Filed by sedaredgar.com - Nord Resources Corp. - Exhibit 10.68






AGREEMENT TO PURCHASE ROYALTY

     This AGREEMENT TO PURCHASE
ROYALTY (“Agreement”) is made and entered into as of the 31st
day of March, 2009 (“Effective Date”) by and between NORD RESOURCES
CORPORATION, a Delaware corporation (“Producer”), and IRC NEVADA INC., a
Nevada corporation (“IRC”).

RECITALS:

     A. Producer is the owner of
certain mineral properties located in Cochise County, Arizona, consisting of
approximately 59 patented lode mining claims, 102 unpatented mining claims and
other fee lands, totaling 3,092 acres, more or less, owned or controlled by
Producer and more particularly described on Exhibit A attached hereto and
incorporated by reference (the “Property”), on which Producer is
conducting copper mining and production operations.

     B. Producer desires to sell and
IRC desires to purchase a royalty interest in net smelter returns from minerals
produced from the Property on the terms and conditions set forth in this
Agreement.

     C. The transaction by which
Producer would sell and IRC would purchase such royalty interest will be
evidenced by: (i) this Agreement, and (ii) the hereinafter described Royalty
Deed.

     NOW, THEREFORE, in consideration
of the mutual covenants contained in this Agreement, and other valuable
consideration, the receipt and sufficiency of which are hereby acknowledged by
the parties, Producer and IRC agree as follows:

	1. 	
      Definitions.

	 	 	 	 
		1.1 	
      The following terms shall have the meaning set forth in
      this Section:

	 	 	 	 
			(a) 	
      “Affiliate” shall mean any person or entity
      controlling, controlled by or under common control with a party
    hereto.

	 	 	 	 
			(b) 	
      “Closing” shall mean the consummation of the
      transactions and actions necessary to effect the creation and purchase of
      the Royalty pursuant to this agreement as more particularly described in
      Section 6.

	 	 	 	 
			(c) 	
      “Disclosure Schedule” means the disclosure
      schedule dated as of the Effective Date attached hereto as Exhibit
    B.

	 	 	 	 
			(d) 	
      “Environmental Laws” means Laws aimed at
      reclamation or restoration of the Property; abatement of pollution;
      protection of the environment; protection of wildlife, including
      endangered species; ensuring public safety from environmental hazards;
      protection of cultural or historic resources; management, storage or
      control of hazardous materials and substances; releases or threatened
      releases of pollutants, contaminants,



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      chemicals or industrial, toxic or hazardous substances as
      wastes into the environment, including without limitation, ambient air,
      surface water and groundwater; and all other Laws relating to the
      manufacturing, processing, distribution, use, treatment, storage,
      disposal, handling or transport of pollutants, contaminants, chemicals or
      industrial, toxic or hazardous substances or wastes.

	 	 	 
	 	(e) 	
      “Environmental Liabilities” means any and all
      claims, actions, causes of action, damages, losses, liabilities,
      obligations, penalties, judgments, amounts paid in settlement,
      assessments, costs, disbursements, or expenses (including, without
      limitation, attorneys' fees and costs, experts' fees and costs, and
      consultants' fees and costs) that are asserted by any person, entity or
      Governmental Authority alleging liability (including liability for
      studies, testing or investigatory costs, cleanup costs, response costs,
      removal costs, remediation costs, containment costs, restoration costs,
      corrective action costs, closure costs, reclamation costs, natural
      resource damages, property damages, personal injuries, penalties or fines)
      arising out of, based on or resulting from (i) the presence, release,
      threatened release, discharge or emission into the environment of any
      hazardous materials or substances existing or arising on, beneath or above
      the Property and/or emanating or migrating and/or threatening to emanate
      or migrate from the Property to off-site properties; (ii) physical
      disturbance of the environment other than as authorized by and in
      compliance with the Permits; or (iii) the violation or alleged violation
      of any Environmental Laws.

	 	 	 
	 	(f) 	
      “Governmental Authority” shall mean any federal,
      state or local government, district or authority having jurisdiction or
      authority to regulate or control the Property or any part of Producer’s
      operations in connection with the production and sale of
  Minerals.

