Lease - Lab 1


    Exhibit
      10.13

                                                                               


    
      
        	
                 

              	 	
                 

              


      

       

      CLIENT
        LEASE

      [20%
        RENT SUBSIDY]

       

        
          

        

      

       

      THIS
        LEASE, is made and entered into this 1st
        Day
        of
        August, 2006, by and between FLAGSHIP ENTERPRISE CENTER, INC., an Indiana
        not-for-profit corporation Altairnano Technologies, Inc., a Nevada Corporation,
        and Tenant an Indiana Limited Liability Corporation (hereinafter called
        "Tenant").

       

      Witnesseth
        That:

       

      Article
        I.

      Leased
        Premises. 

       

      Section
        1.01. Lease
        and Description of Premises. Landlord,
        for and in consideration of the rent, covenants, agreements and conditions
        stated herein, does hereby lease to Tenant and Tenant does hereby lease from
        Landlord the following described premises (hereinafter referred to as the
        "Leased Premises") situated in the Flagship
        Enterprise Center Building located at 2701 Enterprise Drive, Flagship Business
        Park,
        Anderson, Indiana 46013 (hereinafter referred to as "Building") and including
        all that
        certain space, which is on the second floor of the Flagship Enterprise Center
        Building
        which is designated Lab #1 consisting of 1200 square feet of space as shown
        in
        Exhibit "A." Because of the special nature of Landlord's building, Landlord
        has
        the option,
        in its sole discretion, to require Tenant to move to comparable space in
        the
        Building during the term of this Lease.

       

      Section
        1.02. Additional
        Consideration to Tenant/Use of Equipment and Shared Services. As
        additional consideration of Tenant's payment of rent as herein below provided,
        Landlord shall provide Tenant with the following equipment and/or
        services:

       

      
        
          
          

        

        
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                  (a)

                	
                   

                  Central
                    Office Services. Landlord
                    shall provide a staffed reception area, access to common areas,
                    including
                    scheduled access to conference rooms; access to shared restrooms,
                    exercise
                    room and kitchen facilities; a centralized mail area, including
                    a mailbox
                    for Tenant; access to centralized
                    copying and faxing facilities and equipment; Landlord's standard
                    centralized computer systems and services, including internet
access;
                    and security and janitorial services. Tenant is responsible for
                    the
                    cost
                    of any additional office services required by Tenant. Optional
                    services
                    includes
                    a $20.00 fee per data jack used to access broadband and $2.50
per
                    month fee over 36 months for access to VOIP Power over Ethernet.
                    In
                    the
                    event that Tenant desires to replace or upgrade Landlord's standard
                    computer systems or services, Tenant must obtain Landlord's prior
                    written
                    approval.
                    Tenant shall pay all costs and fees incurred in connection with
                    any
                    replacement or upgrade of Landlord's standard computer systems
                    or
                    services.

                


        

      

      
        
          	
                   

                  (b)

                	
                   

                  Telephone
                    Infrastructure Services. The
                    Landlord will assist in arranging Tenant
                    with local calling area telephone service, telecommunication
                    lines
                    and
                    telephone and computer network jacks. Tenant is responsible for
                    the
                    cost
                    of these lines and any other expenses associated with its telephone
                    service
                    and equipment, including but not limited to charges associated
                    with
                    the installation of additional telephone lines, additional bandwidth
                    requirements,
                    long distance charges, and all other expenses. In the event that
                    Tenant desires to replace or upgrade telephone equipment or service,
                    Tenant
                    must obtain Landlord's prior written approval. Tenant shall pay
                    all
                    costs
                    and fees incurred in connection with such replacement or upgrade.
                    Landlord
                    shall provide Tenant with monthly invoices reflecting any such
                    additional
                    telephone systems and services charges and Tenant shall pay Landlord
                    for such charges within fifteen (15) days of receipt of each
invoice.

                
	
                   

                  (c)

                	
                   

                  Parking.
                    Landlord
                    shall provide Tenant with access to parking facilities, which
                    shall be
                    subject to availability and Landlord's parking facilities policies.
                    Handicapped parking is made available for those tenant/visitors
                    with
                    a handicap parking pass only, all others may be towed or
                    ticketed.

