Filed by Automated Filing Services Inc. (604) 609-0244 - Nord Resources Corporation - Exhibit 4.35






AGREEMENT AMENDING 
REVOLVING LINE OF CREDIT

THIS AGREEMENT is made effective August 14, 2006.

AMONG:

NORD RESOURCES CORPORATION, a
Delaware corporation, with an office at 1 West Wetmore Road, Suite 203, Tucson,
Arizona, 85705

(“Nord”)

AND:

RONALD HIRSCH, an adult
individual residing in the county of Orange, State of California

(“Hirsch”)

AND:

STEPHEN SEYMOUR, an adult
individual residing in the county of Baltimore, State of Maryland

(“Seymour”)

WHEREAS: 

(A) On June 21, 2005, Nord entered into a $600,000 revolving
line of credit agreement (the “Credit Agreement”) and Secured Promissory
Note (the “Note” and together with the Credit Agreement, the
“Revolver”) with Hirsch and Seymour, that was amended on November 8, 2005
and May 5, 2006;

(B) Nord, Hirsch and Seymour wish to amend the terms of the
Revolver as described in this Agreement; and

(C) Capitalized terms not otherwise herein defined shall have
the meaning ascribed to them in the Revolver.

THIS AGREEMENT WITNESSES that in consideration of the
premises and of the sum of $10 and other good and valuable consideration now
paid by each of the parties to the others (the receipt and sufficiency of which
are hereby acknowledged by the parties), the parties covenant and agree
that;




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Revolving Line of Credit

1. The Maturity Date is September 30, 2006, provided that if
the maturity date of Nord’s $4,900,000 loan facility with Nedbank is extended,
Nord, Hirsch and Seymour will negotiate a further amendment to this section in
good faith. All outstanding amounts owing under the Revolver will be paid in
cash on the Maturity Date of the Revolver, as so extended.

2. To delete Section 4 of the Credit Agreement in its entirety
and replace it with the following:

“4. SHARES AND WARRANTS. In
consideration of Lender’s extending the Credit Line to Borrower, Borrower agrees
to issue to Lender four shares of fully paid and non-assessable common stock in
the capital of the Borrower (the “Shares”) and four warrants (each a
“Warrant”) for every One Dollar ($1.00) loaned to Borrower in Advances.
Each Warrant shall enable the Lender to purchase one share of common stock in
the capital of the Borrower (each a “Warrant Share”) for an exercise
price of twenty-five cents ($0.25) for three (3) years. The Shares and Warrants
owed to Lender for any particular Advance shall be issued in the names of Hirsch
and/or Seymour, in accordance with Lender’s instructions, within ten (10) days
of the Advance. Lender agrees that the Shares, Warrants and Warrant Shares shall
be “restricted securities” as defined by the Rule 144 under the Securities
Act of 1933, as amended (the “Securities Act”). However, Borrower
agrees that if at any time from the date hereof until the earliest to occur of
(A) the date as of which all the Shares and Warrant Shares (collectively, the
“Registrable Shares”) may be sold by Lender without regard to the volume
limitations set forth in Rule 144(e) under the Securities Act, and (B) such date
as of which all the Registrable Shares held by Lender have been sold, and there
is not an effective registration statement covering all of the Registrable
Shares, Borrower shall determine to prepare and file with the United States
Securities and Exchange Commission a registration statement relating to an
offering for its own account or the account of others under the Securities Act,
of any of its equity securities (other than on Form S-4 or Form S-8 under the
Securities Act, or their then equivalents, relating to equity securities to be
issued solely in connection with any acquisition of any entity or business, or
equity securities issuable in connection with stock incentive or other employee
benefit plans), then Borrower shall send to each Lender written notice of such
determination and, if within fifteen days after receipt of such notice, a Lender
shall so request in writing, Borrower shall include in such registration
statement all or any part of the Registrable Shares the Lender requests to be
registered; provided that the Borrower shall not be required to register any
Registrable Shares pursuant to this Section that are eligible for resale
pursuant to Rule 144(k) promulgated under the Securities Act”;

Representations, Warranties and Acknowledgements of Seymour
and Hirsch

3. Each of Seymour and Hirsch (each, an “Offeree”)
severally represents and warrants to Nord as follows, and acknowledges that Nord
is relying upon such covenants, representations 




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and warranties in connection with the offer of shares of common
stock in the capital of Nord (the “Shares”) to Seymour and Hirsch
contemplated by this Agreement:

(a) The Offeree has such knowledge and
experience in finance, securities, investments, including investment in
non-listed and non registered securities, and other business matters so as to be
able to evaluate the merits and risks of an investment in Nord’s common stock
and to otherwise protect its interests in connection with the transactions
contemplated hereby;

(b) Nord has provided to Offeree the
opportunity to ask questions and receive answers concerning the terms and
conditions of the offering, and the Offeree has had access to such information
concerning Nord as the Offeree has considered necessary or appropriate in
connection with its investment decision to accept the Shares pursuant to the
transactions contemplated hereby;

(c) The Offeree will be acquiring the
Shares for his own account, for investment purposes only and not with a view to
any resale, distribution or other disposition of the Shares in violation of the
United States securities laws;

(d) The Offeree will not be acquiring
the Shares as a result of any form of general solicitation or general
advertising, including advertisements, articles, notices or other communications
published in any newspaper, magazine or similar media or broadcast over radio,
television or other form of telecommunications, or any seminar or meeting whose
attendees have been invited by general solicitation or general advertising;
and

(e) The Offeree is an “accredited
investor” as defined in Rule 501(a) of Regulation D under the Securities Act, by
virtue of qualifying as one of more of the following categories of persons:

(i) a natural person whose individual
net worth, or joint net worth with that person’s spouse, at the date hereof
exceeds US $1,000,000;

(ii) a natural person who had an
individual income in excess of US $200,000 in each of the two most recent years
or joint income with that person’s spouse in excess of US $300,000 in each of
those years and has a reasonable expectation of reaching the same income level
in the current year; or

(iii) a director or executive officer
of Nord.

