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                                                                   EXHIBIT 10.32

                           NORD RESOURCES CORPORATION

                               WARRANT CERTIFICATE

No. W2005-001                                                   250,000 Warrants

THE WARRANTS REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, NOR REGISTERED NOR QUALIFIED UNDER ANY STATE SECURITIES
LAWS. SUCH WARRANTS MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE,
TRANSFERRED, PLEDGED, OR HYPOTHECATED UNLESS QUALIFIED AND REGISTERED UNDER
APPLICABLE STATE AND FEDERAL SECURITIES LAWS OR UNLESS, IN THE OPINION OF
COUNSEL SATISFACTORY TO NORD RESOURCES CORPORATION SUCH QUALIFICATION AND
REGISTRATION IS NOT REQUIRED PURSUANT TO AN EXEMPTION THEREFROM. NO TRANSFER OF
ANY SUCH WARRANT SHALL BE VALID OR EFFECTIVE UNTIL SUCH CONDITIONS HAVE BEEN
FULFILLED.

                            VOID AFTER APRIL 22, 2008

                                WARRANTS FOR THE
                            PURCHASE OF COMMON STOCK

THIS CERTIFIES THAT, FOR VALUE RECEIVED, W. PIERCE CARSON, an adult individual
residing in the State of New Mexico (the "Holder"), is the owner of Two Hundred
and Fifty Thousand (250,000) warrants (the "Warrants") for the purchase of up to
an aggregate of Two Hundred and Fifty Thousand (250,000) shares of
validly-issued, fully-paid and non-assessable common stock of NORD RESOURCES
CORPORATION, a corporation organized and existing under the laws of the State of
Delaware (the "Corporation"). Such purchase may be made at any time, and from
time to time, prior to 5:00 p.m. Pacific Time on the Expiration Date (as
hereinafter defined), upon the presentation and surrender of this Warrant
Certificate with a written notice signed by the Holder stating the number of
shares of Common Stock with respect to which such exercise is being made, at the
principal corporate address of the Corporation, accompanied by payment of Fifty
Cents ($0.50) per share (as may be adjusted hereunder) for each Warrant
exercised (the "Purchase Price") in lawful money of the United States of America
in cash or by official bank or certified check made payable to NORD RESOURCES
CORPORATION. The Purchase Price and the number of shares of Common Stock subject
to purchase upon the exercise of the Warrants are subject to modification or
adjustment as set forth herein. The Warrants represented by this Warrant
Certificate have been issued by the Corporation in connection with a Settlement
Agreement and General Release, dated April 22, 2005, by and between the
Corporation and the Holder.

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SECTION 1. DEFINITIONS. As used herein, the following terms shall have the
     following meanings, unless the context shall otherwise require:

     (a)  "Adjusted Purchase Price" shall have the meaning given to it in
          Section 5 of this Certificate.

     (b)  "Change of Shares" shall have the meaning given to it in Section 5 of
          this Certificate.

     (c)  "Corporate Office" shall mean the office of the Corporation at which,
          at any particular time, its principal business shall be administered,
          which office is currently located at 3048 Seven Dash Road, Dragoon,
          Arizona 85609.

     (d)  "Exercise Date" shall mean, as to any Warrant, the date on which the
          Corporation shall have received both (a) this Warrant Certificate,
          together with a written notice of exercise in accordance herewith,
          duly executed by the Holder hereof, or his attorney duly authorized in
          writing, and indicating that the Holder is thereby exercising such
          Warrant(s), and (b) payment by wire transfer, or by official bank or
          certified check made payable to the Corporation, of an amount in
          lawful money of the United States of America equal to the applicable
          Purchase Price for such Warrant(s).

     (e)  "Expiration Date" shall mean 5:00 P.M. (Pacific Time) on April 22,
          2008. If such date shall be a holiday or a day on which banks are
          authorized to be closed in the State of California, then the
          Expiration Date shall mean 5:00 P.M. (Pacific Time) of the next
          consecutive day which does not fall on a holiday or a day on which
          banks are authorized to be closed in the State of California.

