in the event of a merger (a “Qualifying Merger”) of Nord with or into another person, entity or corporation, each obligation of Nord to either issue Nord common stock or to make a payment to each of the Coyote Springs Owners in the amounts and at the times set forth in the Coyote Springs Option Agreement will be satisfied by the payment to each of the Coyote Springs Owners of the greater of: (a) the cash amount payable at such time under the Coyote Springs Option Agreement, and (b) the value of the number of “Substitute Shares” as shall be equal to the number of shares of Nord common stock issuable at such time under the Coyote Springs Option Agreement multiplied by the “Conversion Ratio”;

the foregoing payment will be made, at the election of the “Successor,” either in cash or by the issuance of the number of Substitute Shares as so calculated;

in the event of a Qualifying Merger, each obligation of Nord to issue Nord Options to each of the Coyote Springs Owners in the amounts and at the times set forth in the Coyote Springs Option Agreement will be satisfied, at the option of the Successor, by either: (a) issuing to each of the Coyote Springs Owners such number of “Substitute Options” as shall be equal to the number of Nord Options issuable at such time under the Coyote Springs Option Agreement multiplied by the Conversion Ratio, and (b) paying to each of the Coyote Springs Owners a cash amount equal to the value of such Substitute Options (calculated as the difference between the per share exercise price of the Substitute Options and the per share closing price of the Substitute Shares underlying the options);

the exercise price of each Substitute Option will be 15% below the market price of the Substitute Shares on the date of issuance of the Substitute Options, or such other exercise price as may be required by any laws, rules, regulations or plans governing the terms of issuance of the Substitute Options;

“Conversion Ratio” means the ratio determined as follows: (i) the per share consideration received by the stockholders of Nord determined in accordance with a Merger Agreement, divided by (ii) the average of the closing price per share of the Substitute Shares on the primary trading market for such shares for the five trading days immediately preceding the date the Merger Agreement is signed;

“Merger Agreement” means a definitive agreement setting forth the terms and conditions of a Qualifying Merger;

“Related Entity” means any parent, ultimate parent, or subsidiary of the Successor and includes any business, corporation, partnership, limited liability company or other entity in which the Successor holds a greater than fifty percent ownership interest, directly or indirectly;

“Substitute Options” means options to purchase Substitute Shares at the exercise price calculated in accordance with the Amendment Agreement;

“Substitute Shares” means shares of common stock in the Successor or a Related Entity; provided that if the shares of common stock in any of the Successor or a Related Entity are publicly traded or quoted, the Substitute Shares shall be the publicly traded or quoted shares in such entity; and

“Successor” means the surviving or successor corporation upon completion of a Qualifying Merger.

in the event of a Qualifying Merger, each obligation of Nord to either issue Nord common stock or to make a payment to each of the Mimbres Owners in the amounts and at the times set forth in the Mimbres Option Agreement will be satisfied by the payment to each of the Coyote Springs Owners of the greater of: (a) the cash amount payable at such time under the Mimbres Option Agreement, and (b) the value of the number of “Substitute Shares” as shall be equal to the number of shares of Nord common stock issuable at such time under the Mimbres Option Agreement multiplied by the “Conversion Ratio”;

the foregoing payment will be made, at the election of the “Successor,” either in cash or by the issuance of the number of Substitute Shares as so calculated;

in the event of a Qualifying Merger, each obligation of Nord to issue Nord Options to each of the Mimbres Owners in the amounts and at the times set forth in the Mimbres Option Agreement will be satisfied, at the option of the Successor, by either: (a) issuing to each of the Mimbres Owners such number of “Substitute Options” as shall be equal to the number of Nord Options issuable at such time under the Mimbres Option Agreement multiplied by the Conversion Ratio, and (b) paying to each of the Mimbres Owners a cash amount equal to the value of such Substitute Options (calculated as the difference between the per share exercise price of the Substitute Options and the per share closing price of the Substitute Shares underlying the options);

the exercise price of each Substitute Option will be 15% below the market price of the Substitute Shares on the date of issuance of the Substitute Options, or such other exercise price as may be required by any laws, rules, regulations or plans governing the terms of issuance of the Substitute Options;

“Qualifying Merger,” “Conversion Ratio,” “Merger Agreement,” “Related Entity,” “Substitute Options,” “Substitute Shares,” and “Successor” have the same respective meanings which are described above in relation to the Amendment Agreement in respect of the Coyote Springs Option Agreement.

