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                                                                   EXHIBIT 10.28

                     AGREEMENT OF ASSIGNMENT AND ASSUMPTION

     THIS AGREEMENT OF ASSIGNMENT AND ASSUMPTION (the "Assignment Agreement") is
dated effective as of the 26th day of February, 2005, by and between Ronald A.
Hirsch, an individual residing in the county of Orange, State of California
("Hirsch") and Stephen D. Seymour, an individual residing in the county of
Baltimore, State of Maryland ("Seymour", and collectively with Hirsch, the
"Assignors"), on the one hand, and TMD Acquisition Corporation, a Tennessee
corporation (the "Assignee") on the other hand.

                                    RECITALS

     WHEREAS, since May 20, 2004, Nord Resources Corporation ("Nord") has been
pursuing an opportunity (the "Opportunity") to acquire certain assets from
ASARCO Incorporated, a New Jersey corporation ("ASARCO"), which assets comprise
the entire Tennessee Mines Division zinc business as conducted by ASARCO and
consisting of the Young, Immel and Coy mines, the Young Concentrator and the
Middle Tennessee exploration properties, including in all cases the operations,
impoundments, processing and other facilities incidental and ancillary to each
of the foregoing (collectively, the "TMD Assets");

     WHEREAS, as a result of the development efforts of Nord, Nord has been
selected by ASARCO as the primary candidate it will negotiate with for the
acquisition of the TMD Assets, and as to which Nord has received versions of a
draft Asset Purchase Agreement (the "Purchase Agreement") for negotiation and
execution;

     WHEREAS, Nord has entered into a bridge loan agreement with Regiment
Capital III, L.P., a Delaware limited partnership (the "Lender"), pursuant to
which Nord entered into, executed and delivered to Lender a Promissory Note, a
Security Agreement, a Pledge and Security Agreement, and certain other documents
(collectively, the "Loan Documents"), which Loan Documents contain certain
affirmative and negative covenants which with Nord must abide during the
pendency of the bridge loan, and which, among other things, will restrict Nord
from using its capital resources to make an investment in, or conduct any
business with respect to, the TMD Opportunity without its prior written consent
(and, as to which, the Lender has advised this Board of Directors of Nord that
it will not consent to Nord undertaking the TMD Opportunity at this time or
within the foreseeable future);

     WHEREAS, on October 14, 2004, the Assignors assumed from Nord all of Nord's
rights and interests in the TMD Opportunity, including without limitation under
the Purchase Agreement (collectively, the "TMD Rights"), to fund such further
development expenses as are necessary to complete the acquisition of and exploit
commercially the TMD Opportunity independent of Nord (the "Post-Development
Expenses"), and to "reserve" the place of Nord with respect to such TMD
Opportunity


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until such time as the Lender may consent to its re-acquisition of the TMD
Rights from, and as further developed by, the Assignee;

     WHEREAS, on October 14, 2004, in consideration for the assignment of the
TMD Rights to the Assignors by Nord, the Assignors entered into an Agreement of
Option and Right of First Refusal with Nord, attached hereto as Exhibit A and
made an integral part hereof (the "Option Agreement"), and provided to Nord a
right of first refusal and option to acquire (the "TMD Option Rights") the TMD
Rights from the Assignors upon the payment to the Assignors of the
Post-Development Expenses plus such premium for taking the risks of development
of the TMD Opportunity as the parties may mutually agree (and as established as
fair and reasonable to Nord by an independent person with experience in the
valuation of business opportunities in the mining industry generally)
("Premium");

     WHEREAS, the Assignee has expressed its willingness to assume from the
Assignors all of their rights and interests in the TMD Rights, to fund the
Post-Development Expenses, and to "reserve" the place of Nord with respect to
such TMD Opportunity until such time as the Lender may consent to Nord's
re-acquisition of the TMD Rights from, and as further developed by, the
Assignee; and

     WHEREAS, in consideration for the assignment of the TMD Rights to the
Assignee as contemplated herein, the Assignee shall assume all of Assignors'
duties and obligations under the Option Agreement.

1. ASSIGNMENT OF RIGHTS AND ASSUMPTION OF OBLIGATIONS

     (a) ASSIGNMENT OF RIGHTS. Assignors hereby assign all of their right, title
and interest in and to the TMD Rights to the Assignee. At such time as Nord
exercises the TMD Option Rights, all of Assignee's right, title and interest in
and to the TMD Rights shall be transferred to Nord, and, in such event and at
such time, the Assignee agrees to execute such documents as shall be necessary
and reasonably requested by Nord in confirmation of the foregoing provisions of
this Section 1(a).