     (f)  "Holder" shall mean, as to any Warrant and as of any particular date,
          the person in whose name the Warrant Certificate representing such
          Warrant is registered as of that date on the Warrant Register
          maintained by the Corporation.

     (g)  "Common Stock" shall mean the common stock of the Corporation, which
          has the right to participate in the distribution of earnings and
          assets of the Corporation without limit as to amount or percentage.

     (h)  "Purchase Price" shall mean the purchase price to be paid upon
          exercise of each Warrant hereunder in accordance with the terms
          hereof, which price shall be the Exercise Price, subject to adjustment
          from time to time pursuant to the provisions of Section 5 hereof.


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     (i)  "Registration Provisions" shall have the meaning given to it in
          Section 3(c) of this Certificate.

     (j)  "Securities Act" shall mean the Securities Act of 1933, and any
          amendments or modifications, or successor legislation, thereto
          adopted, and all regulations, rules or other laws enacted or adopted
          pursuant thereto.

     (k)  "Warrants" shall mean the Warrants represented by this Warrant
          Certificate.

     (l)  "Warrant Certificate" shall mean any certificate representing
          Warrants, and "this Certificate" shall mean they warrant Certificate
          issued to the Holder identification on the first page hereof.

     (m)  "Warrant Registry" means the official record maintained by the
          Corporation in which are recorded, with respect to each Warrant
          Certificate issued by the Corporation: the date of issuance, the name
          and address of the original Holder, the name and address of each
          subsequent transferee of such original Holder, and the number
          identifying, such Warrant Certificate.

     (n)  "Warrant Shares" shall have the meaning given to it in Section 2 of
          this Certificate.

SECTION 2. EXERCISE OF WARRANTS.

     (a)  Each Warrant evidenced hereby may be exercised by the Holder at any
          time on the Exercise Date, upon the terms and subject to the
          conditions set forth herein. A Warrant shall be deemed to have been
          exercised immediately prior to the close of business on the Exercise
          Date and the person entitled to receive shares of restricted common
          stock of the Corporation deliverable upon such exercise shall be
          treated for all purposes as the Holder of a Warrant Share upon the
          exercise of the applicable Warrant as of the close of business on the
          Exercise Date. Promptly following, and in any event within ten (10)
          business days after, the date on which the Corporation first receives
          clearance of all funds received in payment of the Purchase Price
          pursuant to this Warrant Certificate, the Corporation shall cause to
          be issued and delivered to the person or persons entitled to receive
          the same, a certificate or certificates evidencing the issuance to
          such Holder of the applicable number of Warrant Shares (plus a Warrant
          Certificate for any remaining issued but unexercised Warrants of the
          Holder). Notwithstanding


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          the foregoing sentence, in the event that any registration or
          qualification (or filing for exemption from any such requirements) is
          required prior to the issuance of such Warrant Shares by the
          Corporation in accordance with Section 3(b) below, then the obligation
          to deliver any such certificates shall arise only upon completion of
          such requirements and at such time as the Corporation may lawfully do
          so. .

     (b)  Upon the exercise of the Warrants represented hereby, if the
          Corporation so requests, the Holder shall certify to the Corporation
          that it is not exercising such Warrants with a view to distribute the
          Warrant Shares in violation of the Securities Act, and shall provide
          such other investor representations as the Corporation may require to
          confirm the ability of the Corporation to rely upon the exemption from
          registration under the Securities Act which applies to the
          distribution of Warrant Shares at the time of such distribution.

SECTION 3. RESERVATION OF SHARES; REGISTRATION; RIGHTS; TAXES; ETC.