December 22, 2006, and

the closing date of

a registered equity offering and/or a debt project financing in which Nord raises not less than the aggregate amount of $25,000,000, or

a significant corporate transaction in which

any person, together with all affiliates and associates of such person, becomes the beneficial owner, directly or indirectly, of 51% or more of the outstanding shares of common stock of Nord, or

there is a sale, lease, exchange or other transfer (in one transaction or a series of transactions contemplated or arranged by any party as a single plan) of assets of Nord valued at

Nord is required to pay to Mr. Hirsch all of his accrued consulting fees for services provided by Mr. Hirsch to Nord between May 1, 2001 and October 19, 2003 (totaling $295,0000), and all of his accrued and unpaid salary (totaling $550,000 as of September 30, 2006), on the earlier of the closing date of: (a) a registered equity offering and/or a debt project financing in which we raise not less than the aggregate of $25,000,000; or (b) a “Significant Transaction,” which is defined to mean a significant transaction in which (i) any person, together with all affiliates and associates of such person, becomes the beneficial owner, directly or indirectly, of securities of Nord representing 51% or more of the common shares of Nord, or (ii) there is a sale, lease, exchange or other transfer (in one transaction or a series of transactions contemplated or arranged by any party as a single plan) of all or substantially all of the assets of Nord or of assets of Nord valued at $12,000,000 or greater.

In the event that Nord completes a registered equity offering and/or a debt project financing in which it raises not less than the aggregate of $25,000,000, Nord would be required to pay Mr. Hirsch’s accrued salary and accrued consulting fees as follows: (a) as to 50% in cash; and (b) as to 50% in fully-paid and non-assessable shares of common stock of Nord. The common stock will have a deemed issue price per share equal to 75% of the price at which one share of common stock is sold pursuant to the registered equity offering, or, if the funding is achieved in a financing transaction that does not include a registered equity offering, the average closing market price of Nord’s common stock for the 20 days immediately preceding the closing date of the financing transaction.

In the event of a Significant Transaction, Nord must pay the accrued salary and the accrued consulting fees in cash on the closing date of the Significant Transaction.

The foregoing provisions of the Amended and Restated Waiver Agreement And Amendment Of Employment will automatically terminate on February 15, 2007, and the accrued salary and accrued consulting fees will continue to be an amount payable by Nord to Mr. Hirsch on demand, if Nord has neither raised at least $25,000,000 in financing nor completed a Significant Transaction by that time; provided, however, that if Nord has entered into a letter of intent, a memorandum of understanding (whether binding or not) or an agreement with respect to a Significant Transaction no later than February 15, 2007, such provisions will continue in full force and effect unless and until the letter of intent, memorandum of understanding or agreement is terminated or otherwise lapses without the consummation of a Significant Transaction.

Mr. Hirsch’s base salary in his capacity as Chairman from February 15, 2006, to February 15, 2007 will continue to be $200,000 per annum and thereafter will be reduced $100,000 per annum.

Notwithstanding Mr. Hirsch’s retirement, resignation or termination for any reason other than for Cause (as defined in the Executive Employment Agreement) or as a result of a Significant Transaction in which any person, together with all affiliates and associates of such person, becomes the beneficial owner, directly or indirectly, of securities of Nord representing 51% or more of the common shares Nord, Nord shall continue to provide health insurance benefits to Mr. Hirsch until he reaches the age of 65.

If a Significant Transaction does not occur by February 15, 2007, Mr. Hirsch has the right, subject to the approval of Nord’s board of directors, to be appointed the President and Chief Executive Officer on the terms and subject to payment of an annual salary to be agreed between Nord and Mr. Hirsch; provided, however, that if Nord will have entered into a letter of intent, a memorandum of understanding (whether binding or not) or an agreement with respect to a Significant Transaction by February 15, 2007, then Mr. Hirsch’s right to be appointed as President and Chief Executive Officer will not vest unless and until such letter of intent, memorandum of understanding or agreement is terminated or otherwise lapses without the consummation of a Significant Transaction.

If Nord enters into an agreement with respect to a Significant Transaction in which any person, together with all affiliates and associates of such person, shall become the beneficial owner, directly or indirectly, of securities of Nord representing 51% or more of the common shares of Nord, Mr. Hirsch will voluntarily resign as Chairman or, if applicable, as the President and Chief Executive Officer, effective immediately prior to the completion of the Significant Transaction.

In the event that Mr. Hirsch ceases to be employed by Nord (other than by way of termination for Cause) in connection with the completion of a Significant Transaction other than one in which any person, together with all affiliates and associates of such person, becomes the beneficial owner, directly or indirectly, of securities of Nord representing 51% or more of the common shares of Nord, Nord shall provide to Mr.