4. Each Offeree severally acknowledges and agrees as
follows:

(a) The Shares have not been and will
not be registered under the Securities Act or the securities laws of any state
of the United States and that the sale contemplated hereby is being made in
reliance on an exemption from such registration requirements;

(b) The Shares are “restricted
securities” under applicable federal securities laws, and that the Securities
Act and the rules of the United States Securities and Exchange Commission
provide in substance that the Offeree may dispose of the Shares only 




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pursuant to an effective registration
statement under the Securities Act or an exemption therefrom;

(c) All certificates representing the
Shares will be endorsed with the following legend in accordance with the
Securities Act or such similar legend as deemed advisable by the lawyers for
Nord to ensure compliance with the Securities Act:

“THE SECURITIES REPRESENTED BY THIS
CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE
"SECURITIES ACT"), AND HAVE BEEN OFFERED AND SOLD IN RELIANCE UPON EXEMPTIONS
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. SUCH SECURITIES MAY
NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED UNLESS THEY ARE
REGISTERED UNDER THE APPLICABLE PROVISIONS OF THE SECURITIES ACT OR PURSUANT TO
AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT.”

(d) If the Offeree decides to offer,
sell or otherwise transfer any of the Shares, it will not offer, sell or
otherwise transfer any of such shares directly or indirectly, unless:

(i) the sale is to Nord;

(ii) the sale is made outside the
United States in a transaction meeting the requirements of Rule 904 of
Regulation S under the Securities Act and in compliance with applicable local
laws and regulations;

(iii) the sale is made pursuant to the
exemption from the registration requirements under the Securities Act provided
by Rule 144 thereunder and in accordance with any applicable state securities or
“blue sky” laws; or

(iv) the Shares are sold in a
transaction that does not require registration under the Securities Act or any
applicable state laws and regulations governing the offer and sale of
securities,

and, in the case of (iii) and (iv), it
has prior to such sale furnished to Nord an opinion of counsel reasonably
satisfactory to Nord; and

(e) As a precondition to the issuance
of any Shares, the Offeree will be required to confirm in writing that the
Offeree’s representations and warranties contained in Section 3 of this
Agreement shall continue to be true and correct in all material respects at the
time of such issuance.

Notice

5. Any notice, waiver or other document (each a
“Notice”) required or permitted to be given pursuant to this Agreement
will be deemed to be well and sufficiently given if in writing and delivered by
hand or transmitted by facsimile as follows:




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	 	(a) 	
      if to Nord, at:

	 	 	 
	 		1 West Wetmore Road, Suite 203
	 		
      Tucson, Arizona, 85705 
Fax: (520) 292-0268 
Attn:
      John Perry

	 	 	 
	 	(b) 	
      if to Hirsch, at:

	 	 	 
	 		668 N. Coast Hwy. #171
	 		
      Laguna Beach, CA 92561 
Fax: (949) 715-6746

	 	 	 
	 	(c) 	
      if to Seymour, c/o:

	 	 	 
	 		
      Rockland Investments Inc.
2201 Old Court Road,
      
Baltimore, MD 21208 
Fax: (410) 369-6601

	 	 	 
	 	(d) 	
      if to TMD Acquisition, at:

	 	 	 
	 		668 N. Coast Hwy. #171
	 		
      Laguna Beach, CA 92561 
Fax: (949) 715-6746
      
Attention: Ronald Hirsch



or at such other address or facsimile number as the party to
whom the Notice is to be given shall have last notified the party giving the
same in the manner provided in this paragraph. A Notice given or sent as
aforesaid will be deemed conclusively to have been effectively given and
received on the day it is hand delivered or transmitted by facsimile if it is
delivered or transmitted before 4:00 p.m. on a day that is not a Saturday,
Sunday or statutory holiday in the State of Arizona (a “Business Day”) or
on the next day that is a Business Day in any other case.

Amendment

6. Except as amended hereby, the Revolver continues in full
force and effect as of the date hereof.

Entire Agreement

7. This Agreement constitutes the entire agreement between the
parties, and supersedes every previous agreement, communication, expectation,
negotiation, representation or understanding, whether oral or written, express
or implied, statutory or otherwise between the parties, with respect to the
subject matter of this Agreement. Nothing in this Section 6 will limit or
restrict the effectiveness and validity of any document with respect to the
subject matter of this Agreement that is executed and delivered
contemporaneously with or pursuant to this Agreement.




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Counterparts

8. This Agreement may be executed in any number of
counterparts, in original form or by facsimile, each of which will together, for
all purposes, constitute one and the same instrument, binding on the parties,
and each of which will together be deemed to be an original, notwithstanding
that each party is not a signatory to the same counterpart.

IN WITNESS WHEREOF this Agreement has been executed by
the parties effective as of the day and year first above written.

NORD RESOURCES CORPORATION

	Per: 	/s/ John
      Perry                                                 
      
	  	John Perry 
	  	Senior Vice President, Secretary, Treasurer and
    
	  	Chief Financial Officer 


/s/ Ronald
Hirsch                                               
RONALD
HIRSCH

/s/ Stephen
Seymour                                         
STEPHEN
SEYMOUR