     (a)  The Corporation covenants that it will at all times reserve and keep
          available out of its authorized Common Stock, solely for the purpose
          of issue upon the valid exercise of Warrants, such number of Warrant
          Shares as shall then be issuable upon the exercise of all Warrants
          then outstanding. The Corporation covenants that all shares of Common
          Stock which shall be issuable upon exercise of the Warrants shall, at
          the time of delivery, be duly and validly issued, fully-paid,
          nonassessable and free from all taxes, liens and charges with respect
          to the issuance thereof (other than those which the Corporation shall
          promptly pay or discharge, or any liens created thereon by the Holder
          thereof and/or any predecessor of such Holder).

     (b)  The Corporation shall not be obligated to deliver any Warrant Shares
          pursuant to the exercise of the Warrants represented hereby unless and
          until a registration statement under the Securities Act and/or under
          any applicable state securities laws and regulations, with respect to
          such securities is effective, or an exemption from such registration
          is available to the Corporation at the time of such exercise. The
          Corporation covenants that if any Warrant Shares reserved for the
          purpose of exercise of Warrants hereunder require registration with,
          or approval of, any governmental authority under any federal or state
          securities law before such securities may be validly issued or
          delivered upon such exercise, then the Corporation will in good faith
          and as expeditiously as reasonably


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          possible, endeavor to secure such registration or approval. However,
          in the event that this Warrant Certificate represents Warrants which
          have been transferred by an initial holder thereof, the Warrants
          represented hereby may not be exercised by, nor shares of Common Stock
          issued to, the Holder hereof in any state in which such exercise and
          issuance would be unlawful.

     (c)  The Warrant Shares into which the Warrants represented by this
          Certificate may be exercised are included in certain registrable
          securities governed by Section 6 of that certain Subscription
          Agreement entered into between the Corporation and the original Holder
          of this Certificate (the "Registration Provisions"), which
          Registration Provisions are hereby incorporated into this Certificate
          in their entirety for the benefit of such Holder and any subsequent
          transferee thereof, to the extent such transfer has been made in
          accordance with the provisions of this Certificate and then applicable
          law. If the Corporation is properly notified of any such transfer,
          then it shall deem any references to the original Holder hereof in the
          Registration Provisions to mean and include, as applicable, such
          transferee.

     (d)  The Corporation shall pay all documentary, stamp or similar taxes and
          other governmental charges that may be imposed with respect to the
          issuance of the Warrants, or the issuance or delivery of any shares of
          Common Stock upon exercise of the Warrants; provided, however, that if
          the shares of Common Stock are to be delivered in a name other than
          the name of the Holder hereof, then no such delivery shall be made
          unless the person requesting the same has paid to the Corporation the
          amount of transfer taxes or charges incident thereto, if any.

SECTION 4. LOSS OR MUTILATION. Upon receipt by the Corporation of evidence
     satisfactory to it of the ownership of, and loss, theft, destruction or
     mutilation of, this Warrant Certificate and (in case of loss, theft or
     destruction) of indemnity satisfactory to the Corporation, and (in the case
     of mutilation) upon surrender and cancellation thereof, the Corporation
     shall execute and deliver to the Holder in lieu thereof a new Warrant
     Certificate of like tenor representing an equal aggregate number of
     Warrants as was indicated to be outstanding on the prior lost or mutilated
     Warrant Certificate (provided however, that to the extent that any
     discrepancy may exist between the number of Warrants purported to be
     outstanding in respect of any Holder as evidenced by a Warrant Certificate
     that has been lost or mutilated and the number attributable to such Holder
     in the Warrant Registry, then the Warrant Registry shall control for all
     purposes absent a showing of manifest error. Each Holder requesting a
     substitute Warrant Certificate due to loss, theft or destruction shall,
     prior


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     to receiving such substitute certificate, provide an affidavit to the
     Corporation in the form prescribed thereby and signed by (and notarized on
     behalf of) such Holder. Applicants for a substitute Warrant Certificate
     shall comply with such other reasonable regulations and pay such other
     reasonable charges as the Corporation my prescribe.

