For value received the undersigned NORD RESOURCES CORPORATION (the "Borrower" or the "Company"), a corporation incorporated under the laws of the State of Delaware with its principal executive offices located at 1 West Wetmore Rd., Suite 203, Tucson, AZ 85705, promises to pay to the order of John A & Mary Acerra, JTWROS (the "Lender" or the "Holder"), at 843 W. Royal Palms Drive, Gilbert, Az. 85233-6718 (or at such other place as the Lender may designate in writing) the principal sum of $28,626.17 (the "Loan"), together with interest thereon on the terms set out in this convertible promissory note (this "Promissory Note" or this "Note").

1.     The Lender shall advance the principal amount of $28,626.17 on the issue date (the "Issue Date") of this Promissory Note for the purposes of application by the Borrower of $28,626.17 to payment in full of the outstanding principal amount and accrued interest to the date hereof under that certain convertible promissory note issued by the Borrower to the Lender on July 30, 2012, in the principal amount of $25,000 and bearing interest at the rate of 15.0% per annum.

2.     The principal amount of the Loan or such amount thereof as shall remain outstanding from time to time shall bear interest from and after the Issue Date at a rate of 20.0% per annum both before and after each of the Due Date, maturity, default and judgment. Interest shall be calculated and payable on the Due Date (as defined below).

3.     The unpaid principal amount of the Loan and accrued interest shall be payable in full on the earlier of the closing of a financing transaction by the Company for gross proceeds in excess of $20,000,000 or July 18, 2014 (the "Due Date").

4.     The Borrower agrees that in the absence of manifest error, the books and records of the Lender shall constitute evidence of the outstanding principal amount of the Loan.

5.     If any payment obligation under this Note is not paid when due, the remaining unpaid principal balance and any accrued interest shall become due immediately at the option of the Lender.

6.     If any payment obligation under this Note is not paid when due, the Borrower promises to pay all costs of collection, including reasonable attorney fees, whether or not a lawsuit is commenced as part of the collection process.

7.     If any of the following events of default occur, this Note shall become due immediately, without demand or notice:

8.     If any one or more of the provisions of this Note are determined to be unenforceable, in whole or in part, for any reason, the remaining provisions shall remain fully operative.

9.     All references to currency in this Note refer to, and all payments of principal and interest on this Note shall be paid in, the legal currency of the United States. The Borrower waives presentment for payment, protest, and notice of protest and nonpayment of this Note.

10.     The unpaid principal and accrued interest outstanding under this Note (together, the "Loan Amount") shall be convertible, in whole and not in part, at the option of the Lender at any time prior to the Due Date by notice to the Company into shares of the Company's common stock (each a "Common Share") at the conversion price (the "Conversion Price") per Common Share equal to $0.02 per Common Share, subject to adjustment in accordance with this Note.

21.     The Conversion Price shall be subject to adjustment from time to time in the events and in the manner provided in section 22, as follows:

22.     The following rules and procedures are applicable to adjustments made pursuant to section 21:

23.     In any case where the application of the foregoing provisions results in a decrease of the Conversion Price taking effect immediately after the record date for a specific event, if the Loan Amount is converted after that record date and prior to completion of the event, the Company may postpone the issuance to the Holder of the Common Shares to which the Holder is entitled by reason of the decrease of the Conversion Price, but such Common Shares shall be so issued and delivered to the Holder upon completion of that event with the number of such Common Shares calculated on the basis of the Conversion Price on the exercise date adjusted for completion of that event. The Company shall deliver to the person or persons in whose name or names the Common Shares are to be issued an appropriate instrument evidencing his or their right to receive such Common Shares.

24.     Subject to any requirement for a longer notice period pursuant to applicable securities legislation or stock exchange policy, at least 10 business days prior to the effective date or record date, as the case may be, of any event referred to in sections 21 or 22, whether or not the event requires or might require an adjustment in the conversion rights pursuant hereto, if the Holder is not then an officer or director of the Company, the Company shall give notice to the Holder of the particulars of such event and, if determinable, any adjustment. Such notice need only set forth such particulars as shall have been determined at the date that notice is given.

25.     In case any adjustment for which a notice in section 24 has been given is not then determinable, the Company shall promptly after such adjustment is determinable give notice to the Holder of the adjustment.

26.     As used in this Note, the following terms, unless the context otherwise requires, shall have the following meanings:

27.     Any notice required or permitted to be given hereunder shall be given by facsimile transmission or by personal delivery to the party for whom it is intended, addressed as follows:

28.     Any notice given pursuant to section 27 shall be deemed to have been given and received on the date of delivery or, in the case of a facsimile transmission, at the time indicated on the transmission report. The Company or the Holder may, from time to time, notify the other in writing of a change of address which thereafter, until changed by like notice, shall be the address of the Company or the Holder, as the case may be, for all purposes of this Note.

29.     No renewal or extension of this Note, delay in enforcing any right of the Lender under this Note, or assignment by Lender of this Note shall affect the liability or the obligations of the Borrower. All rights of the Lender under this Note are cumulative and may be exercised concurrently or consecutively at the Lender's option.

This Note shall be construed in accordance with the laws of the State of Arizona.

Signed as of the Issue Date first written above.

Borrower:

NORD RESOURCES CORPORATION.
1 West Wetmore Rd., Suite 203
Tucson, Arizona 85705

By:      /s/ Wayne Morrison___________
WAYNE MORRISON
President and Chief Executive Officer

TO:     NORD RESOURCES CORPORATION (the "Corporation")

1.     The undersigned registered holder of the within Note hereby irrevocably elects to convert the said Note into Common Shares of the Corporation in accordance with the terms of the Note.