                


        

      

       

      Section
        1.03. Examination
        and Inspection of Leased Premises/Renovation Expenses.
        Tenant
        acknowledges that it has had the opportunity to examine and inspect and
        has
        examined and inspected the Leased Premises. Tenant accepts the Leased Premises
        in their current "as is" condition, subject to the responsibility of the
        Landlord to effect repairs and maintenance as below provided.

       

      As
        per
        the negotiations heretofore completed between the parties, Landlord, prior
        to
        the inception of this Lease, has renovated and improved the Leased Premises.
        As
        to such
        renovations and improvements, Landlord has paid or will pay the total cost
        of
        such renovations and improvements.


      
        
          
          

        

        
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      Article
        II. 

      Lease
        Term.

       

      Section
        2.01. Initial
        Lease Term. Unless
        sooner terminated under the provisions hereof,
        the term of this Lease shall be for a period of three (3) years (the "Initial
        Term"), commencing on the 1st
        day
        of
        August, 2006 (hereinafter referred to as the "Commencement Date") and ending
        on
        the 31st,
        day of
        July, 2009.

       

      Section
        2.02. Lease
        Renewal. This
        Lease may be renewed for subsequent terms
        of
        one (1) year (each a "Renewal Term") on such terms as are mutually agreed
        to
by
        the
        parties. Provided, however, the rent to be charged by Landlord during certain
        specified
        Renewal Terms shall be no greater than as set forth in paragraph 3.02 below.
        The
        term of this Lease, including the Initial Term and any Renewal Term(s), is
        referred to
        in
        this Lease as the "Term."

       

      Section
        2.03. Provisions
        for Negotiation of Renewal. The
        parties shall commence
        negotiations for a Renewal Term no sooner than ninety (90) days before the
        expiration
        of the existing Term and such negotiations shall be completed no later than
        thirty
        (30) days before the expiration of the existing Term.

       

      Section
        2.04. Holding
        Over. In
        the
        event Tenant remains in possession of the Leased
        Premises after the expiration of the Initial Term and/or expiration of a
        renewal
term,
        without the execution of a lease extension agreement or exercise of a renewal
        option,
        Tenant shall be deemed to be occupying the Leased Premises as a tenant from
        month to month and all terms of the Lease shall continue unabated, excepting
        for
        the length
        of
        term as herein specified. Such month to month tenancy may at any time be
        terminated by either party upon thirty (30) days written notice given to
        the
        other party.

       

      Article
        III. 

      Rental
        Payments.

       

      Section
        3.01. Subsidized
        Rent. Based
        upon negotiations between the parties, Tenant
        shall pay, as rent, to Landlord, a sum equal to eighty percent (80%) of the
        stipulated
        fair market rent of the Leased Premises as set forth in Exhibit "B" ("Subsidized
        Rent"). Such Subsidized Rent shall be increased from each successive
annual
        anniversary date of the lease as shown in Exhibit "B.

       

      Section
        3.02. Rent
        During Renewal Terms. The
        rental payments for any Renewal
        Term shall be in the monetary sum mutually agreed to by the parties prior
        to
the
        commencement of the Renewal Term. It is understood, however, that should
        the
parties
        agree to extend the Lease Agreement by one (1) or more Renewal Terms, the
        rent
        shall be fixed for specified Renewal Terms in amounts no greater than the
        sums
        recited in the Rent Schedule, attached hereto as Exhibit "B."


      
        
          
          

        

        
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      Section
        3.03. Obligation
        of Tenant to Relocate in Madison County, Indiana/Provision
        for Reimbursement of Subsidy to Landlord. Tenant
        agrees that, following termination or expiration of this Lease for any reason
        (other than any termination by Landlord during the Initial Term without cause),
        Tenant shall maintain its principal
        place of business and operations in the State of Indiana for a period of
        time at
least
        equal to the length of time that Tenant leases space within the Flagship
        Enterprise Center (the "Subsidized Term"). If, after termination or expiration
        of this Lease, Tenant relocates its principal place of business and operations
        outside of Madison County, Indiana prior to expiration of the Subsidized
        Term,
        then Tenant shall pay to Landlord an amount
        equal to the difference between (i) the fair market rent for leasing Tenant
        Space during Tenant's tenancy at the Flagship Enterprise Center and (ii)
        the
        total amount of rent
        paid
        by Tenant to Landlord during such tenancy. The "fair market rent" shall be
        the
stipulated
        fair market rental as set forth in Exhibit "B". The exception to this clause
        shall occur
        with a change in the ownership of a majority of a tenant's stock; if a majority
        interest is acquired by another entity, and that entity requires the relocation
        of the company outside of Madison County, Indiana, then this clause shall
        not
        apply to the tenant.