SECTION 5. ADJUSTMENT OF PURCHASE PRICE AND NUMBER OF WARRANT SHARES OR
     WARRANTS.

     (a)  Subject to the provisions of this Warrant Certificate and applicable
          law, in the event the Corporation shall, at any time or from time to
          time after the date hereof, issue any shares of Common Stock as a
          stock dividend to the holders of Common Stock, or subdivide or combine
          the outstanding shares of Common Stock into a greater or lesser number
          of shares (any such sale, issuance, subdivision or combination being
          herein called a "Change of Shares"), then, and thereafter upon each
          further Change of Shares, the Purchase Price in effect immediately
          prior to such Change of Shares shall be reduced, but in no event
          increased, to a price (the "Adjusted Purchase Price") determined by
          multiplying the Purchase Price in effect immediately prior to such
          Change of Shares by a fraction, the numerator of which shall be the
          sum of the number of shares of Common Stock outstanding immediately
          prior to the issuance of such additional shares plus the number of
          shares of Common Stock which the aggregate consideration received by
          the Corporation would purchase at such Purchase Price, and the
          denominator of which shall be the sum of the number of shares of
          Common Stock outstanding immediately after the issuance of such
          additional shares. Such adjustment to the Purchase Price shall be made
          successively whenever an issuance is made after a Change of Shares has
          occurred.

          Upon each adjustment of the Purchase Price pursuant to this Section
          5(a), the total number of shares of Common Stock purchasable upon the
          exercise of each Warrant shall become (subject to the provisions
          contained in Section 5(b) hereof) such number of shares (calculated to
          the nearest tenth) purchasable at the Purchase Price in effect
          immediately prior to such adjustment multiplied by a fraction, the
          numerator of which shall be the Purchase Price in effect immediately
          prior to such adjustment and the denominator of which shall be the
          applicable Adjusted Purchase Price (rounded to the nearest whole
          number of shares). No fractional shares shall be issued or called for
          as a result of any adjustment made hereunder.


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     (b)  The Corporation may elect, at its sole discretion, upon any adjustment
          of the Purchase Price hereunder, to adjust the number of Warrants
          outstanding, in lieu of adjustment of the number of Warrant Shares
          purchasable upon the exercise of each Warrant as hereinabove provided,
          so that each Warrant outstanding after such adjustment shall represent
          the right to purchase one Warrant Share. Each Warrant held of record
          prior to such adjustment of the number of Warrants shall become that
          number of Warrants (calculated to the nearest tenth) determined by
          multiplying the number one by a fraction, the numerator of which shall
          be the Purchase Price in effect immediately prior to such adjustment
          and the denominator of which shall be the Adjusted Purchase Price.
          Upon each adjustment of the number of Warrants pursuant to this
          Section 5(b), the Corporation shall, as promptly as practicable, cause
          to be distributed to each Holder of Warrant Certificates, on the date
          of such adjustment, Warrant Certificates evidencing the adjusted
          number of Warrants to which such Holder shall be entitled as a result
          of such adjustment or, at the sole option of the Corporation, cause to
          be distributed to such Holder in substitution and replacement for the
          Warrant Certificates held by him prior to the date of adjustment, and
          upon surrender thereof, (if required by the corporation) new Warrant
          Certificates evidencing the aggregate number of Warrants to which such
          Holder shall be entitled after such adjustment.

