Filed by Automated Filing Services Inc. (604) 609-0244 - Nord Resources Corporation - Exhibit 10.4






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:

ERLAND ANDERSON, an adult
individual residing in the 
County of Pima, State of Arizona

(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
President of the Company subject to the terms and conditions set out in the
Employment Agreement;

B.      Given the
completion of the updated 2005 Feasibility Study prepared by Winters, Dorsey and
Company, LLC and the Company’s ongoing efforts to reactivate the Johnson Camp
Mine, it is anticipated that the Company will require a full-time Chief
Operating Officer, as well as a full-time President and Chief Executive
Officer;

C.      The Executive
has agreed to act as executive Vice President and Chief Operating Officer of the
Company under the Employment Agreement, as amended hereby, and resign as
President to allow the board of directors of the Company to appoint Nicholas
Tintor (“Tintor”) as President and Chief Executive Officer;

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, Ronald A. Hirsch and
Stephen D. Seymour; and

F.      The Executive
intends to resign as a director of the Company, and it is anticipated 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 President 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 President.

2.      The parties
hereby agree that §2 of the Employment Agreement will be renumbered as §2(a) and
the following will be added to the Employment Agreement as §2(b):

“2(b) The Company agrees that the
compensation arrangements payable to the Executive as set out in this Agreement
will be reviewed no later than August 31, 2006.”

3.      The parties
hereby agree to delete §3(a) of the Employment Agreement and substitute the
following:

“3(a) During the Term of Employment,
Executive shall be employed and serve as the Executive Vice President and Chief
Operating Officer, and shall have such duties as are typically associated with
such title. During the Term of Employment, Executive shall report directly to
the Board of Directors.”

4.      The Company
agrees that to the extent that the terms of the Employment Agreement are not
modified by this Agreement, the Employment Agreement will remain in full force
and effect.

5.      The Executive
further agrees to waive the right to terminate the Employment Agreement for Good
Reason pursuant to Section 7(e) of the Employment Agreement, or to terminate the
Employment Agreement following a Change in Control pursuant to Section 7(g) of
the Employment Agreement, as a result of the resignation of the Executive and
the appointment of the New Directors. This waiver shall not apply to any
situation or event other than the resignation of the Executive and the
appointment of the New Directors. 

6.      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.

7.      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.

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

9.      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/
      Wade Nesmith 	 
	 	Name: Wade Nesmith 	 
	 	Title: Director 	 
	 	  	 
	 	  	 
	/s/ Erland Anderson 	 
	ERLAND ANDERSON