       

      Section
        3.04. Landlord's
        Payment of Utilities. Landlord
        shall pay all usage and other
        monthly charges for all utility services rendered or furnished to or based
        upon
        or in connection with the Leased Premises, including, but not limited to,
        electricity, gas, water/sewage,
        or other utility or service. Provided, however, should Tenant's use of the
        Leased
        Premises cause an unreasonable or unexpected use of any utility or utility
        service, Landlord reserves the right, after written notice to Tenant, to
        charge
        such excessive utility use and the charges therefore to Tenant.

       

      Section
        3.05. Payment
        of Taxes on Real Estate and Personal Property. Landlord
        covenants and agrees to assume and pay all real estate taxes, if any, incurred
        and/or assessed against the real estate and improvements located on the Leased
        Premises.
        Tenant covenants and agrees to assume and pay all personal property taxes
        incurred and/or assessed against the personal property owned by Tenant located
        on
        the
        Leased Premises.

       

      Section
        3.06. Past
        Due Payments. In
        the
        event any rental payment or other payment
        owing from Tenant to Landlord pursuant to this Lease shall become overdue
        for a
        period in excess of ten (10) days, a late charge in the amount of five percent
        (5%) of such overdue payment shall be paid by Tenant to Landlord, which late
        charge shall be payable upon demand. Said late charge shall be in addition
        to
        and not in lieu of any other
        remedy Landlord may have and any fee, charge, payment and advancements
landlord
        may be entitled to hereunder or by law. In the event any rental payment or
        other
        payment owing from Tenant to Landlord pursuant to this Lease shall become
        overdue for a period in excess of twenty-five (25) days, such unpaid amounts
        shall bear interest from the due date thereof to the date of payment at the
        rate
        of one and one-half percent (1 1/2%) per
        month.


      
        
          
          

        

        
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      Section
        3.07. Place
        of Payments. All
        payments required to be paid, and all statements required to be rendered
        by
        Tenant to Landlord shall be delivered to Landlord at its address
        set forth in Section 15.01 hereof or to such other address as Landlord specifies
        to
        tenant
        in accordance with such Section.

       

      Article
        IV. 

      Use
        and Occupancy. 

       

      Section
        4.01. Use
        of
        Leased Premises. The
        Leased Premises in the office area shall
        be
        used solely as office or laboratory research space. The Leased Premises in
        the
        manufacturing area shall be used as manufacturing, research or lab space.
        Landlord
        may relocate Tenant to comparable space within the Building at Landlord's
        sole
        discretion. Tenant will have full access to and use of Tenant Space, and
        the
        right to
        use
        and access all common areas within the Building on an "as available" basis,
        subject
        to the Flagship Enterprise Center's Building Rules and Regulations, as
amended
        or modified from time to time, which are incorporated by reference into this
        Lease. Tenant hereby acknowledges receipt of the current Building Rules and
        Regulations. Landlord shall provide to Tenant written notice of any amendments
        or modifications to the Building Rules and Regulations, which shall be effective
        with respect
        to Tenant after such notice has been given. Tenant will not have access to
        any
other
        areas within the Building, including but not limited to the space of other
        tenants and
        Landlord's executive offices.

       

      Section
        4.02. Prohibition
        Against Waste and Unlawful Uses. Tenant
        shall not commit or allow any waste or damage to be committed on any portion
        of
        the Leased Premises.
        Tenant shall not occupy or use or permit any portion of the Leased Premises
        to
        be
        occupied or used for any business or purpose which is unlawful, disreputable
        or
        deemed to be hazardous, or permit anything to be done which would in any
        way
        significantly increase the cost of insurance coverage on the Leased Premises
        or
        its contents.

