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                                                                     EXHIBIT 4.2

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A
VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH SALE
OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT
RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY
THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.

                           CONVERTIBLE PROMISSORY NOTE

                                   ----------

June 29, 2004

     For value received, Nord Resources Corporation, a Delaware corporation (the
"Company"), promises to pay to Ronald A. Hirsch (the "Holder"), the principal
sum of Thirty-Five Thousand Dollars and no Cents ($35,000.00). Simple interest
shall accrue from the date of this Note on the unpaid principal amount at a rate
equal to ten percent (10 %) per annum. This Note is subject to the following
terms and conditions:

     1. Maturity. Unless converted as provided in Section 2, this Note will
automatically mature and be due and payable on January 1, 2006 (the "Maturity
Date"). Subject to Section 2 below, interest shall accrue on this Note.

     2. Conversion.

     (a) Investment by the Holder. On the Maturity Date, some or all of the
entire principal amount of and (at the Company's option) accrued interest on
this Note may be converted into shares of the Company's equity securities. The
conversion price shall be Seventeen and One Half Cents ($0.17.5) per share.

     (b) Mechanics and Effect of Conversion. No fractional shares of the
Company's capital stock will be issued upon conversion of this Note. In lieu of
any fractional share to which the Holder would otherwise be entitled, the
Company will pay to the Holder in cash the amount of the unconverted principal
and interest balance of this Note that would otherwise be converted into such
fractional share. Upon conversion of this Note pursuant to this Section 2, the
Holder shall surrender this Note, duly endorsed, at the principal offices of the
Company. At its expense, the Company will, as soon as practicable thereafter,
issue and deliver to such Holder, at such principal office, a certificate or
certificates for the number of shares to which such Holder is entitled upon such
conversion, together with an other securities and property to which the Holder
is entitled upon such conversion under the terms of this Note, including a check
payable to the Holder for any cash amounts payable as described herein. Upon
conversion of this Note, the Company will be forever released from all of its
obligations and liabilities under this Note with regard to that portion of the
principal amount and accrued interest being converted including without
limitation the obligation to pay such portion of the principal amount and
accrued interest.

     3. Payment. All payments shall be made in lawful money of the United States
of America at such place as the Holder hereof may from time to time designate in
writing to


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the Company. Payment shall be credited first to the accrued interest then due
and payable and the remainder applied to principal. Prepayment of any part of
this Note or the entire amount of this Note may be made at any time without
penalty.

     4. Transfer; Successors and Assigns. The terms and conditions of this Note
shall inure to the benefit of and be binding upon the respective successors and
assigns of the parties. Notwithstanding the foregoing, the Holder may not
assign, pledge, or otherwise transfer this Note without the prior written
consent of the Company, except for transfers to affiliates. Subject to the
preceding sentence, this Note may be transferred only upon surrender of the
original Note for registration of transfer, duly endorsed, or accompanied by a
duly executed written instrument of transfer in form satisfactory to the Holder.
Thereupon, a new note for the same principal amount and interest will be issued
to, and registered in the name of, the transferee. Interest and principal are
payable only to the registered holder of this Note.

     5. Governing Law. This Note and all acts and transactions pursuant hereto
and the rights and obligations of the parties hereto shall be governed,
construed and interpreted in accordance with the laws of the State of Arizona,
without giving effect to principles of conflicts of law.

     6. Notices. Any notice required or permitted by this Note shall be in
writing and shall be deemed sufficient upon delivery, when delivered personally
or by a nationally-recognized delivery service (such as Federal Express or UPS),
or forty-eight (48) hours after being deposited in the U.S. Mail, as certified
or registered mail, with postage prepaid, addressed to the party to be notified
at such party's address as set forth below or as subsequently modified by
written notice.

     7. Amendments and Waivers. Any term of this Note may be amended only with
the written consent of the Company and the Holder. Any amendment or waiver
effected in accordance with this Section 7 shall be binding upon the Company,
the Holder and each transferee of the Note.

     8. Stockholders, Officers and Directors Not Liable. In no event shall any
stockholder, officer or director of the Company be liable for any amounts due or
payable pursuant to this Note.

     9. Entire Agreement. This Agreement, together with any exhibits attached
hereto, constitutes the entire understanding and agreement of the parties
hereto. This Agreement supersedes all prior negotiations, discussions,
correspondence, communications, understandings and agreements between the
parties relating to the subject matter of this Agreement.

     10. This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument. Facsimiles containing original signatures shall be
deemed for all purposes to be originally-signed copies of the documents which
are the subject of such facsimiles.

                  [SIGNATURES TO APPEAR ON THE FOLLOWING PAGE]


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AGREED TO AND ACCEPTED:

COMPANY:

NORD RESOURCES CORPORATION


By: /s/ Erland A. Anderson
    ---------------------------------
Name: Erland A. Anderson
Title: President
Address: 3048 N. Seven Dash Road, PO Box 384
         Dragoon, Arizona 85609


HOLDER:

RONALD A. HIRSCH


By: /s/ Ronald A. Hirsch
    ---------------------------------
Name: Ronald A. Hirsch
Address: 668 N Coast Hwy
         #171
         Laguna Beach, CA 92657


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