     (c)  In case of any reclassification, capital reorganization or other
          change of outstanding shares of Common Stock, or in case of any
          consolidation or merger of the Corporation with or into another
          corporation (other than a consolidation or merger in which the
          Corporation is the continuing corporation and which does not result in
          any reclassification, capital reorganization or other change of
          outstanding shares of Common Stock), or in case of any sale or
          conveyance to another corporation of all, or substantially all, of the
          property of the Corporation (other than a sale/leaseback, mortgage or
          other financing transaction), the Corporation shall cause effective
          provision to be made so that each holder of a Warrant then outstanding
          shall have the right thereafter, by exercising such Warrant, to
          purchase the kind and number of shares of stock or other securities or
          property (including cash) receivable upon such reclassification'
          capital reorganization or other change, consolidation, merger, sale or
          conveyance by a holder of the number of Warrant Shares that might have
          been purchased upon exercise of such Warrant immediately prior to such
          reclassification, capital reorganization or other change,
          consolidation, merger, sale or conveyance. Any such provision


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          shall include provision for adjustments that shall be as nearly
          equivalent as may be practicable to the adjustments provided for in
          this Section 5 upon a Change of Shares. The Corporation shall not
          effect any such consolidation, merger or sale without the written
          consent of Holders of a majority of the Warrants then outstanding,
          unless prior to or simultaneously with the consummation thereof the
          successor (if other than the Corporation) resulting from such
          consolidation or merger or the corporation purchasing assets or other
          appropriate corporation or entity shall assume, by written instrument
          executed and delivered to the Corporation, the obligation to deliver
          to the holder of each Warrant such substitute warrants, shares of
          stock, securities or assets as, in accordance with the foregoing
          provisions such Holders may be entitled to purchase, and the other
          obligations of the Corporation set out in this Certificate. The
          foregoing provisions shall similarly apply to successive
          reclassifications, capital reorganizations and other changes of
          outstanding shares of Common Stock and to successive consolidations,
          mergers, sales or conveyances.

     (d)  Irrespective of any adjustments or changes in the Purchase Price or
          the number of Warrant Shares purchasable upon exercise of the
          Warrants, all Warrant Certificates issued (whether prior to or
          subsequent to any event causing an adjustment thereof) shall continue
          to express the Purchase Price per share, and the number of shares
          purchasable thereunder as originally expressed in the Warrant
          Certificate initially issued to any Holder.

     (e)  After each adjustment of the Purchase Price pursuant to this Section
          5, the Corporation will promptly prepare a certificate signed by the
          Chairman or Chief Executive Officer, and attested by the Secretary or
          an Assistant Secretary, of the Corporation setting forth: (i) the
          Purchase Price as so adjusted, (ii) the number of shares of Common
          Stock purchasable upon exercise of each Warrant after such adjustment
          or, if the Corporation shall have elected to adjust the number of
          Warrants, the number of Warrants to which the Holder of each Warrant
          shall then be entitled, and (iii) a brief statement of the facts
          accounting for such adjustment. The Corporation will promptly cause a
          brief summary thereof to be sent by ordinary first class mail to each
          Holder of Warrants at his or her last address as it shall appear on
          the registry books of the Corporation. No failure to mail such notice
          nor any defect therein nor in the mailing thereof shall affect the
          validity thereof. The affidavit of the Secretary or an Assistant
          Secretary of the Corporation that such notice has been mailed shall,
          in the absence of fraud, be prima facie evidence of the facts stated
          therein.


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     (f)  As used in this Section 5, references to "Common Stock" shall mean and
          include all of the Corporation's Common Stock authorized on the date
          hereof and shall also include any capital stock of any class of the
          Corporation thereafter authorized which shall not be limited to a
          fixed sum or percentage in respect of the rights of the holders
          thereof to participate in dividends and in the distribution of assets
          upon the voluntary liquidation, dissolution or winding up of the
          Corporation; provided, however, that "Warrant Shares" shall include
          only shares of such class designated in the Corporation's Certificate
          of Incorporation as Common Stock on the date hereof or (i) in the case
          of any reclassification, change, consolidation, merger, sale or
          conveyance of the character referred to in Section 5(c) hereof, the
          stock, securities or property provided for in such section, or (ii) in
          the case of any reclassification or change in the outstanding shares
          of Common Stock issuable upon exercise of the Warrants as a result of
          a subdivision or combination or consisting of a change in par value,
          or from par value to no par value, or from no par value to par value,
          such shares of Common Stock as so reclassified or changed.