       

      Section
        4.03. Prohibition
        Against Use or Storage of Hazardous Materials. Tenant
        shall not maintain, store or use any other hazardous materials upon the Leased
        Premises without Landlord's written consent. Hazardous materials shall mean
        any
hazardous,
        toxic or radioactive substance, matter, material or waste which is or
becomes
        regulated by any federal, state or local law, ordinance, order, rule,
        regulations, code
        or
        other governmental restriction or requirement and includes, without limitation,
        asbestos,
        petroleum products and the terms hazardous substance and hazardous waste
        as
        defined in CERCLA and RCRA, as each may be amended. If any hazardous materials
        are necessary for the carrying on of tenant's business operations, notice
        of
        existence of such materials must be given to Landlord, and Tenant shall retain
        such licenses as may be required to handle, transport and dispose of such
        materials in accordance with local, state and federal rules, regulations
        and
        laws.

       

      Section
        4.04. Environmental
        Responsibility. Tenant
        must supply Landlord Material
        Safety Data Sheets for all chemicals used by Tenant. Tenant must comply with
        the
        OSHA
        and EPA requirements. Noise levels created by Tenant's machinery must
not
        exceed a limit of 85 decibels or such noise level required by the applicable
        zoning ordinance,
        whichever is lower. Tenant shall defend and hold Landlord harmless from all
        fines,
        penalties and costs relating to any violation or noncompliance with such
        laws
        and regulations.


      
        
          
          

        

        
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      Section
        4.05. Prohibition
        Against Excessive Floor Loads.Tenant
        shall not overload the floors of the Tenant Space beyond their designed
        weight-bearing capacity. Landlord reserves the right to direct the positioning
        of all heavy equipment, furniture and fixtures that Tenant desires to place
        in
        the Tenant Space so as to distribute weight properly. Landlord may require
        the
        removal of any equipment, furniture or fixtures that exceeds appropriate
        weight
        limits for the Tenant Space.

       

      Section
        4.06. Condition,
        Alterations and Additions.Tenant's
        acceptance of the Leased Premises on the Commencement Date shall be as is,
        where
        is and without warranty of any kind as to zoning, condition, fitness for
        Tenant's business purpose or otherwise.
        Tenant assumes sole responsibility for examining the Leased Premises prior
        to
        the
        Commencement Date to assure itself of the Leased Premises' compliance with
        this
        Lease and Tenant's business purpose. Tenant
        shall make no leasehold improvements,
        alterations or additions to any part of the Leased Premises
without
        the prior written consent of Landlord. All
        such
        improvements, alterations and
        additions, excepting only unattached and movable trade fixtures, shall be
        the
        sole property of Landlord.

       

      Section
        4.07. Signage.All
        signage, whether installed inside the structure on the Leased Premises or
        on the
        exterior thereof, shall be subject to the written approval of
        Landlord.

       

      Article
        V. 

      Maintenance
        and Repairs.

       

      Section
        5.01. Maintenance
        by Landlord. Landlord,
        at Landlord's expense, shall keep
        the
        foundation, walls and other structural parts, including the roof, of the
        building in reasonable order, condition and repair; provided, however, Landlord
        shall not be responsible
        for making any repairs or replacements occasioned by any act or negligence
        of Tenant, its employees, contractors, agents, invitees, licensees or
        concessionaires. Landlord shall also keep, maintain, replace and repair the
        Leased Premises and every part thereof in good order, condition and repair,
        including, but not limited to, interior and exterior electrical, mechanical
        and
        utility equipment and systems; fixtures; and interior walls, floors and
        ceilings.

       

      Section
        5.02. Payment
        of Cleaning & Janitorial Service Expenses.Tenant
        shall assume
        and pay ail expenses for routine/customary cleaning and janitorial services
        to
keep
        the
        Leased Premises in a clean and orderly condition. Should Tenant fail in this
        responsibility, Landlord reserves the right, but shall not be obligated,
        to
        cause the Leased Premises to be cleaned and charges therefore would be assessed
        to Tenant. Landlord
        shall assume and pay all expenses for routine/customary cleaning and
janitorial
        services to keep the Common Areas within the Building in a clean and orderly
        condition. Tenants are responsible for picking up after themselves in the
        kitchen area.


      
        
          
          

        

        
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      Section
        5.03. Landlord's
        Provision of Snow Removal and Lawn Care. As
        additional consideration for Tenant's payment of Monthly Rental Payments,
        Landlord, during the Initial Term and any Renewal Term, shall provide snow
        removal for Tenant's parking
        and walkways and shall further provide lawn care and landscaping services
        to
the
        area
        surrounding the Leased Premises.

