AMENDMENT TO AMENDED AND RESTATED CONVERTIBLE PROMISSORY NOTE

AMENDMENT TO AMENDED AND RESTATED CONVERTIBLE
PROMISSORY NOTE DATED FOR REFERENCE AUGUST 19, 2004

(the “Amended and Restated Convertible Note”)

Effective as of January 15, 2007, the Amended and Restated Convertible Note dated August 14, 2006, as amended by an amending agreement dated December 22, 2006, in the principal amount of Sixty-Six Thousand Dollars ($66,000), between Nord Resources Corporation (the “Company”) and Stephen D. Seymour (the “Holder”) shall be amended as follows:

Section 1 shall be deleted in its entirety and replaced with the following:

“1.           Maturity: Unless converted as provided in Section 2, this Note will automatically mature and be due and payable in cash upon the earlier of:

(a)           January 31, 2007; and

(b)           the closing date of

(i)           a registered equity offering and/or a debt project financing