     (g)  Any determination as to whether an adjustment in the Purchase Price in
          effect hereunder is required pursuant to this Section 5, or as to the
          amount of any such adjustment, if required, shall be binding upon all
          holders of Warrants and the Corporation if made in good faith by the
          Board of Directors of the Corporation. For purposes of this Section
          5(g), the Corporation's Board of Directors shall be deemed to have
          acted in good faith if it makes any such decision in reliance upon
          advice of its legal counsel and/or another independent professional
          hired to advise the Board on such matters.

SECTION 6. RESTRICTIVE LEGEND.

     (a)  Except as otherwise provided in this Section 6, each certificate
          evidencing the issuance of Warrant Shares (whether issued in the name
          of the original Holder of this Certificate or of any subsequent
          transferee thereof), shall be stamped or otherwise imprinted with a
          legend in substantially the following form:

               "THE SHARES PRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
               REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR
               REGISTERED NOR QUALIFIED UNDER ANY STATE SECURITIES LAWS. SUCH
               SHARES MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED


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               AFTER SALE, TRANSFERRED, PLEDGED, OR HYPOTHECATED UNLESS
               QUALIFIED AND REGISTERED UNDER APPLICABLE STATE AND FEDERAL
               SECURITIES LAWS OR UNLESS, IN THE OPINION OF COUNSEL SATISFACTORY
               TO NORD RESOURCES CORPORATION, SUCH QUALIFICATION AND
               REGISTRATION IS NOT REQUIRED. NO TRANSFER OF ANY SUCH SHARE SHALL
               BE VALID OR EFFECTIVE UNTIL SUCH CONDITIONS HAVE BEEN FULFILLED."

     (b)  Except as otherwise provided in this Section 6, each Warrant
          Certificate shall be stamped or otherwise imprinted with a legend in
          substantially the following form:

               "THE WARRANTS REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER
               THE SECURITIES ACT OF 1933, AS AMENDED, NOR REGISTERED NOR
               QUALIFIED UNDER ANY STATE SECURITIES LAWS. SUCH WARRANTS MAY NOT
               BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, TRANSFERRED,
               PLEDGED, OR HYPOTHECATED UNLESS QUALIFIED AND REGISTERED UNDER
               APPLICABLE STATE AND FEDERAL SECURITIES LAWS OR UNLESS, IN THE
               WRITTEN OPINION OF COUNSEL SATISFACTORY TO NORD RESOURCES
               CORPORATION, SUCH QUALIFICATION AND REGISTRATION IS NOT REQUIRED.
               NO TRANSFER OF ANY SUCH WARRANT SHALL BE VALID OR EFFECTIVE UNTIL
               SUCH CONDITIONS HAVE BEEN FULFILLED."

     (c)  The legend requirements of Sections 6(a) and 6(b) above shall
          terminate as to any particular Warrant or Warrant Share: (i) when and
          so long as such security shall have been effectively registered under
          the Securities Act and is disposed of pursuant thereto; or (ii) when
          the Company shall have received an opinion of counsel reasonably
          satisfactory to it that such shares may be sold to the public without
          registration thereof under the Securities Act. Whenever the legend
          requirements imposed by this Section 6 shall terminate as to any
          Warrant Share, as hereinabove provided, the Holder hereof shall be
          entitled to receive from the Corporation at


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          the Corporation's expense, a new certificate representing such Warrant
          Shares and not bearing the restrictive legend set forth in Section
          6(a).

SECTION 7. RIGHTS OF ACTION. All rights of action with respect to the Warrants
     are vested in the Holders of the Warrants, and any Holder of a Warrant,
     without consent of the holder of any other Warrant, may, in such Holder's
     own behalf and for his own benefit, enforce against the Company his right
     to exercise his Warrants for the purchase of Warrant Shares in the manner
     provided in this Warrant Certificate.