       

      Section
        5.04. Notice.
        Tenant
        shall give Landlord prompt written notice of the need
        for
        any maintenance, replacement or repairs which Landlord is obligated to make
        under
        foregoing Section 5.01 and of any material damage to the Leased Premises
        or
any
        part
        thereof.

       

      Section
        5.05. Access
        to Leased Premises. Landlord
        and its agents may retain a pass
        key
        to the Leased Premises and shall have the right to enter the Leased Premises
        at any
        and
        all times to service and inspect the Leased Premises. During the period
        beginning sixty (60) days prior to the expiration of the Initial Term or
        any
        Renewal Term (unless
        Landlord has already agreed to extend the Term of this Lease), Landlord's
        staff
may
        enter
        the Leased Premises to show the Leased Premises to prospective
        tenants.

       

      Article
        VI. 

      Insurance
        and Indemnification. 

       

      Section
        6.01. Public
        Liability Insurance: Tenant.Tenant,
        at Tenant's expense, shall
        maintain in full force and effect throughout the Lease Term a policy of general
        public
        liability insurance naming Landlord as an additional insured and covering
        any
        and all
        claims for injuries to or death of persons and damage to property occurring
        in
        or upon
        the
        Leased Premises, in an amount not less than One Million Dollars ($1,000,000.00)
        for injury to or death of any one person; Two Million Dollars ($2,000,000.00)
        for injury to or death of more than one person in the same accident or
        occurrence; and Five Hundred Thousand Dollars ($500,000.00) for damaged property
        arising out of any one accident or occurrence.

       

      Section
        6.02. Insurance
        on Tenant's Property.All
        of
        Tenant's fixtures, equipment,
        merchandise or other personal property shall be kept at Tenant's sole risk
        and
        expense, and Tenant, at Tenant's expense, shall maintain in full force and
        effect throughout the Lease Term fire and extended coverage insurance on
        its
        fixtures, equipment,
        merchandise and other personal property in or upon the Leased Premises
for
        its
        full insurable value on a replacement cost basis, if obtainable, and if not
        obtainable, for the full amount of the estimated cash value for such
        property.

       

      Section
        6.03. Insurance
        on Leased Premises.Landlord
        shall maintain in full force
        and
        effect throughout the Lease Term broad form fire and extended coverage insurance
        on the Leased Premises and Landlord's fixtures, equipment and personal property,
        in, on or about the Leased Premises, for their full insurable value on a
        replacement cost basis, if obtainable, and if not obtainable, for the full
        amount of its actual cash value.


      
        
          
          

        

        
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      Section
        6.04. Waiver
        of Subrogation.Each
        of
        the parties hereto hereby waivers and
        releases any and all rights of recovery which it might have against the other
        for any loss
        or
        damage, whether or not caused by any alleged negligence of the other party,
        its
        agents, licensees or invitees, to the extent that such loss or damage is
        or
        would be covered by any insurance required to be maintained under this Lease.
        Each policy of insurance
        required under this Lease shall contain an endorsement to such effect, so
        long
        as
        such endorsement is available. Should either Landlord or Tenant be unable
        to
procure
        such an endorsement, the other party shall be relieved of carrying insurance
        with
        such
        an endorsement and the foregoing provisions for waiver of right of recovery
        against the other (right of subrogation) shall be of no further force or
        effect.

       

      Section
        6.05. Tenant's
        Indemnification.Unless
        caused or contributed to by the gross
        negligence or willful misconduct of Landlord, its agents or employees, Tenant
        assumes all risks and responsibilities for accidents, injuries or damages
        to
        person or property and agrees to indemnify and hold Landlord harmless from
        any
        and all claims, liabilities, losses, costs and expenses (including attorneys'
        fees) arising from or in connection with its, use or control of the Leased
        Premises and any improvements thereon during the Lease Term or Tenant's breach
        of any term, covenant, condition or agreement to be observed by Tenant under
        this Lease. Tenant shall be liable to Landlord for any damages caused by
        gross
        negligence or willful misconduct to the Leased Premises and for gross negligence
        or willful misconduct done by Tenant or any person
        coming on the Leased Premises by the license or invitation of Tenant, express
        or
        implied (except Landlord, its agents or employees).