     (b) ASSUMPTION OF OBLIGATIONS. The Assignee hereby accepts the assignment
of the TMD Rights and agrees to undertake and assume the performance of the
duties and obligations of Assignors thereunder, accruing or arising after the
date hereof (the "Obligations").

     (c) Each party hereto agrees that it shall execute or cause to be executed
promptly after request by the other, such documents or instruments as may be
reasonably required for the purpose of or in connection with the assignment by
the Assignors of the TMD Rights or the assumption by the Assignee of the
Obligations pursuant to this Assignment Agreement.

     (d) Notwithstanding anything contained herein, to the extent the consent of
any third party is required as a condition to the assignment of the TMD Rights,
the


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Assignment, insofar as it encompasses such TMD Rights, shall not be effective
unless and until such consent shall have been obtained and Assignors shall: (a)
until such time as such consent shall have been obtained, to the extent possible
obtain for the Assignee the benefits of such TMD Rights as though the Assignment
had been effective with respect to such TMD Rights; and (b) be obligated to
obtain the consent of such third party. At such time as Assignors shall obtain
the required consent to the assignment of any TMD Rights retained by Assignors
pursuant to Section 1(a), the Assignment shall immediately become effective in
accordance with the terms of this Assignment Agreement without the need for
further action or further documentation by either party hereto. This Section
1(d) shall not apply to any transfer that does not require any third party's
consent.

2. CONSIDERATION. As consideration for the Assignment of the TMD Rights, the
Assignee shall assume all of Assignors' duties, obligations, rights and
interests under the Option Agreement.

3. REPRESENTATIONS AND WARRANTIES

     (a) REPRESENTATIONS OF ASSIGNORS. The Assignors hereby represent and
warrant to the Assignee, as of the date hereof, the following

          (i) Assignors have full power and capacity to enter into, execute and
perform this Assignment Agreement, which Assignment Agreement, once executed by
Assignees, 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; and

          (ii) Assignors are not bound by or subject to any contract, agreement,
law, court order or judgment, administrative ruling, regulation or any other
item which prohibits or restricts such party from entering into and performing
this Assignment Agreement in accordance with its terms, or requiring the consent
of any third party prior to the entry into or performance of this Assignment
Agreement in accordance with its terms by such party.

     (b) REPRESENTATIONS AND WARRANTIES OF ASSIGNEE. Assignee hereby represents
and warrants to Assignors, as of the date hereof, the following:

          (i) Assignee is a corporation duly organized and validly existing
under the laws of the State of Tennessee, and has full power and authority to
enter into, execute and perform this Assignment Agreement, which Assignment
Agreement, once executed by Assignee, 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;

          (ii) the individuals signing this Assignment Agreement on behalf
Assignee are the duly elected executive officers of Assignee so indicated, and
have full power and authority to enter into and execute this Assignment
Agreement for and on behalf of he Assignee; and


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          (iii) Assignee is not bound by or subject to any contract, agreement,
law, court order or judgment, administrative ruling, regulation or any other
item which prohibits or restricts such party from entering into and performing
this Assignment Agreement in accordance with its terms, or requiring the consent
of any third party prior to the entry into or performance of this Assignment
Agreement in accordance with its terms by such party.

4. INDEMNIFICATION. Each party hereby agrees to indemnify and hold harmless the
other, together with such party's officers, directors, partners, shareholders,
employees, agents and representatives, as applicable, (collectively, the
"Indemnified parties"), from and against any loss, cost, damage, claim, charge,
set-off, encumbrance or other obligation or liability (a "Liability") resulting
from or arising out of any material breach of such party's duties, obligations
or requirements hereunder including, without limitation, any and all claims from
third parties against any Indemnified party as a result thereof (a "Third-party
Claim"). Such indemnification shall cover, without limitation, the right to
reimbursement of reasonable attorneys' fees, expenses and costs of litigation,
arbitration, mediation and/or settlement. Payment to the Indemnified parties,
and any of them, shall be made upon notice to the party or parties from whom
indemnification may properly be sought hereunder (the "Indemnifying party") that
a Liability has arisen (or, to the extent that notice has been previously
delivered, that such Liability is continuing), together with any invoice or
other demand for payment to any party, including an attorney defending against
or prosecuting the same, and the Indemnifying party shall promptly furnish
payment thereon as directed in such notice. This Section 4 shall survive
termination and/or expiration of this Assignment Agreement and the TMD Rights
granted herein.