Hirsch the payments and benefits set forth in the following sections of the Executive Employment Agreement, subject to execution and delivery by Mr. Hirsch to Nord of a mutual and general release of claims:

Section 7(g)(i)(A), which requires Nord to pay the Accrued Obligations (as defined in the Executive Employment Agreement) in a lump sum within sixty (60) days following termination of employment,

Section 7(g)(i)(B), which contemplates the payment to Mr. Hirsch of an amount equal to three times the Mr. Hirsch’s Base Salary (as defined in the Executive Employment Agreement), payable in a lump sum within sixty (60) days following termination of employment,

Section 7(g)(i)(C), which provides that if Nord elects continuation of coverage of medical and dental benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, Nord will pay 100% of such premiums for the first 18 months of coverage, and

Section 7(g)(i) (D), which contemplates payment of premiums necessary for continuation of any Supplemental Disability Policy (as defined in the Executive

Employment Agreement) or, at the election of Nord, a lump sum amount equal to the aggregate premiums to be paid thereon, in either case for a period of 18 months following the effective date of termination;

provided, however, that in lieu of the payments and benefits set forth in sections 7(g)(i)(C) and Section 7(g)(i)(D) of the Executive Employment Agreement, and in full payment and satisfaction Nord’s obligations to Mr. Hirsch in respect thereof, Nord may in its sole discretion elect to pay to Mr. Hirsch the sum of $9,000 in cash no later than the closing date of the Significant Transaction.

In the event of the completion of a Significant Transaction in which any person, together with all affiliates and associates of such person, becomes the beneficial owner, directly or indirectly, of securities of Nord representing 51% or more of the common shares of Nord, Mr. Hirsch will not be entitled to receive the compensation contemplated by Section 7(g)(i)(B) of the Executive Employment Agreement, but Mr. Hirsch will be entitled to receive the payments and benefits set out in the following sections of the Employment Agreement: Section 7(g)(i)(A), Section 7(g)(i)(C), and Section 7(g)(i) (D); provided, however, that in lieu of the payments and benefits set forth in sections 7(g)(i)(C) and Section 7(g)(i)(D) of the Executive Employment Agreement, and in full payment and satisfaction Nord’s obligations to Mr. Hirsch in respect thereof, Nord may in its sole discretion elect to pay to Mr. Hirsch the sum of $9,000 in cash no later than the closing date of the Significant Transaction.

An amendment to section 3(a) of the Executive Employment Agreement such that it now provides that Mr. Anderson shall serve as the President and Chief Executive Officer; provided, however, that Mr. Anderson will resign as President and Chief Executive Officer and assume the office of Chief Operating Officer in the event that Mr. Hirsch exercises the rights that he holds to be appointed at the President and Chief Executive Officer subject to the approval of the Board of Directors.

Nord is required to pay to Mr. Anderson all of his accrued and unpaid salary (totaling $367,833 as of September 30, 2006), on the earlier of the closing date of: (a) a registered equity offering and/or a debt project financing in which we raise not less than the aggregate of $25,000,000; or (b) a “Significant Transaction,” which is defined to mean a significant transaction in which (i) any person, together with all affiliates and associates of such person, becomes the beneficial owner, directly or indirectly, of securities of Nord representing 51% or more of the common shares of Nord, or (ii) there is a sale, lease, exchange or other transfer (in one transaction or a series of transactions contemplated or arranged by any party as a single plan) of all or substantially all of the assets of Nord or of assets of Nord valued at $12,000,000 or greater.

In the event that Nord completes a registered equity offering and/or a debt project financing in which it raises not less than the aggregate of $25,000,000, Nord would be required to pay Mr. Anderson’s accrued salary as follows: (a) as to 50% in cash; and (b) as to 50% in fully-paid and non-assessable shares of common stock of Nord. The common stock will have a deemed issue price per share equal to 75% of the price at which one share of common stock is sold pursuant to the registered equity offering, or, if the funding is achieved in a financing transaction that does not include a registered equity offering, the average closing market price of Nord’s common stock for the 20 days immediately preceding the closing date of the financing transaction.

In the event of a Significant Transaction, Nord must pay the accrued salary in cash on the closing date of the Significant Transaction.