SECTION 8. AGREEMENT OF WARRANT HOLDERS. Every holder of a Warrant, by his or
     her acceptance thereof, consents and agrees with the Corporation and every
     other holder of a Warrant that:

     (a)  The Warrant Registry shall be maintained by the Corporation's
          Secretary, and shall be the official register of all Warrants issued
          to any person in the Offering. The Warrant Registry shall be
          dispositive as to the issuance, ownership, transfer and other aspects
          of each Warrant issued by the Corporation which are recorded therein
          and, absent manifest error, such records shall control for all
          purposes.

     (b)  The Warrants are transferable only on the Warrant Registry by the
          Holder thereof in person or by his attorney duly authorized in writing
          and only if the Warrant Certificates representing such Warrants are
          surrendered at the Corporate Office of the Corporation, duly endorsed
          or accompanied by a proper instrument of transfer satisfactory to the
          Corporation in its sole discretion, together with payment of the
          amount of any applicable transfer taxes; and

     (c)  The Corporation may deem and treat the person in whose name the
          Warrant Certificate is registered on the Warrant Registry as the
          holder and as the absolute, true and lawful owner of the Warrants
          represented thereby for all purposes, and the Corporation shall not be
          affected by any notice or knowledge to the contrary, except as
          otherwise expressly provided in this Certificate.

SECTION 9. MODIFICATION OF WARRANTS. Other than with respect to any adjustment
     made by the Corporation in accordance with the provisions of Section 5
     hereof, this Certificate may only be modified, supplemented or altered by
     the Corporation, and only with the consent in writing of the Holders of
     Warrants representing greater than fifty percent (50%) of the total
     Warrants then outstanding provided, that no change in the number or nature
     of the securities purchasable upon the


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     exercise of any Warrant, or the acceleration of the Exercise Date, shall be
     made without the consent in writing of the Holder of the Warrant
     Certificate representing such Warrant, other than such changes as are
     specifically prescribed by this Certificate as originally executed or are
     made in compliance with applicable law.

SECTION 10. NOTICES. All notices, requests, consents and other communications
     hereunder shall be in writing and shall be deemed to have been made when
     delivered or mailed first class registered or certified mail, postage
     prepaid as follows: if to the Holder of a Warrant Certificate, at the
     address of such Holder as shown on the Warrant Registry maintained by the
     Corporation; and if to the Corporation, at 3048 Seven Dash Road, Dragoon,
     AZ 85609, or such other place as may be designated by the Corporation from
     time to time in accordance with this Section 10.

SECTION 11. GOVERNING LAW. This Certificate shall be governed by and construed
     in accordance with the corporations laws of the State of Arizona, without
     giving effect to the law of conflicts of laws applied thereby. In the event
     that any dispute shall occur between the parties arising out of or
     resulting from the construction, interpretation, enforcement or any other
     aspect of this Certificate, the parties hereby agree to accept the
     exclusive jurisdiction of the Courts of the State of Arizona. 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.

SECTION 12. ENTIRE UNDERSTANDING. This Certificate contains the entire
     understanding among the Corporation and the Holder relating to the subject
     matter covered herein, and merges all prior discussions, negotiations and
     agreements if any between them. Neither of the parties to this agreement
     shall be bound by any representations, warranties, covenants, or other
     derstanding5 relating to such subject matter, other than as expressly
     provided for or referred to herein.


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     IN WITNESS WHEREOF, the Corporation has caused this Warrant Certificate to
be duly executed, manually or in facsimile, by two of its officers thereunto
duly authorized, as of the date set forth below.

NORD RESOURCES CORPORATION              ATTEST


By: /s/ Erland A. Anderson              By: /s/ Ronald A. Hirsch
    ---------------------------------       ------------------------------------
    Erland A. Anderson                      Ronald A. Hirsch
    President                               Chief Executive Officer

Date: April 22, 2005

[attached receipt for U.S. Postal Service CERTIFIED MAIL dated 09/07/05]


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