Filed by Automated Filing Services Inc. (604) 609-0244 - Nord Resources Corporation - Exhibit 4.24






WAIVER AGREEMENT and 
AMENDMENT OF PROMISSORY NOTE

THIS AGREEMENT is made the _6th day of
February, 2006.

BETWEEN:

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

("Nord")

AND:

NEDBANK LIMITED, a limited
liability company organized 
under the laws of the Republic of South
Africa

("Nedbank") 

WHEREAS

A.      Nord has issued a
secured promissory note to Nedbank in the principal sum of $3,900,000 dated
November 8, 2005 (the “Note”); 

B.      Section 5(ii)
of the Note contains a mandatory repurchase provision (the “Mandatory
Repurchase Provision”) that will be triggered if the persons who constituted
the board of directors of Nord as at November 8, 2005 cease for any reason to
constitute a majority of the board of directors of Nord;

C.      As at
November 8, 2005, the board of directors consisted of Ronald A. Hirsch, Erland
A. Anderson and Stephen D. Seymour; and

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

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

1.      Nedbank
hereby waives the application of the Mandatory Repurchase Provision in
connection with the resignation of Anderson and the appointment of the New
Directors.

2.      The parties
hereby agree to delete section 5(ii) of the Note and substitute the
following:




“5 (ii) Ronald A. Hirsch, Stephen D.
Seymour, Nick Tintor, John F. Cook, Douglas P. Hamilton and Wade Nesmith cease
for any reason, including, without limitation, as a result of a tender offer,
proxy contest, merger or similar transaction, to constitute at least a majority
of the Company’s Board of Directors; or”

3.      To the extent
that they are not modified by this Agreement, the provisions of the Note shall
remain in full force and effect. It is agreed that this Agreement is not
intended to be a novation of the indebtedness evidenced by the terms of the
Note, and Nedbank, or the holder of the Note, shall be entitled to all of the
benefits, and in the same priority, of all property heretofore pledged as
collateral for the indebtedness represented thereby.

4.      The parties
acknowledge and agree that until such time as the terms of this Agreement are
made public in accordance with applicable securities laws, the parties 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.

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

6.      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/ Erland A. Anderson	 
	 	Name: Erland A. Anderson 	 
	 	Title: President 	 
	 	  	 
	NEDBANK
      LIMITED 	 
	 	  	 
	Per: 	/s/ Mark Tyler	 
	 	Name: Mark Tyler 	 
	 	Title: Head of Mining and
      Resources