5. GENERAL PROVISIONS.

     (a) NOTICES. All notices, requests, demands and other communications
required or permitted 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 follows:

          If to Hirsch:              Ronald A. Hirsch
                                     668 North Coast Highway, #171
                                     Laguna Beach, California 92651
                                     Tel: (949) 715-6745
                                     Fax: (949) 715-6746


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          If to Seymour:             Stephen Seymour
                                     1308 Wine Spring Lane
                                     Baltimore Maryland 21204
                                     Tel: (410) 369-6600
                                     Fax: (410) 369-6601

          If to Assignee:            TMD Acquisition Corporation
                                     317 West Four Feathers
                                     Benson, AZ 85602
                                     Attn: Ronald A. Hirsch, CEO Officer
                                     Facsimile: (949) 715-6746 and
                                                (520) 586-7020

          with a copy (which shall
          not constitute notice) to: August Law Group, P.C.
                                     19200 Von Karman Avenue, Suite 500
                                     Irvine, California 92612
                                     Tel: (949) 752-7772
                                     Fax: (949) 752-7776
                                     Attn: Kenneth S. August, Esq.
                                           President

or to such other address or addresses as such parties may indicate by written
notice sent in accordance with this Section 5(a).

     (b) BINDING AGREEMENT; ASSIGNMENT. This Assignment Agreement shall
constitute the binding agreement of the parties hereto, enforceable against each
of them in accordance with its terms. This Assignment Agreement shall inure to
the benefit of each of the parties hereto, and their respective heirs, personal
representatives, successors and assigns. This Assignment Agreement may not be
assigned by either party, whether by operation of law or by contract, without
the prior, written consent of the other party hereto.

     (c) ENTIRE AGREEMENT. This Assignment Agreement constitutes the entire and
final agreement and understanding among 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 by any party, all of which are merged herein and superseded
hereby.

     (d) GOVERNING LAW; VENUE. This Assignment Agreement shall be governed by
and construed in accordance with the internal laws of the State of Arizona
applicable to the performance and enforcement of contracts made within such
state, 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 Assignment Agreement, the parties hereby agree to accept the exclusive
jurisdiction of the Courts of the State of Arizona. In the event


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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.

     (e) SPECIFIC PERFORMANCE; REMEDIES CUMULATIVE. The parties hereby agree
with each other that, in the event of any breach of this Assignment Agreement by
any party where such breach may cause irreparable harm to any other party, or
where monetary damages may not be sufficient or may not be adequately
quantified, then the affected party or parties shall be entitled to specific
performance, injunctive relief or such other equitable remedies as may be
available to it, which remedies shall be cumulative and non-exclusive, and in
addition to such other remedies as such party may otherwise have at law or in
equity.

     (f) SEVERABLE PROVISIONS. Should any provision of this Assignment
Agreement, be declared illegal or unenforceable by any court of competent
jurisdiction, and cannot be modified to be enforceable, such provision shall
immediately become null and void, leaving the remainder of this Agreement in
full force and effect.

     (g) AMENDMENT. This Assignment Agreement may not be changed or amended,
except by a writing signed by each of the parties hereto.

     (h) ENTIRE AGREEMENT. This Assignment Agreement sets forth the entire
agreement between the parties with respect to any and all matters described
herein, and fully supersedes any prior agreements or understandings between the
parties with respect to any such matters.

                      [SIGNATURE PAGE FOLLOWS IMMEDIATELY]


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

ASSIGNOR                                ASSIGNOR


By: /s/ Ronald A. Hirsch                By: /s/ Stephen D. Seymour
    ---------------------------------       ------------------------------------
Name: Ronald A. Hirsch                  Name: Stephen D. Seymour
Date: Sept 6, 2005                      Date:
                                              ----------------------------------

ASSIGNEE

TMD ACQUSITION CORPORATION              ATTEST


By: /s/ Ronald A. Hirsch                By: /s/ Kathy Glidewell
    ---------------------------------       ------------------------------------
Name: Ronald A. Hirsch                  Name: Kathy Glidewell
Title: Chief Executive Officer          Title: Secretary
Date: Sept 6, 2005                      Date: 9/6/05


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