option rights granted hereunder is made) to the Company a
     signed original Updating Subscription Form, in the form attached as Exhibit
     A to this Agreement (an "Updating Form") and, in the case of the Underlying
     Shares, accompanied by a check in the amount of the exercise price per
     share times the number of Underlying Shares being purchased thereunder,
     following the receipt of which the Company shall deliver to the Investor a
     certificate representing the amount of Shares exercised for and reflected
     in the applicable Updating Form, which Shares shall upon delivery to the
     Investor be validly-issued, fully-paid and non-assessable, and free and
     clear of all Liens. Each subsequent certificate shall be recorded as set
     forth in Section 1 above, unless otherwise requested by the Investor prior
     to the issuance thereof by the Company as contemplated herein.


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3.   Legends on Stock Certificates. Each certificate representing 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"),
          NOR ANY STATE SECURITIES DEPARTMENT, IN RELIANCE UPON THE EXEMPTION
          FROM REGISTRATION PROVIDED IN SECTION 4(2) OF THE ACT AND SECTION
          44-1844(1) OF THE ARIZONA REVISED STATUTES. 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.

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

     (a)  the Investor is a limited liability company organized and existing
          under the laws of the State of Arizona, and has full power and
          authority to enter into 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 individual signing this Agreement for and on behalf of the
          Investor is the duly authorized Managing Member of the Investor, and
          has full power and authority to enter into and execute this Agreement
          for and on behalf of the Investor and to make the representations and
          warranties relied upon by the Company in issuing Shares hereunder;

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

          (i)  the Investor is acquiring the 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 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 Shares by the Investor hereunder is not the
               result of any form of general solicitation or general
               advertising;


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          (iii) the Investor hereby acknowledges that: (A) the offering of the
               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 Shares are subject
               to substantial restrictions upon the transfer thereof, and that a
               purchaser of the Shares must be prepared to bear the economic
               risk of such investment for an indefinite period;

          (iv) the Investor understands that the 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 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 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

          (v)  the Investor further understands and acknowledges that (A) the
               Shares have not been registered with the Arizona Securities
               Commission, and are being issued to the Investor in that State
               pursuant to and in reliance upon the exemption from such
               registration provided by Section 44-1844 of the Arizona Revised
               Statutes as a sale of securities within the State not involving
               any public offering; (B) the Shares 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
               Arizona; and (C) that there are substantial restrictions on
               transfer of the Shares, as set forth herein and by legend on the
               reverse side of every certificate evidencing the ownership of the
               Shares;

     (d)  the Investor is either (i) 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 (ii) is a sophisticated investor
          meeting the


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          minimum standards for an investment in an unregistered security under
          applicable state and federal securities laws and possessing such
          knowledge and experience as is necessary, individually or together
          with such person's financial or investment advisors, to make a
          determination as to the merits and risks of investing in securities
          generally, and in the Shares; and

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

          If to the Investor:   South Branch Resources LLC
                                580 S. Prospector Rd.
                                Apache Junction, AZ 85219

     (b)  Entire Agreement. This Agreement constitutes the entire and final
          agreement and understanding between the parties with respect to the
          issuance of securities by the Company to the Investor in satisfaction
          of its requirements under the Property Agreement, 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. Notwithstanding the foregoing,
          nothing in this Agreement is intended to modify, alter, repeal,
          replace or otherwise affect the legal rights and obligations among and
          between the parties with respect to any other aspect of the Property
          Agreement.

     (c)  Counterparts; Facsimiles. This Agreement may be executed in one or
          more counterparts, each of which shall be deemed an original, but all
          of


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          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/ Kathy Glidewell
    ---------------------------------       ------------------------------------
    Erland Anderson                         Kathy Glidewell
    President                               Asst. Secretary


THE INVESTOR:

SOUTH BRANCH RESOURCES LLC:             WITNESS:


By: /s/ Managing Member                 By: /s/ Witness
    ---------------------------------       ------------------------------------
    Managing Member


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                                    EXHIBIT A
                            TO SUBSCRIPTION AGREEMENT

                           UPDATING SUBSCRIPTION FORM

            [A Separate Form To Be Completed For Each Exercise Date]

The Undersigned, by signing in the space provided below, does hereby certify to
Nord Resources Corporation as follows (capitalized terms used but not otherwise
defined in this Form have the meanings given to them in the Subscription
Agreement of which this Form constitutes a part):

1.   reference is made to that certain Subscription Agreement (the "Subscription
     Agreement"), dated as of April 16, 2004, between the Undersigned (the
     "Investor") and Nord Resources Corporation (the "Company"), of which this
     Updating Subscription Form (the "Subscription Form") is a part;

2.   in accordance with the terms of the Subscription Agreement, the Undersigned
     hereby irrevocably exercises its option and subscribes for ______________
     shares of the Common Stock of the Company (the "Payment Shares"), in
     partial exercise of the Investor's option to receive Optioned Shares and/or
     purchase Underlying Shares pursuant to Section 2 of the Subscription
     Agreement;

3.   by executing and delivering this Subscription Form to the Company, the
     Investor hereby makes and confirms each of the representations and
     warranties made by the Investor in Section 4 of the Subscription Agreement,
     which representations and warranties are hereby incorporated by reference
     herein in their entirety as an integral part of this Subscription Form, are
     expressly true and correct as of the date of this Subscription Form, and
     upon which the Company may rely in issuing the Payment Shares to the
     Investor without registration and pursuant to exemption therefrom under
     federal and Arizona state securities laws as contemplated by the
     Subscription Agreement; and

4.   upon the execution and delivery of this Subscription Form to the Company,
     calling for such number of Payment Shares as the Investor may then be
     entitled to pursuant to the Subscription Agreement, the Company shall issue
     and deliver to the Investor a certificate evidencing such number of Payment
     Shares and/or Underlying Shares as owned of record by South Branch
     Resources LLC, and such Payment Shares shall be validly-issued, fully-paid,
     non-assessable and free and clear of any Liens thereon.

Name of Investor:               South Branch Resources LLC


Signature of Investor:
                                -----------------------------------
                                Managing Member

Date of this Subscription Form:
                                -----------------------------------


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