The foregoing provisions of the Amended and Restated Waiver Agreement And Amendment Of Employment will automatically terminate on February 15, 2007, and the accrued salary will continue to be an amount payable by Nord to Mr. Anderson on demand, if Nord has neither raised at least $25,000,000 in financing nor completed a Significant Transaction by that time; provided, however, that if Nord has entered into a letter of intent, a memorandum of understanding (whether binding or not) or an agreement with respect to a Significant Transaction no later than February 15, 2007, such provisions will continue in full force and effect unless and until the letter of intent, memorandum of understanding or agreement is terminated or otherwise lapses without the consummation of a Significant Transaction.

If Nord enters into an agreement with respect to a Significant Transaction in which any person, together with all affiliates and associates of such person, shall become the beneficial owner, directly or indirectly, of securities of Nord representing 51% or more of the common shares of Nord, Mr. Anderson will voluntarily resign as the President and Chief Executive Officer, or, if applicable, as the Chief Operating Officer, effective immediately prior to the completion of the Significant Transaction.

In the event that Mr. Anderson ceases to be employed by Nord (other than by way of termination for Cause) in connection with the completion of a Significant Transaction other than one in which any person, together with all affiliates and associates of such

person, becomes the beneficial owner, directly or indirectly, of securities of Nord representing 51% or more of the common shares of Nord, Nord shall provide to the Executive the payments and benefits set forth in the following sections of the Executive Employment Agreement, subject to execution and delivery by Mr. Anderson to Nord of a mutual and general release of claims:

(a)

Section 7(g)(i)(A), which requires Nord to pay the Accrued Obligations (as defined in the Executive Employment Agreement) in a lump sum within sixty (60) days following termination of employment,

(b)

Section 7(g)(i)(B), which contemplates the payment to Mr. Anderson of an amount equal to three times the Mr. Anderson’s Base Salary (as defined in the Executive Employment Agreement), payable in a lump sum within sixty (60) days following termination of employment,

(c)

Section 7(g)(i)(C), which provides that if Nord elects continuation of coverage of medical and dental benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, Nord will pay 100% of such premiums for the first 18 months of coverage, and

(d)

Section 7(g)(i) (D), which contemplates payment of premiums necessary for continuation of any Supplemental Disability Policy (as defined in the Executive Employment Agreement) or, at the election of Nord, a lump sum amount equal to the aggregate premiums to be paid thereon, in either case for a period of 18 months following the effective date of termination.

In the event of the completion of a Significant Transaction in which any person, together with all affiliates and associates of such person, becomes the beneficial owner, directly or indirectly, of securities of Nord representing 51% or more of the common shares of Nord, Mr. Anderson will not be entitled to receive the compensation contemplated by Section 7(g)(i)(B) of the Executive Employment Agreement, but Mr. Anderson will be entitled to receive $150,000 and the payments and benefits set out in the following sections of the Employment Agreement: Section 7(g)(i)(A), Section 7(g)(i)(C), and Section 7(g)(i) (D); provided, however, that in lieu of the payments and benefits set forth in sections 7(g)(i)(C) and Section 7(g)(i)(D) of the Executive Employment Agreement, and in full payment and satisfaction Nord’s obligations to Mr. Anderson in respect thereof, Nord may in its sole discretion elect to pay to Mr. Anderson the sum of $24,000 in cash no later than the closing date of the Significant Transaction.

If Nord enters into an agreement with respect to a Significant Transaction in which any person, together with all affiliates and associates of such person, shall become the beneficial owner, directly or indirectly, of securities of Nord representing 51% or more of the common shares of Nord, Mr. Perry will voluntarily resign as Senior Vice President and Chief Financial Officer, effective immediately prior to the completion of the Significant Transaction.

“Significant Transaction” is defined to mean a significant transaction in which (i) any person, together with all affiliates and associates of such person, becomes the beneficial owner, directly or indirectly, of securities of Nord representing 51% or more of the common shares of Nord, or (ii) there is a sale, lease, exchange or other transfer (in one transaction or a series of transactions contemplated or arranged by any party as a single plan) of all or substantially all of the assets of Nord or of assets of Nord valued at $12,000,000 or greater.

