Filed by Automated Filing Services Inc. (604) 609-0244 - Nord Resources Corporation - Exhibit 10.2






WAIVER AGREEMENT and
AMENDMENT OF EMPLOYMENT
AGREEMENT

THIS AGREEMENT is made as of the 15th day of
February, 2006.

BETWEEN:

NORD RESOURCES CORPORATION, a
corporation 
organized under the laws of Delaware

(the "Company")

AND:

RONALD A. HIRSCH, an adult
individual residing in the County of 
Orange, State of California

(the "Executive")

WHEREAS

A.      The Company and the
Executive entered into an executive employment agreement dated January 2, 2004
(the “Employment Agreement”) whereby the Executive agreed to act as Chief
Executive Officer of the Company subject to the terms and conditions set out in
the Employment Agreement; 

B.      The Executive
has agreed to resign as Chief Executive Officer to allow the board of directors
of the Company to appoint Nicholas Tintor (“Tintor”) to such
position; 

C.      Tintor’s
continued employment as Chief Executive Officer will be conditional on the
Company receiving funding of at least $25,000,000, and Tintor will voluntarily
resign as Chief Executive Officer if the date (the “Funding Date”) on
which the Company receives such funding does not occur on or before August 31,
2006 (the “Final Funding Date”); 

D.      Section 7 of
the Employment Agreement gives the Executive certain rights in relation to a
Change in Control (as defined in the Employment Agreement) that may be triggered
if the persons who constituted the board of directors of the Company as at
January 2, 2004 cease for any reason to constitute at least a majority of the
board of directors of the Company; 

E.      As at January
2, 2004, the board of directors consisted of the Executive, Erland A. Anderson
and Stephen D. Seymour; and 

F.      It is
anticipated that Erland A. Anderson (“Anderson”) will resign as a
director of the Company, and that the remaining directors will appoint Tintor,
John F. Cook, Douglas P. Hamilton and Wade Nesmith (collectively, the “New
Directors”) to fill the vacancies on the Company’s board of directors.




THIS AGREEMENT WITNESSES that in consideration of the
payment by the Company to the Executive of consideration in the amount of
US$10.00, the receipt and sufficiency of which is hereby acknowledged by the
parties, the Company and the Executive agree as follows:

1.      The Executive
agrees to resign as Chief Executive Officer of the Company and waive any rights
that he may have against the company pursuant to the Employment Agreement in
respect of such resignation and the appointment of Tintor as Chief Executive
Officer.

2.      The Executive
agrees to continue to act as Chairman for the Company and will work with Tintor
for a period of six months in order to assist with the orderly transition of the
responsibilities of Chief Executive Officer to Tintor.

3.      The Company
agrees that:

	 	(a) 	
      The Executive will have the right to continued employment
      as Chairman for a period of two years (the “Extension Period”)
      after the Funding Date, and, except as amended hereby, all provisions of
      the Employment Agreement shall apply during the Extension
Period;

	 	 	 
	 	(b) 	
      the Executive will be entitled to receive a salary in his
      capacity as Chairman at the rate of $200,000 per annum until that date
      (the “Salary Adjustment Date”) that is six months following the
      Funding Date;

	 	 	 
	 	(c) 	
      all accrued and unpaid salary owing to the Executive to
      and including the Funding Date will be payable in cash as soon as
      practicable following the Funding Date;

	 	 	 
	 	(d) 	
      from and after the Salary Adjustment Date, the Executive
      will be entitled to be paid a salary in his capacity as Chairman of
      $100,000 per annum;

	 	 	 
	 	(e) 	
      after the Funding Date, the Executive’s salary will be
      payable in arrears, in cash, on or before the last day of each business
      day of each month;

	 	 	 
	 	(f) 	
      if the Company has not received funding of at least
      $25,000,000 on or before the Final Funding Date, the Executive will be
      appointed as the President and Chief Executive Officer of the Company at
      an annual salary of $200,000, and all other provisions of the Employment
      Agreement shall apply;

	 	 	 
	 	(g) 	
      in the event of a termination of the Employment Agreement
      for any reason other than by the Company for Cause (as defined in the
      Employment Agreement), the Executive’s breach or his death, the Company
      shall continue to provide health insurance benefits at the then current
      level until the Executive reaches the age of 65; and

	 	 	 
	 	(h) 	
      in the event that the Employment Agreement is terminated
      in accordance with its terms following a Change of Control (as defined in
      the Employment Agreement, as amended by this Agreement), the
    Executive







shall be entitled to receive, in a
lump sum, the balance of the aggregate salary that the Executive would otherwise
have been entitled to receive between the date of such termination and the end
of the Extension Period.

4.      The Executive
agrees to waive the right provided to the Executive in Section 7(e) and Section
7(g) of the Employment Agreement in connection with the resignation of Anderson
and the appointment of the New Directors.

5.      The parties
acknowledge and agree that they will keep the terms of this Agreement and any
agreements made pursuant hereto confidential and will not disclose or discuss
any details of the same with any third party other than their respective
professional advisors or as required by law.

6.      The Executive
acknowledges that he has had the opportunity to seek and was encouraged by the
Company to seek independent legal advice prior to the execution and delivery of
this Agreement and that, in the event that he did not avail himself of that
opportunity prior to signing this Agreement, he did so voluntarily without any
undue pressure and agrees that his failure to obtain independent legal advice
shall not be used by him as a defence to the enforcement of his obligations
under this Agreement.

7.      This
Agreement shall be governed by and in accordance with the laws of the State of
Arizona.

8.      This
Agreement may be executed in any number of counterparts, each of which shall be
enforceable against the parties actually executing such counterparts, and all of
which together shall constitute one instrument. Delivery of an executed copy of
this Agreement by electronic facsimile transmission or other means of electronic
communication capable of producing a printed copy will be deemed to be execution
and delivery of this Agreement as of its effective date.

    
       IN WITNESS WHEREOF the
parties have executed this Agreement as of the day and year first above
written.

	NORD RESOURCES
      CORPORATION 	 
	 	  	 
	Per:	/s/ Ronald A. Hirsch	 
	 	Name: Ronald A. Hirsch 	 
	 	Title: 	 
	 	  	 
	/s/ Ronald A. Hirsch	 
	RONALD A. HIRSCH