AMENDMENT

                                  AMENDMENT

     Amendment ("Amendment") dated May 27, 1997 to letter agreement
("Original Letter Agreement") dated May 10, 1989, between NORD RESOURCES
CORPORATION, a Delaware Corporation (the "Company"), and XXXXX X. CRUFT
("Cruft").

     WHEREAS, pursuant to the Original Letter Agreement, the Company and Cruft 
agreed that in the event of a Change of Control (as defined in the Letter
Agreement), Cruft would be entitled to certain rights and benefits were his
employment by the Company terminated within two years thereafter, which
agreement had a term through December 31, 1993;

     WHEREAS, by agreements dated January 4, 1994 and December 6, 1995, the term
of the Original Letter Agreement was extended to December 31, 1997 (as so
extended, "Letter Agreement");

     WHEREAS, contemporaneously herewith, the Company and Cruft have agreed that
Cruft will no longer be President of the Company and its affiliate, NORD PACIFIC
LIMITED ("NPL"), and will continue to serve as Chairman of the Board of the
Company and NPL, in a non-executive officer capacity; and 

     WHEREAS, the Company desires to retain the benefits of Cruft's 
continuing his relationship with the Company as Chairman of both the Company 
and NPL on a part-time basis:



     NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of 
which is hereby acknowledged, it is agreed as follows:

     1.   If a Change of Control occurs at or prior to December 31, 1997, 
          Cruft's part-time employment by the Company shall be deemed to be
          "employment" by the Company for purposes of the Letter Agreement and
          termination of his part-time employment (voluntarily or involuntarily)
          shall be deemed to be "termination of employment" for such purposes
          (hereinafter referred to as "Termination"). 

     2.   In the event of a Termination, the compensation payable to Cruft upon
          Termination pursuant to Section 5(b) of the Letter Agreement shall be
          calculated as if the Termination occurred on the date hereof and
          shall, therefore, be based upon Cruft's compensation for the periods
          ended on the date hereof. 

     3.   The provisions of Section 8 of the Letter Agreement are hereby 
          terminated. 

     4.   Except as otherwise amended hereby, the provisions of the Letter 
          Agreement shall remain in full force and effect.

                                               NORD RESOURCES CORPORATION

                                               By:  /s/ X. XXXXXX XXXXXX
                                                  -----------------------------

                                               --------------------------------
                                               XXXXX X. CRUFT

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