In the event that Mr. Perry ceases to be employed by Nord (other than by way of termination for Cause) in connection with a Significant Transaction other than one in which any person, together with all affiliates and associates of such person, becomes the beneficial owner, directly or indirectly, of securities of Nord representing 51% or more of the common shares of Nord, Nord shall provide to the Executive the payments and benefits set forth in the following sections of the Executive Employment Agreement, subject to execution and delivery by Mr. Perry to Nord of a mutual and general release of claims:

Section 7(g)(i)(A), which requires Nord to pay the Accrued Obligations (as defined in the Executive Employment Agreement) in a lump sum within sixty (60) days following termination of employment,

Section 7(g)(i)(B), which contemplates the payment to Mr. Perry of an amount equal to three times the Mr. Perry’s Base Salary (as defined in the Executive Employment Agreement), payable in a lump sum within sixty (60) days following termination of employment,

Section 7(g)(i)(C), which provides that if Nord elects continuation of coverage of medical and dental benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, Nord will pay 100% of such premiums for the first 18 months of coverage, and

Section 7(g)(i) (D), which contemplates payment of premiums necessary for continuation of any Supplemental Disability Policy (as defined in the Executive Employment Agreement) or, at the election of Nord, a lump sum amount equal to the aggregate premiums to be paid thereon, in either case for a period of 18 months following the effective date of termination;

provided, however, that in lieu of the payments and benefits set forth in sections 7(g)(i)(C) and Section 7(g)(i)(D) of the Executive Employment Agreement, and in full payment and satisfaction Nord’s obligations to Mr. Perry in respect thereof, Nord may in its sole discretion elect to pay to Mr. Perry a lump sum in cash equal to the aggregate of the premiums that would have been payable during the 18 months following the closing date of the Significant Transaction on the assumption that the premiums would be assessed and charged during that period at the same respective rates in force on the date of such payment.

In the event of the completion of a Significant Transaction in which any person, together with all affiliates and associates of such person, becomes the beneficial owner, directly or indirectly, of securities of Nord representing 51% or more of the common shares of Nord, Mr. Perry will not be entitled to receive the compensation contemplated by Section 7(g)(i)(B) of the Executive Employment Agreement, but Mr. Perry will be entitled to receive $225,000 and the payments and benefits set out in the following sections of the Employment Agreement: Section 7(g)(i)(A), Section 7(g)(i)(C), and Section 7(g)(i) (D); provided, however, that in lieu of the payments and benefits set forth in sections 7(g)(i)(C) and Section 7(g)(i)(D) of the Executive Employment Agreement, and in full payment and satisfaction Nord’s obligations to Mr. Perry in respect thereof, Nord may in its sole discretion elect to pay to Mr. Perry a lump sum in cash equal to the aggregate of the premiums that would have been payable during the 18 months following the closing date of the Significant Transaction on the assumption that the premiums would be assessed and charged during that period at the same respective rates in force on the date of such payment.

Mr. Seymour, a director and significant stockholder of Nord, owns 320,000 shares of Nord common stock, as joint tenant with his wife, Sharon Seymour, which shares are represented by Stock Certificate number NU53516 (“NU53516”);

AST allegedly issued NU53516 to Mr. and Mrs. Seymour, but they never received the original certificate;

AST issued Stock Certificate number NU53515 (“NU51535” and, together with NU53516, the “Certificates”), representing 1,575,000 shares of Nord common stock that were purchased by the Trust in a private placement in December, 2000;

AST was instructed to issue NU53515 in the names of the Trustees on behalf of the Trust but erroneously issued the certificate to Stephen Seymour, Trustee of the Dan Seymour Trust No. 2;

Mr. Seymour and the Trust requested that AST issue the original NU53516 and reissue NU53515 in the proper name;

AST agreed to issue the Certificates, provided that Mr. Seymour and the Trust pay a bond fee of $44,772;

AST agreed to waive the bond fee, provided Nord indemnified AST from all liability that may result from the reissuance of the Certificates; and

Nord has agreed to indemnify AST from all liability resulting from reissuing the Certificates, provided that Mr. Seymour and the Trust indemnify Nord, and Nord’s officers, directors, employees and agents, for any liability that it may incur under its indemnification agreement with AST.

To elect Ronald A. Hirsch, Stephen D. Seymour, Wade D. Nesmith, Douglas P. Hamilton and John F. Cook to Nord’s board of directors;

To approve the grant of discretionary authority to Nord’s board of directors to amend Nord’s Amended Certificate of Incorporation to effect a reverse stock split of Nord’s issued and outstanding shares of common stock at a ratio within the range from one-for- two to one-for-six, at any time prior to Nord’s next annual meeting of stockholders;

To approve an amendment to Nord’s Amended Certificate of Incorporation to increase the number of authorized shares of common stock from 50,000,000 to 100,000,000;

To approve Nord’s 2006 Stock Incentive Plan;

To ratify the selection of Mayer Hoffman McCann P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2006.