       

      Section
        6.06. Tenant's
        Waiver of Claims.Landlord
        shall not be liable for, and Tenant waives all claims against Landlord for,
        any
        injuries, damages (including, but not limited to, consequential damages)
        or
        losses of or to person, property or otherwise, sustained by Tenant and not
        covered by insurance, unless resulting from Landlord's gross
        negligence or willful misconduct. All property of Tenant kept or stored in,
        upon
        or about
        the
        Leased Premises shall be so kept or stored at the sole risk of Tenant; and
        Tenant shall hold Landlord harmless from any claims, costs or expenses,
        including attorneys' fees, arising out of damage thereto, unless such claim
        arises out of grossly negligent or willful misconduct on the part of Landlord,
        its agents and employees.

       

      Section
        6.07. Certificates
        of Insurance.For
        each
        type of insurance which Landlord
        or Tenant are required to maintain under this Lease, each shall furnish the
        other
        an
        endorsed copy of such insurance policy showing that each such type of insurance
        is in full force and effect and not cancelable without thirty (30) days prior
        written notice to the other party.


      
        
          
          

        

        
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      Article
        VII. 

      Eminent
        Domain.

       

      Section
        7.01. Legal
        Effect.If
        the
        whole or any part of the Leased Premises is taken
        for
        public or quasi-public use by a governmental or other authority having the
        power
        of eminent domain, or shall be conveyed to any such authority in lieu of
        such
        taking, and if such taking or conveyance shall cause the remaining part of
        the
        Leased Premises to be untenantable and inadequate for Tenant's Business,
        then
        Landlord or Tenant may, at their option, terminate this Lease as of the date
        Tenant is required to surrender possession of the Leased Premises by giving
        the
        other party notice of such termination. If a part of the Leased Premises
        shall
        be taken or conveyed, but the remaining part is tenantable and adequate for
        Tenant's Business (as reasonably determined by Tenant, and with notice of
        such
        determination given to Landlord within fifteen
        (15) days of any such taking), then this Lease shall be terminated as to
        the
        part taken
        or
        conveyed as of the date Tenant surrenders possession thereof; Landlord shall
        make
        such
        repairs, alterations and improvements as may be necessary to render the
part
        not
        taken or conveyed tenantable; and the rent shall be reduced in proportion
        to the
part
        of
        the Leased Premises so taken or conveyed.

       

      Section
        7.02. Payment
        of Award.All
        compensation awarded for such taking or conveyance
        shall be the sole property of Landlord, without any deduction therefrom for
        any
        present or future estate of Tenant, and Tenant hereby assigns to Landlord
        all
        its right,
        title and interest in and to any such award; provided, however, Tenant shall
        have the
        right
        to recover from such taking authority, but not from Landlord, such compensation
        as may be awarded to Tenant on account of moving and relocation expenses
        and
        depreciation to and removal of Tenant's property.

       

      Article
        VIII. 

      Destruction
        and Damage.

       

      Section
        8.01. Damage
        by Casualty.In
        the
        event of a fire or other casualty in the Leased Premises, Tenant shall give
        prompt notice thereof to Landlord. If the Leased Premises
        shall be partially destroyed by fire or other casualty so as to render the
        Leased
        Premises partially or wholly untenantable, the Rent shall be abated on the
        basis
of
        leasable square footage remaining and occupied thereafter, until such time
        as
        the Leased Premises are made fully fit for use by Tenant; provided, however,
        that if gross negligence
        or willful misconduct of Tenant, or its agents, employees or invitees shall
        have
        contributed to the cause of such fire or other casualty, the Rental shall
        not be
        abated during the period of restoration of the Leased Premises.