	 	 	 
	 	(g) 	
      “Key Employee” shall mean any current officer of
      Producer, the current general manager or equivalent employee responsible
      for operations at the Property or any current manager of Producer
      responsible for Producer’s compliance with Environmental Laws or health
      and safety Laws.

	 	 	 
	 	(h) 	
      “Law” or “Laws” means all applicable
      federal, state and local laws, rules, ordinances, regulations, grants,
      licenses, orders, directives, judgments, decrees, and other governmental
      restrictions, including Permits, whether legislative, municipal,
      administrative or judicial in nature.

	 	 	 
	 	(i) 	
      “Minerals” shall have the meaning set forth in the
      Royalty Deed.

	 	 	 
	 	(j) 	
      “Permit” shall mean any license, permit,
      certificate or other authorization by any Governmental Authority necessary
      for Producer’s operation on the Property or in connection with the
      removal, processing or sale of Minerals
therefrom.





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	 	(k) 	
      “Permitted Liens” shall have the meaning given the
      term in the Royalty Deed.

	 	 	 
	 	(l) 	
      “Royalty” shall mean the Royalty defined in the
      Royalty Deed, purchased pursuant to Sections 2 and 3, below

	 	 	 
	 	(m) 	
      “Royalty Deed” shall mean the Royalty Deed and
      Assignment of Royalty to be delivered at Closing in the form of Exhibit C
      attached hereto.




	2. 	
      Purchase and Sale of Royalty. Upon and subject to
      the terms and provisions of this Agreement, at the Closing, IRC will
      purchase from Producer and Producer will sell, convey, assign and transfer
      to IRC the Royalty in the Base Royalty Rate percentage amount, as defined
      in the Royalty Deed, of two and one-half percent (2.5%) of Net Returns, as
      also defined in the Royalty Deed, free and clear of all liens, claims,
      charges, equities or encumbrances of any kind except for any Permitted
      Liens.

	 	 
	3. 	
      Purchase Price. The “Purchase Price” for
      the Royalty shall be five million dollars ($US5,000,000.00), paid or
      payable at Closing, subject to the adjustment of Section 6.3(a).

	 	 
	4. 	
      Due Diligence, Inspection and Records. Prior to
      Closing, IRC and its agents shall have the right to enter upon the
      Property and inspect all operations thereon, review all records of
      Producer pertaining to the Property and production and sale of Minerals
      (as defined in the Royalty Deed) therefrom, verify Producer’s title to and
      interest in the Property; review all documents and records pertaining to
      reserves, Permits and recovery of Minerals from the Property and review
      Producer’s financial position and all financing and Mineral sales
      agreements related to or affecting Producer’s ability to own the Property
      and conduct operations for the mining, processing and sale of Minerals
      from the Property.




	 	4.1 	
      Property Inspection. IRC and its agents, duly
      authorized in writing, may enter upon the Property and facilities of
      Producer at the Property to inspect the same, during normal business
      hours, at such time as shall not unreasonably hinder or interrupt the
      operations and activities of Producer.

	 	 	 
	 	4.2 	
      Records Inspection. Subject to satisfaction of any
      requirements with respect to confidentiality, upon reasonable notice,
      Producer shall afford to the officers, employees, accountants, counsel and
      other representatives of IRC access, during normal business hours, during
      the period prior to the Closing, to all of the books, contracts,
      commitments and records relating to the Property, or Minerals sale
      agreements that are in Producer’s possession and shall furnish to IRC all
      other information concerning such assets that is in Producer’s possession
      as IRC reasonably requests.




	5. 	
      No Assumption of Liability. IRC is not assuming,
      by its purchase of the Royalty or otherwise, any liability, obligation or
      commitment of Producer, whether known or unknown, actual or contingent,
      now-existing or hereafter arising, and expressly disclaims, in whole or in
      part, the assumption of all such liabilities, obligations or
      commitments





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related to the Property, Minerals or
the Producer (“Excluded Liabilities”). The Excluded Liabilities include,
but are not limited to, the following:

	 	(a) 	
      Any and all obligations and liabilities, including
      without limitation Environmental Liabilities, of Producer relating to or
      arising from environmental or other conditions of any portion of the
      Property or from Producer’s operations related to the Property;
  and

	 	 	 
	 	(b) 	
      Any and all obligations and liabilities of Producer to
      any lessor, contractor, customer of Producer or Governmental
    Authority.




