EXHIBIT 10.3

         [Certain  portions of this exhibit  have been omitted  pursuant to Rule
         24b-2 and are subject to a confidential  treatment  request.  Copies of
         this  exhibit  containing  the  omitted  information  have  been  filed
         separately  with the  Securities and Exchange  Commission.  The omitted
         portions of this document are marked with a ***.]

CONFIDENTIAL INFORMATION

                           MEMORANDUM OF UNDERSTANDING

This memorandum of Understanding (the  "Memorandum")  constitutes a statement of
the mutual understanding between the following parties:

ALTAIR  NANOMATERIALS,  INC.  having an office at 204 Edison Way, Reno, NV 89502
(hereinafter referred to as "Altair"); and

TITANIUM  METALS  CORPORATION  having  its office at 1999  Broadway-Suite  4300,
Denver, Colorado, 80202 USA (hereinafter) referred to as "TIMET").

The  parties  are   hereinafter   referred  to  singularly  as  a  "Party,"  and
collectively as the "Parties," as the context requires.

This  Memorandum  describes  certain  efforts to be undertaken by the parties in
exploring  the   possibility   of  their   collaboration   for  the  purpose  of
investigating  a mutually  beneficial  process for supplying the oxide feedstock
requirements for the FFC Cambridge  process.  TIMET and Altair intend to explore
and exploit  opportunities  for funding of development work that may be required
and  that  are  beneficial  to both  parties.  Neither  party  shall be bound or
restricted by any provision of this  Memorandum  with respect to the negotiation
of a further definitive agreement, nor shall either Party have any obligation to
enter into a definitive  agreement with respect to the matters described herein.
A binding  commitment  between  the  Parties  with  respect  to the  license  or
commercial  relationship  described in Section 3 below will result only from the
execution of one or more binding,  definitive agreements, and will be subject to
the conditions expressed therein, as well as the due diligence  investigation of
each Party,  the receipt of all necessary  governmental,  regulatory  and lender
approvals,   and   compliance   with  the  legal   requirements   of  applicable
jurisdictions.

TIMET has an award from the United States  Government  for the  development of a
US-based, low-cost,  environmentally-responsible  innovative titanium extraction
technology  and is developing  technology  based on the FFC  Cambridge  process.
Altair owns ore refining  technology that has the potential to provide the oxide
feedstocks at a level of purity and cost that will assist in the development and
implementation of the FFC Cambridge extraction technology.  TIMET wishes to test
oxide  feedstock  samples  manufactured  by Altair and Altair wishes to identify
opportunities for the exploitation of its ore refining technology.

For the  purposes of this  Memorandum,  the term  "titanium  extraction"  refers
specifically   to  the  technology  for  making   titanium  metal  from  ore  or
concentrate.

                                       4
<PAGE>

Based upon the foregoing, the Parties acknowledge and agree as follows:

(1)      Altair will provide to TIMET,  without charge,  a reasonable  supply of
         laboratory scale oxide feedstock samples intended to facilitate TIMET's
         development  and   implementation  of  the  FFC  Cambridge   extraction
         technology.  Upon TIMET's  reasonable  request and notice,  Altair will
         modify the material size and  composition of the samples to be provided
         to TIMET  pursuant to this  Memorandum.  TIMET may also  purchase  from
         Altair oxide feedstock samples if mutually agreed to by the Parties.

(2)      TIMET will  provide  to Altair  copies of all  research,  test data and
         related information obtained or developed or for TIMET or its agents in
         connection  with  evaluation  of oxide  feedstocks  provided by Altair.
         TIMET and Altair agree to explore and exploit opportunities for funding
         of  development  work that may be required and that are  beneficial  to
         both parties. Any proprietary and non-public  information  developed by
         TIMET  and  provided  to  Altair  shall  be  treated  as   confidential
         information  in accordance  with the  non-disclosure  agreement  signed
         April 21, 2003.

(3)      The term of this  Memorandum  shall continue  through October 15, 2004,
         unless  earlier  terminated  pursuant  to this  Section 3. On or before
         September  15,  2004,  TIMET shall  indicate to Altair if it desires to
         enter into negotiations with respect to a prospective license agreement
         or other  commercial  relationship  that  would,  among  other  things,
         provide  TIMET with  rights to operate or have  operated  Altair's  ore
         refining technology for the purposes or titanium metal extraction. Upon
         receipt of such notice,  Altair  shall  determine,  in its  discretion,
         whether to enter into  negotiations  with TIMET with  respect to such a
         license or other  commercial  relationship.  If TIMET  fails to deliver
         such notice before  September 15, 2004, this Memorandum shall terminate
         and  Altair  shall have no  further  obligation  to supply to TIMET the
         feedstock described in Section 1 above.

(4)      ***

(5)      As stated in the  preamble of this  Memorandum,  the parties  recognize
         that  they may be  unable  to agree on an  appropriate  license  fee or
         running  royalty  arrangement,  and neither  party is  obligated to the
         other in any form if the Parties do not agree on definitive terms.

(6)      The Parties  have signed a  non-disclosure  agreement on April 21, 2003
         that remains in full force and effect.  Notwithstanding  the foregoing,
         TIMET  acknowledges  and agrees  that  Altair  may,  upon the  Parties'
         execution of this Memorandum,  publicly  disclose the existence of this
         Memorandum.  Altair  will  provide  to  TIMET a draft  of any  proposed
         disclosure  relating to this Memorandum not less than five (5) business
         days prior to Altair's release of such information.

                                       5
<PAGE>

IN WITNESS WHEREOF, the undersigned have executed this Memorandum as of the date
written by their signature below.

SIGNED FOR ALTAIR NANOMATERIALS INC.


/s/ D.K. Ellsworth
     ---------------------------------------
Name: D.K. Ellsworth
Title:
      --------------------------------------
Dated as of: April 21, 2003


SIGNED FOR TITANIUM METALS CORPORATION


/s/ Stephen P. Fox
Name:/s/ Stephen P. Fox
     ---------------------------------------
Title:
      --------------------------------------
Dated as of: April 21, 2003