2.     The Common Shares are to be registered as follows:

3.     Certificates representing the Common Shares are to be sent by courier to:

Note: In the absence of instructions to the contrary, the securities will be issued in the name of or to the Holder and will be sent by first class mail to the last address of the Holder appearing in the records maintained by the Corporation.

4.     The undersigned represents, warrants and certifies as follows (one of the following must be checked):

(a) [ ]      the undersigned holder is the original holder of the Note, and, to the undersigned's knowledge, no commission or other remuneration has been paid or given, directly or indirectly, for soliciting, such conversion;

(b) [ ]      the undersigned holder is resident in the United States or is a U.S. person who is a resident of the jurisdiction referred to in the address appearing above, and is an "accredited investor" (as such term is defined in Rule 501(a) of Regulation D under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), and has completed the U.S. Accredited Investor Status Certificate in the form attached to this Conversion Form;

(c) [ ]      the undersigned holder at the time of conversion of the Note is not in the United States, is not a "U.S. person" as defined in Regulation S under U.S. Securities Act, and is not converting the Note on behalf of, or for the account or benefit of a U.S. person or a person in the United States and did not execute or deliver this Conversion Form in the United States; or

(d) [ ]      if the undersigned holder is resident in the United States or is a U.S. person, the undersigned holder has delivered to the Corporation and the Corporation's transfer agent an opinion of counsel (which will not be sufficient unless it is in form and substance satisfactory to the Corporation) or such other evidence satisfactory to the Corporation to the effect that with respect to the securities to be delivered upon conversion of the Note, the issuance of such securities has been registered under the U.S. Securities Act and applicable state securities laws or an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws is available.

"United States" and "U.S. person" are as defined in Regulation S under the U.S. Securities Act.

Note: Certificates representing Common Shares will not be registered or delivered to an address in the United States unless Box 4(a), 4(b) or 4(d) above is checked.

5.     If the undersigned has indicated that the undersigned is a U.S. Accredited Investor by marking alternative 4(a) or 4(b) above, the undersigned represents and warrants to the Corporation that:

(a)     the undersigned has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Common Shares, and the undersigned is able to bear the economic risk of loss of his or her entire investment;

(b)     the undersigned is: (i) acquiring the Common Shares for his or her own account or for the account of one or more U.S. Accredited Investors with respect to which the undersigned is exercising sole investment discretion, and not on behalf of any other person; (ii) is purchasing the Common Shares for investment purposes only and not with a view to resale, distribution or other disposition in violation of United States federal or state securities laws; and (iii) in the case of the acquisition by the undersigned of the Common Shares as agent or trustee for any other person or persons (each a "Beneficial Owner"), the undersigned holder has due and proper authority to act as agent or trustee for and on behalf of each such Beneficial Owner in connection with the transactions contemplated hereby; provided that: (x) if the undersigned holder, or any Beneficial Owner, is a corporation or a partnership, syndicate, trust or other form of unincorporated organization, the undersigned holder or each such Beneficial Owner was not incorporated or created solely, nor is it being used primarily to permit purchases without a prospectus or registration statement under applicable law; and (y) each Beneficial Owner, if any, is a U.S. Accredited Investor; and

(c)     the undersigned has not converted the Note 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.

.     The undersigned also acknowledges and agrees that:

(a)     if the undersigned decides to offer, sell or otherwise transfer any of the Common Shares, the undersigned must not, and will not, offer, sell or otherwise transfer any of such securities directly or indirectly, unless:

(b)     the Common Shares are "restricted securities" under applicable federal securities laws and that the U.S. Securities Act and the rules of the United States Securities and Exchange Commission provide in substance that the undersigned may dispose of the securities only pursuant to an effective registration statement under the U.S. Securities Act or an exemption therefrom;

(c)     the Corporation has no obligation to register any of the Common Shares or to take action so as to permit sales pursuant to the U.S. Securities Act (including Rule 144 thereunder);

(d)     the Corporation may make a notation on its records or giving instructions to any transfer agent of the Corporation in order to implement the restrictions on transfer set forth and described in this Conversion Form;

(e)     upon the issuance thereof, and until such time as the same is no longer required under the applicable requirements of the U.S. Securities Act or applicable U.S. state laws and regulations, the certificates representing the Common Shares, and all securities issued in exchange therefor or in substitution thereof, will bear a legend in substantially the following form:

DATED the __________ day of ________________, 20___.

Instructions:

1.     The registered Holder may exercise its right to receive Common Shares by completing this form and surrendering this form and the Note to the Corporation at its principal office at Suite 203, 1 West Wetmore Road, Tucson, Arizona 85705, Attention: President and Chief Executive Officer, and such other documents as the Corporation may reasonably require.

2.     If Box 4(c) is checked, any opinion tendered must be from counsel of recognized standing in form and substance reasonably satisfactory to the Corporation. Holders planning to deliver an opinion of counsel in connection with the conversion of the Note should contact the Corporation in advance to determine whether any opinion tendered will be acceptable to the Corporation.

In connection with the conversion of a Note of NORD RESOURCES CORPORATION (the "Corporation") by the holder, the holder hereby represents and warrants to the Corporation that the holder, and each beneficial owner (each a "Beneficial Owner"), if any, on whose behalf the holder is exercising such warrants, satisfies one or more of the following categories of Accredited Investor (please write "H" for the undersigned holder, and "B/O" for each beneficial owner, if any, on each line that applies):