	6. 	
      Closing.

	 	 	 	 
		6.1 	
      Time and Place. Producer and IRC shall consummate
      and close the transaction contemplated herein (“Closing”) at the
      offices of IRC on March 30, 2009, or as soon thereafter as
  possible.

	 	 	 	 
		6.2 	
      Deliverables by Producer. At the Closing, and
      conditioned upon satisfaction of the Closing conditions of Sections 11.1
      and 11.3, Producer shall deliver to IRC, in form and substance
      satisfactory to IRC:

	 	 	 	 
			(a) 	
      The Royalty Deed, duly executed and acknowledged by
      Producer; and

	 	 	 	 
			(b) 	
      Such other certificates and documents as IRC or its
      counsel may reasonably request.

	 	 	 	 
		6.3 	
      Deliverables by IRC. At the Closing, and
      conditioned upon satisfaction of the Closing conditions of Sections 11.1
      and 11.2, IRC shall deliver to Producer, in form and substance
      satisfactory to Producer:

	 	 	 	 
			(a) 	
      The Purchase Price for the Royalty, less IRC’s outside
      attorney’s fees and the costs for conducting its due diligence examination
      and negotiating and closing this transaction, (which fees and costs shall
      not exceed fifty thousand dollars ($US 50,000) as a deduction from the
      Purchase Price), in the form of an electronic funds transfer to such
      account and at such location as Producer may direct, cashier’s check or
      other current funds; and

	 	 	 	 
			(b) 	
      Such other certificates and documents as Producer or its
      counsel may reasonably request.




	7. 	
      Warranties and Representations of IRC. IRC
      warrants and represents to Producer for the express purpose of inducing
      Producer to enter into this Agreement, and to otherwise complete all of
      the transactions contemplated hereby that as of the date of this Agreement
      and as of the date of Closing, as follows:

	 	 	 
		7.1 	
      Organization. IRC is a duly organized, validly
      existing corporation in good standing under the Laws of the State of
      Nevada and has all requisite power and





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      authority to conduct its business and to own its
      property, as now conducted or owned, and as contemplated by this
      Agreement.

	 	 	 
	 	7.2 	
      Authorization. All required corporate actions and
      proceedings have been duly taken so as to authorize the execution and
      delivery by IRC of this Agreement and all other documents or instruments
      to be executed and delivered hereunder.

	 	 	 
	 	7.3 	
      Valid and Binding. This Agreement constitutes the
      legal, valid and binding obligation of IRC enforceable in accordance with
      its terms.

	 	 	 
	 	7.4 	
      No Violations. The consummation of the
      transactions contemplated by this Agreement and performance of the
      obligations of IRC hereunder does not constitute a violation of, nor
      conflict with, any Law, contract, agreement or organizational document to
      which IRC is a party or by which it or its property is or may be
    bound.

	 	 	 
	 	7.5 	
      No Litigation. There is no litigation now pending,
      or to the best of IRC’s knowledge threatened, against IRC which if
      adversely decided could materially impair the ability of IRC to purchase,
      own and receive the Royalty hereunder.

	 	 	 
	 	7.6 	
      No Consents. IRC need not give any notice to, make
      any filings with, or obtain any authorization, consent or approval of any
      person or governmental agency in order to consummate the transactions
      contemplated by this Agreement.

	 	 	 
	 	7.7 	
      Brokers Fees. IRC does not have any liability to
      pay any fees or commissions to any broker, finder, or agent with respect
      to the transactions contemplated by this Agreement for which Producer
      could become liable or obligated.

	 	 	 
	 	7.8 	
      Foreign Person. IRC is not a “foreign person”, as
      such term is defined in Section 1445 of the Internal Revenue
  Code.




