Filed by Automated Filing Services Inc. (604) 609-0244 - Nord Resources Corporation - Exhibit 4.2






WHEN RECORDED, RETURN TO:

Fennemore Craig, P.C. 
3003 North Central Avenue 
Suite
2600 
Phoenix, Arizona 85012 
Attn: Sarah A. Strunk, Esq.

FIRST AMENDMENT TO DEED OF TRUST, ASSIGNMENT OF RENTS,

SECURITY AGREEMENT AND FIXTURE FILING

          THIS
  FIRST AMENDMENT TO DEED OF TRUST, ASSIGNMENT OF RENTS, SECURITY AGREEMENT AND
  FIXTURE FILING (hereinafter called “Amendment”) is made and entered
  into to be effective as of the 31st day of May, 2006, by and among
  NORD RESOURCES CORPORATION, a Delaware corporation and the successor by merger
  to Nord Copper Corporation, whose mailing address is P.O. Box 384, Dragoon,
  AZ 85609, hereinafter called “Trustor,” FIRST AMERICAN TITLE INSURANCE
  COMPANY, whose mailing address is 2398 E. Camelback Road, Suite 1060, Phoenix,
  Arizona 85016, attention Peggy Barber, hereinafter called “Trustee,”
  and NEDBANK LIMITED, a limited liability company organized under the laws of
  the Republic of South Africa, whose mailing address is 1st Floor,
  Old Mutual Place, 2 Lambeth Hill, London EC4V 4GG, Attn: Kevin Ryder (“Beneficiary”).

R E C I T A L S:

          A.
  Trustor executed and delivered to Beneficiary that certain Deed of Trust, Assignment
  of Rents, Security Agreement and Fixture Filing dated November 8, 2005 (the
  “Deed of Trust”), which was recorded on November 10, 2005, as Instrument
  No. 051143601 in the Official Records of Cochise County, Arizona.

          B.
  The Deed of Trust constitutes a part of the security and collateral for a loan
  (the “Loan”) in the original principal amount of Three Million Nine
  Hundred Thousand and 00/100 Dollars ($3,900,000.00) to Trustor evidenced by
  that certain Secured Promissory Note dated November 8, 2005, as amended (the
  “Note”).

          C.
  Concurrently with the execution of this Amendment, Trustor is executing an Amended
  and Restated Secured Promissory Note that, among other things, changes the maturity
  date in the Note and increases the amount of the Loan to Four Million Nine Hundred
  Thousand and 00/100 Dollars ($4,900,000.00) (the “Amended and Restated
  Note”).

          D.
  Trustor and Beneficiary desire to execute this Amendment to evidence the increase
  in the Loan and confirm that the security interest granted in the Deed of Trust
  continues with respect to the Loan, as reflected in the Amended and Restated
  Note.

          NOW,
  THEREFORE, in consideration of the foregoing Recitals and for other good and
  valuable consideration, the receipt and sufficiency of which are hereby acknowledged
  by the parties hereto, Trustor and Beneficiary do hereby amend the Deed of Trust
  and covenant and agree as follows:




                    1.
  Incorporation of Recitals. The foregoing Recitals are hereby incorporated
  herein and made a part hereof the same as if set forth in full in this paragraph.
  In the event of any conflict between the terms of this Amendment and the Deed
  of Trust, the terms of this Amendment shall govern and control.

                    2.
  Security. The parties agree that the Deed of Trust shall continue to
  secure the repayment of the obligations described therein, as it is amended
  as contemplated in this Amendment.

                    3.
  Miscellaneous. This Amendment shall be governed by and construed according
  to the laws of the State of Arizona. This Amendment shall be binding upon and
  shall inure to the benefit of the parties hereto and their respective heirs,
  personal representatives, successors and assigns. This Amendment may be executed
  in any number of counterparts, all of which taken together shall constitute
  one and the same instrument, and any of the parties may execute this Amendment
  by signing any counterpart hereof.

[SIGNATURES ON FOLLOWING PAGE]

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          IN
  WITNESS WHEREOF, this Amendment has been executed and delivered by the parties
  hereto effective as of the date first above written.

TRUSTOR:

NORD RESOURCES CORPORATION, a Delaware corporation and the
successor by merger to NORD COPPER CORPORATION

	By: 	/s/ John T. Perry 	 
	Name: 	John Perry
    	 
	Title: 	Sr VP
      CFO 	 


BENEFICIARY:

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

	By: 	/s/
      Terry Rust 	/s/
      Stuart Orton	 
	Name: 	Terry
      Rust	Stuart
      Orton	 
	Title: 	Head
      of Forfaiting	Manager
      - Forfaiting	 


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	STATE OF ARIZONA 	) 
	  	) ss. 
	County of Pima 	) 


The foregoing instrument was acknowledged before me this day of
May 25, 2006 by John Perry the CFO of NORD RESOURCES CORPORATION,
a Delaware corporation and the successor by merger to NORD COPPER CORPORATION,
on behalf of the corporation.

          IN
  WITNESS WHEREOF, I hereunto set my hand and official seal.

	 	/s/Wendy Jameson 	 
	 	Notary Public 	 


My commission expires:

	November 27, 2009 	  
	  	  
	STATE OF __________________________	) 
	  	) ss. 
	County of _____________	) 



  

    The foregoing instrument was acknowledged before me this nineteenth day of
    May by TERRY RUST and STUART ORTON, together duly authorized signatories of
    NEDBANK LIMITED, a limited liability company organized under the laws of the
    Republic of South Africa, on behalf of the company.

    

    

              IN WITNESS WHEREOF,
    I hereunto set my hand and official seal. 

  /s/ Iain Alexander Rogers

    IAIN ALEXANDER ROGERS

    Notary Public

    London – England

    (My Commission Expires With Life)

  



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