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                                                                     Exhibit 4.3

                           NORD RESOURCES CORPORATION

                               WARRANT CERTIFICATE

No. _______________                                        [__________] 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.

                                WARRANTS FOR THE
                            PURCHASE OF COMMON STOCK

Issue Date: October 17, 2005

THIS CERTIFIES THAT, FOR VALUE RECEIVED, Auramet Trading, LLC, a Delaware
limited liability company (the "Holder"), is the owner of the number of warrants
to purchase an equal number of validly-issued, fully-paid and non-assessable
shares of Common Stock of NORD RESOURCES CORPORATION, a corporation organized
and existing under the laws of the State of Delaware (the "Corporation"),
determined as follows:

     FW = 0.15(FA/EP), where

     FW = the number of warrants represented hereby for the purchase of an
          equal number of shares of the Corporation's Common Stock;

     FA = US$1,000,000, converted into Canadian Dollars on the date of issue of
          this Warrant Certificate.

     EP = the Exercise Price.

The warrants represented by this Warrant Certificate are fully vested as of the
date hereof. 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


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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 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
Secured Promissory Note, dated as of even date herewith, issued by the Company
in favor of the Holder (the "Note").

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)  "Exercise Price" shall mean, as to any Warrant, the final price
               at which a share of the Corporation's Common Stock is sold in the
               Initial Public Offering of its Common Stock.

          (f)  "Expiration Date" shall mean 5:00 P.M. (Pacific Time) on the date
               that is twenty-four (24) months following the date of this
               Warrant Certificate; provided, however, that if the Corporation
               fails to complete an Initial Public Offering of its Common Stock
               on or before April 17, 2006, then this Warrant Certificate shall
               expire on April 17, 2006 and the Corporation shall issue a
               Warrant Certificate to the Holder granting warrants to purchase
               256,410 shares of Common Stock at an exercise price equal to the
               average


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               closing price of the Common Stock (as listed on the bulletin
               board) for the 20 trading days prior to April 17, 2006. This
               replacement Warrant Certificate shall expire on April 17, 2008.

               If the Expiration Date falls on a holiday or a day on which banks
               are authorized to be closed in the State of Arizona, 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 Arizona.

          (g)  "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.

          (h)  "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.

          (i)  "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.

          (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.


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          (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 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.


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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, non-assessable 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 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. If the Holder exercises
               its right to purchase Warrant Shares following the initial public
               offering of the Corporation's Common Stock, the Warrant Shares
               issuable to the Holder upon exercise of the Warrants will be
               registered under the Securities Act and freely tradeable by the
               Holder.

          (c)  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


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               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 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 may 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


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               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.

          (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


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               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 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


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               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.

          (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


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               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 REPRESENTED 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
                    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


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                    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 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


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               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 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 New York, 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 New York. 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,


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     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
     understandings 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: October 17, 2005


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