	8. 	
      Warranties and Representations of Producer.
      Producer warrants and represents to IRC for the express purpose of
      inducing IRC to enter into this Agreement, and to otherwise complete all
      of the transactions contemplated hereby that as of the date of this
      Agreement and as of the date of Closing, as follows:

	 	 	 
		8.1 	
      Organization. Producer is a duly organized validly
      existing corporation in good standing under the Laws of the State of
      Delaware, and is duly qualified to do business in the State of Arizona and
      has all requisite power and authority to conduct its business and to own
      its property, as now conducted or owned, and as contemplated by this
      Agreement.

	 	 	 
		8.2 	
      Authorization. All required corporate actions and
      proceedings have been duly taken so as to authorize the execution and
      delivery by Producer of this Agreement and all other documents or
      instruments to be executed and delivered hereunder and to grant the
      Royalty to IRC.





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	 	8.3 	
      Valid and Binding. This Agreement constitutes the
      legal, valid and binding obligations of Producer enforceable in accordance
      with its terms.

	 	 	 	 
	 	8.4 	
      No Violations. The consummation of the
      transactions contemplated by this Agreement and the subsequent payment of
      the Royalty and performance of the obligations of Producer hereunder does
      not constitute a violation of, nor conflict with, any Law, contract,
      agreement or organizational document to which Producer is a party or by
      which it or its property is or may be bound.

	 	 	 	 
	 	8.5 	
      No Litigation. Except as set forth on the
      Disclosure Schedule, there is no litigation now pending, or to the best of
      Producer’s knowledge threatened, against Producer which if adversely
      decided could materially impair the ability of Producer to grant the
      Royalty hereunder and to pay the same as it becomes due.

	 	 	 	 
	 	8.6 	
      No Consents. Except for any consent required by
      Producer’s existing credit facilities identified on Exhibit B to the
      Royalty Deed, Producer need not give any notice to, make any filings with,
      or obtain any authorization, consent or approval of any person or
      governmental agency in order to consummate the transactions contemplated
      by this Agreement and grant the Royalty to IRC.

	 	 	 	 
	 	8.7 	
      Brokers Fees. Producer does not have any liability
      to pay any fees or commissions to any broker, finder, or agent with
      respect to the transactions contemplated by this Agreement for which IRC
      could become liable or obligated.

	 	 	 	 
	 	8.8 	
      Foreign Person. Producer is not a “foreign
      person”, as such term is defined in Section 1445 of the Internal Revenue
      Code.

	 	 	 	 
	 	8.9 	
      Rights in the Property.

	 	 	 	 
	 		(a) 	
      The warranties and representations contained in the
      Royalty Deed as to Producer’s rights in the Property are true and
      correct;

	 	 	 	 
	 		(b) 	
      There are no options or rights of first refusal to
      purchase or acquire all or any portion of the Property;

	 	 	 	 
	 		(c) 	
      Producer has access to the Property from roads sufficient
      to allow Producer to conduct its business at the Property as it is
      currently conducted and Producer has not received notice of termination of
      such access; and

	 	 	 	 
	 		(d) 	
      Producer has not received notice of any taking of the
      Property or any part thereof, in or by condemnation or other eminent
      domain proceedings pursuant to any Law, or by reason of the temporary
      requisition of the use or occupancy of the Property or any part thereof,
      by any Governmental Authority, civil or military or the commencement or
      pendency of any action or proceeding therefor.





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	 	8.10 	
      Condition of Property. Except as set forth on the
      Disclosure Schedule, with respect to Producer’s operations related to the
      Property:

	 	 	 	 	 
	 		(a) 	
      There has been issued and there remains in full force and
      effect subject to no revocation, suspension, forfeiture or modification,
      each and every Permit necessary for the present use, operation and
      occupancy of the Property by Producer and the conduct of mining,
      processing and sales of Minerals from the Property and all required
      zoning, building code, land use, environmental and other similar
      Permits;

	 	 	 	 	 
	 		(b) 	
      The Property and the present and contemplated use and
      occupancy thereof for Producer’s Mineral operations comply in all material
      respects with all applicable zoning ordinances, building codes, land use
      Laws, setback or other development and/or use requirements of Governmental
      Authorities;

	 	 	 	 	 
	 		(c) 	
      There has not occurred any material damage to or
      destruction of the Property or any portion thereof as a result of any fire
      or other casualty that, as of the date hereof, has not been repaired in
      all material respects;

	 	 	 	 	 
	 		(d) 	
      All liquid and solid waste disposal, septic and sewer
      systems located on the Property are in compliance in all material respects
      with any and all Laws and requirements of any Governmental Authority;
      and

	 	 	 	 	 
	 		(e) 	
      With respect to the environmental condition of the
      Property and Producer’s operations on the Property:

	 	 	 	 	 
	 			(i) 	
      the conditions existing on or with respect to the
      Property and its ownership and operation of the Property are not (A) in
      violation of any Laws, including without limitation any Environmental
      Laws, or (B) causing or resulting in Environmental Liabilities;

	 	 	 	 	 
	 			(ii) 	
      there have been no past violations by Producer of any
      Environmental Laws or other Laws affecting or pertaining to the Property,
      nor the creation of Environmental Liabilities by Producer or, to the
      knowledge of any Key Employee of Producer, any of its predecessors in
      title to the Property, except as has been fully abated and remediated by
      Producer or its predecessors in title so as to cause the Property and
      Producer’s operations thereon to be in full compliance with the
      requirements of applicable Laws and the orders of all Governmental
      Authority having jurisdiction, and to be free of any claim for damages or
      remediation costs, natural resources damages or other Environmental
      Liabilities; and

	 	 	 	 	 
	 			(iii) 	
      No Key Employee of Producer has received an inquiry from
      or notice of a pending investigation from any Governmental Authority or of
      any administrative or judicial proceeding concerning the violation of any
      Laws.





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	 	(f) 	
      Producer is in compliance in all material respects with
      each Permit pertaining to its operations for extracting, processing and
      sale of Minerals, including without limitation, all Permits pertaining to
      Environmental Laws and reclamation.




	9.	 Producer Covenants. During
        the period from the Effective Date to the Closing, Producer agrees that,
        except as contemplated or permitted by this Agreement or to the extent
        that IRC otherwise consents in writing:

	 	 	 	 
			(a) 	 As soon as possible after execution of this Agreement
        Producer shall provide IRC with full, complete and correct copies of all
        leases and other agreements affecting the Property; and all Mineral sales
        contracts for production from the Property.

	 	 	 	 
			(b) 	 Producer will not, and will not agree to, sell, lease,
        exchange, or encumber the Property or its interest in the Minerals except
        for sales of Minerals in the ordinary course of business.

	 	 	 	 
			(c) 	 Producer will immediately notify IRC in writing of any
        event that renders any representation or warranty of Producer hereunder
        incorrect or inaccurate.

	 	 	 	 
			(d) 	 Producer will not take any action that would, or would
        be reasonably likely to, result in any of the conditions in Section 11
        not being satisfied or that would materially impair Producer’s ability
        to consummate the transactions contemplated hereby in accordance with
        the terms hereof or would materially delay such consummation. Producer
        shall promptly advise IRC orally and in writing of any change in, or event
        with respect to, the Property or Producer having, or that could have,
        a material adverse effect on Producer’s ability to consummate the
        transactions contemplated hereby.





	10. 	
      Covenant of IRC. During the period from the date
      of this Agreement until the Closing, IRC will not take any action that
      would, or would be reasonably likely to, result in any of the conditions
      in Section 11 not being satisfied or that would materially impair IRC’s
      ability to consummate the transactions contemplated hereby in accordance
      with the terms hereof or would materially delay such consummation. IRC
      shall promptly advise Producer orally and in writing of any change or
      event that could have a material adverse effect on Producer’s ability to
      consummate the transactions contemplated hereby.

	 	 	 	 
	11. 	
      Closing Conditions.

	 	 	 	 
		11.1 	
      Conditions to Each Party’s Obligations. The
      respective obligations of the parties hereunder are subject to the
      satisfaction, at or prior to the Closing, of the following
    conditions:

	 	 	 	 
			(a) 	
      No temporary restraining order, preliminary or permanent
      injunction or other order issued by any court of competent jurisdiction or
      other legal





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      restraint or prohibition preventing the consummation of
      the transactions contemplated herein shall be in effect (each party
      agreeing to use all reasonable efforts to have any such order reversed or
      injunction lifted).

	 	 	 
	 	(b) 	
      No claim, action, litigation or proceeding shall be
      pending or threatened against IRC or Producer for the purpose of enjoining
      or preventing the consummation of the transactions contemplated hereby or
      otherwise claiming that this Agreement or the consummation of the
      transactions contemplated hereby are illegal.




	 	11.2 	 Conditions to IRC’s Closing Obligation.
        IRC’s obligation to close the transactions contemplated hereunder
        is subject to:

	 	 	 	 	 
			(a) 	 IRC being satisfied, in its sole discretion:

	 	 	 	 	 
				(i) 	 As to Producer’s title in and to the Property and
        the ability of Producer to convey the Royalty free and clear of all prior
        liens and encumbrances except for Permitted Liens or as agreed to by IRC;

	 	 	 	 	 
				(ii) 	 As to the tax consequences and impact to IRC of the
        purchase and conveyance of the Royalty;

	 	 	 	 	 
				(iii) 	 As to the quantity, quality and potential recovery of
        reserves of Minerals from the Property;

	 	 	 	 	 
				(iv) 	 As to the status of all Permits required to conduct
        operations for Minerals on the Property; and

	 	 	 	 	 
				(v) 	 As to Nord’s financial position and all financing
        and Mineral sales agreements pertaining to Property.





	 	 	(b) 	 The representations and warranties of Producer set forth
        herein are correct in all material respects as of the Closing as though
        they were made as of the Closing.

	 	 	 	 
	 	 	(c) 	 Producer shall have fully performed and complied in
        all material respects with the covenants hereunder that are to be performed
        or complied with by it at or prior to the Closing.

	 	 	 	 
	 	 	(d) 	 The approval of this Agreement and the transactions
        contemplated hereby by IRC’s board of directors.

	 	 	 	 
	 	 	(e) 	 The written approval of this Agreement and the transactions
        contemplated hereby by Producer’s senior lender, Nedbank Limited,
        and the agreement of Nedbank, in substantially the form of Exhibit D hereto
        or as otherwise agreed to by IRC, that the Royalty shall survive any foreclosure
        or transfer of the Property in lieu thereof of Nedbank’s Deed of
        Trust included in the Permitted Liens.





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	 	11.3 	 Conditions to Producer’s Closing Obligations.
        Producer’s obligation to close the transactions contemplated hereunder
        is subject to the fulfillment of the following conditions, at or prior
        to the Closing (unless waived in writing by Producer):

	 	 	 	 
			(a) 	 The representations and warranties of IRC set forth
        herein are correct in all material respects as of the Closing as though
        they were made as of the Closing.

	 	 	 	 
			(b) 	 IRC shall have fully performed and complied in all material
        respects with the covenants hereunder that are to be performed or complied
        with by it at or prior to the Closing.

	 	 	 	 
			(c) 	 The approval of this Agreement and the transactions
        contemplated hereby by Producer’s board of directors.

	 	 	 	 
			(d) 	 The approval of this Agreement and the transactions
        contemplated hereby by Producer’s senior lender, Nedbank Limited.





	12. 	
      Termination.

	 	 	 	 
		12.1 	
      Termination. This Agreement may be terminated at
      any time prior to the Closing:

	 	 	 	 
			(a) 	
      By mutual written consent of Producer and IRC;

	 	 	 	 
			(b) 	
      By Producer if any of the representations or warranties
      of IRC herein are inaccurate in any material respect and if such
      inaccuracy cannot reasonably be expected to be cured prior to the
      Closing;

	 	 	 	 
			(c) 	
      By Producer if any obligation, term or condition to be
      performed or observed by IRC hereunder has not been performed or observed
      in any material respect at or prior to the time specified in this
      Agreement;

	 	 	 	 
			(d) 	
      By IRC if, as a result of the investigations of Section 4
      and 11.2(a) and (b), title to or the condition of the Property or
      Producer’s operations or financial condition is unsatisfactory to IRC in
      IRC’s sole good faith opinion.

	 	 	 	 
			(e) 	
      By IRC if any of the representations or warranties of
      Producer herein are inaccurate in any material respect and if such
      inaccuracy cannot reasonably be expected to be cured prior to the
      Closing;

	 	 	 	 
			(f) 	
      By IRC if any obligation, term or condition to be
      performed or observed by Producer hereunder has not been performed or
      observed in any material respect at or prior to the time specified in this
      Agreement; and

	 	 	 	 
			(g) 	
      By either IRC or Producer if any of the conditions set
      forth in Subparagraph 11.1 have not been
satisfied.





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	 	12.2 	
      Effect of Termination. If validly terminated
      pursuant to Subparagraph 12.1 and the Closing does not occur as provided
      in Section 6, this Agreement will become null and void and, except as
      provided in Subparagraph 12.3, all further obligations of the parties
      under this Agreement will terminate and there will be no liability on the
      part of any party under this Agreement.

	 	 	 
	 	12.3 	
      Reimbursement of Negotiation and Due Diligence
      Costs. Notwithstanding Subparagraph 12.2, if this Agreement terminates
      without grant by Producer of the Royalty due to the failure of any of the
      conditions set forth in subparagraph 11.3(c) or (d), all out-of-pocket
      legal fees and other costs incurred by IRC in negotiating this Agreement
      and conducting due diligence up to $50,000 shall be reimbursed by Producer
      to IRC.




	13. 	
      Notices. Any demand, notice or request by either
      party to the other shall be in writing and hand delivered to the party
      intended to receive the same or mailed by registered or certified mail,
      return receipt requested, addressed to that party as
  follows:




	 	If to IRC 	IRC Nevada Inc. 
	 	  	c/o IRC (U.S.) Management Inc. 
	 	  	10 Inverness Dr. East, Suite 104 
	 	  	Englewood, CO 80112 
	 	  	Attention: Chief Financial Officer 
	 	  	  
	 	If to Producer: 	Nord Resources Corporation 
	 	  	1 West Wetmore Road, Suite 203 
	 		
      Tucson, AZ 85705  

	 	  	Attention: President and Chief Executive
      Officer 


or at such other address as may be set
forth in a notice delivered or mailed as herein provided.

	14. 	
      Further Assurances. The parties each covenant and
      agree, upon request from the other from time to time, to execute,
      acknowledge and deliver such further instruments or documents which the
      requesting party may reasonably require in furtherance of its rights under
      this Agreement.

	 	 
	15. 	
      Assignment. If Producer shall sell, convey,
      assign, encumber or otherwise transfer any interest in the Minerals (other
      than sales of Minerals in the ordinary course of Producer’s business), the
      Property or any Minerals sale contracts (any of which is referred to in
      this Section as a “Transfer”), then, as a condition to the
      effectiveness of such Transfer, Producer shall make such Transfer
      expressly subject to the Royalty and shall obtain the written
      acknowledgement of the transferee of IRC’s Royalty and, for Transfers
      other than an encumbrance, shall require the transferee to expressly
      assume the obligations of Producer with respect to events and conditions
      occurring after the Transfer and to pay the Royalty accruing after the
      Transfer according to its terms. Upon the assumption of by the transferee
      of the foregoing obligations of Producer hereunder, Producer shall be
      released from performance of all obligations under this Agreement which
      arise after the Transfer,





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      except that Producer shall not be deemed released from
      the performance of any obligations which relate to the period prior to the
      Transfer, for which Producer shall remain primarily liable.

	 	 	 
	16. 	
      Transfer of Royalty Interest. If at any time IRC
      desires to sell or transfer all or any portion of its rights to the
      Royalty, IRC shall, on a non-exclusive basis, so advise Producer of such
      desire and of any terms and conditions upon which IRC is willing to
      entertain a proposal or offer as to a sale or transfer. If IRC solicits
      offers or bids for the rights, Producer shall be given the opportunity to
      make an offer or submit a bid; provided, however, that the foregoing shall
      not create any right of first refusal, right of first offer or other
      preemptive right in Producer to acquire any interest in rights to the
      Royalty from IRC, and IRC shall have no obligation whatsoever to accept
      any offer or bid from Producer, or sell or transfer any such interest to
      Producer, without regard to whether Producer’s offer or bid is the high
      bid or best offer, and any decision to sell or transfer to Producer or to
      any other party shall be in IRC’s sole discretion.

	 	 	 
	17. 	
      Confidentiality. All information disclosed by
      Producer to IRC that is not generally known or generally available to
      persons who are in the mining industry shall be deemed confidential and,
      except as provided below in this Section, may be used by IRC solely for
      the purpose of conducting its due diligence investigations pursuant to
      this Agreement, and shall not be disclosed to anyone except to those
      persons who have a need to know in connection with such investigations.
      Notwithstanding the foregoing, IRC may disclose such information to
      potential private investors, lenders and financial advisors if needed to
      allow IRC to obtain its own financing based upon such information,
      provided that any such private investor, lender or financial advisor first
      agrees to be bound by the confidentiality provisions of this
    Section.

	 	 	 
	18. 	
      Parties Bound. The provisions of this Agreement
      shall be binding upon and inure to the benefit of Producer and IRC and
      their respective successors and assigns, except as otherwise prohibited by
      this Agreement. This Agreement is a contract by and between Producer and
      IRC for their mutual benefit, and no third person shall have any right,
      claim or interest against either IRC or Producer by virtue of any
      provision hereof.

	 	 	 
	19. 	
      Governing Law; Consent to Jurisdiction; Mutual Waiver
      of Jury Trial.

	 	 	 
		19.1 	
      Governing Law; Severability. This Agreement shall
      be governed by and construed in accordance with the Laws of the State of
      Arizona without regard to conflict of law principles. In the event that
      any provision or clause of this Agreement conflicts with applicable Laws,
      such conflicts shall not affect other provisions of this Agreement which
      can be given effect without the conflicting provision, and to this end the
      provisions of this Agreement are declared to be severable.

	 	 	 
		19.2 	
      Consent to Jurisdiction. Each party consents to
      the jurisdiction of the state courts of Colorado and to the federal court
      for the District of Colorado in connection with any dispute or the pursuit
      of any remedy or relief in connection with
this





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      Agreement and Producer waives any objection to the venue
      of any legal process on the basis that the process has been brought in an
      inconvenient forum.

	 	 	 
	 	19.3 	
      Waiver of Jury Trial. Each party hereto waives any
      right to a trial by jury of any dispute or issue arising under or in
      connection with this Agreement.




	20. 	
      Title and Headings. The titles and the headings of
      sections are not parts of this Agreement and shall not be deemed to affect
      the meaning or construction of any of its or their provisions.

	 	 
	21. 	
      Counterparts. This Agreement may be executed in
      several counterparts, each of which when executed and delivered is an
      original, but all of which together shall constitute one
  instrument.

	 	 
	22. 	
      Time Of the Essence. Time is of the essence for
      each provision of this Agreement.

	 	 
	23. 	
      Entire Agreement. This written Agreement
      represents the final agreement between the parties and may not be
      contradicted by evidence of prior, contemporaneous or subsequent oral
      agreements of the parties. This Agreement may only be amended, terminated,
      extended or otherwise modified by a writing signed by the party against
      which enforcement is sought. In no event shall any oral agreements,
      promises, actions, inactions, knowledge, course of conduct, course of
      dealings or the like be effective to amend, terminate, extend or otherwise
      modify this Agreement. This Agreement survives the execution and delivery
      of the Royalty Deed and does not merge into it. The parties agree that
      this Agreement is the definitive agreement referenced in that certain
      letter agreement dated March 6, 2009 to Producer from IRC (“Letter
      Agreement”). This Agreement supersedes the Letter Agreement from and
      after the date hereof.



[signatures on following page]

13




     IN WITNESS WHEREOF this Agreement
has been duly executed and delivered as of the date above first written.

	 	NORD RESOURCES CORPORATION, 
	 	a Delaware corporation 
	 	  	  
	 	  	  
	 	By: 	/s/
      John T. Perry 
	 	  	John T. Perry, President 
	 	  	  
	 	  	  
	 	  	  
	 	IRC NEVADA INC., 
	 	a Nevada corporation 
	 	  	  
	 	By: 	/s/
      Doug Silver 
	 	  	Doug Silver 
	 	  	President 




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