       

      Section
        8.02. Restoration;
        Partial or Total Destruction of Building.In
        the
        event the
        Building shall be partially or totally destroyed by fire or other casualty,
        the
        same shall
        be
        repaired as soon as is reasonably possible, at the expense of Landlord, unless
        Landlord shall elect to terminate this Lease as hereinafter provided. If
        damage
        to the Leased Premises is to such extent that the cost of restoration, as
        estimated by Landlord will
        exceed fifty percent (50%) of the replacement value of the Leased Premises
        (including
        the building standard improvements) or thirty percent (30%) of the replacement
        value of the Building (exclusive of the foundation) in its condition just
        prior
to
        the
        occurrence of the damage, Landlord may, no later than the sixtieth
        (60th)
        day
following
        such damage, give Tenant notice that it elects to terminate this Lease. if
        such
notice
        shall be given:


      
        
          
          

        

        
          Page
            9 of
            19

          
            

          

        

        
          
          

        

      

       

      
        	
                 

                (a)

              	
                 

                This
                  Lease shall terminate on the twentieth (20th
                  )
                  day following the giving of
                  said notice;

              
	
                 

                (b)

              	
                 

                Tenant
                  shall surrender possession of the Leased Premises on or before
                  such
                  termination date; and

              
	
                 

                (c)

              	
                 

                The
                  rental provided hereunder shall be apportioned as of the date of
                  such
                  termination and any Rental paid for any period beyond said date
                  shall be
                  refunded to Tenant.

              


      

       

      Unless
        Landlord so elects to terminate this Lease, Landlord shall proceed with the
        restoration
        of the Leased Premises and/or the Building as soon as reasonably possible.
        If
        the
        damage to the Building as the result of any casualty is such that the Leased
        Premises
        cannot be used by Tenant for Tenant's Business for a period of three (3)
        or
more
        months, as estimated by Landlord, either Landlord or Tenant may cancel and
        terminate
        this Lease by giving notice of such termination to the other party within
        thirty
        (30) days after the date of such casualty. In such event of termination,
        all
        Rental shall be
        apportioned as of the date of such termination and any Rental paid for any
        period beyond
        said date shall be refunded to Tenant. In no event, however, shall Tenant
        have
the
        right
        to cancel or terminate this Lease if the gross misconduct or willful neglect
        of
        Tenant, or its agents, employees or invitees shall have contributed to the
        cause
        of such casualty.

       

      Article
        IX. 

      Events
        of Default and Remedies.

       

      Section
        9.01. Events
        of Default.The
        occurrence of any one (1) or more of the following events shall be deemed
        to be
        an "Event of Default":

      
        	
                 

                (a)

              	
                 

                The
                  failure of Tenant to pay any installment of rent within thirty
                  (30) days
                  after its due date;

              
	
                 

                (b)

              	
                 

                The
                  failure of Tenant to perform any other of its covenants under this
                  Lease
                  or to comply with the Building Rules and Regulations within thirty
                  (30)
                  days after
                  written notice or demand therefore is served upon Tenant by
                  Landlord;

              
	
                 

                (c)

              	
                 

                The
                  making by Tenants of an assignment for the benefit of
                  creditors;

              


      

       

      
        
          
          

        

        
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                (d)

              	
                 

                The
                  levying of a writ of execution or attachment on or against the
                  Leased
                  Premises or Tenant's interest therein as the property of Tenant,
                  and the
                  same not being released or discharged within sixty (60) days
                  thereafter;

              
	
                 

                (e)

              	
                 

                The
                  institution of proceedings in a court of competent jurisdiction
                  for the
                  reorganization,
                  liquidation, voluntary or involuntary dissolution of Tenant, or
                  for
                  its adjudication as a bankrupt or insolvent, or for the appointment
                  of a
                  receiver of the property of Tenant, and said proceedings are not
                  dismissed
                  within sixty (60) days after the institution of said proceedings;
                  or

              
	
                 

                (f)

              	
                 

                A
                  mechanic's lien or similar lien upon the Leased Premises or the
                  building
                  is
                  asserted of record in connection with work allegedly done in or
                  about the
                  Leased Premises at the request or instance of Tenant, and the same
                  is not
                  removed by Tenant, or adequate security for the satisfaction thereof
                  deposited
                  with Landlord, within forty-five (45) days from the date any such
                  lien
                  was filed in the office of the Recorder of Madison County,
                  Indiana.

              


      

       

      Section
        9.02 Remedies.
        Upon
        the
        occurrence of an Event of Default, Landlord shall
        have the option to:

      
        	
                 

                (a)

              	
                 

                Re-enter
                  the Leased Premises with or without process of law, using such
                  means as
                  may be necessary to remove all persons and property therefrom;
                  and/or

              
	
                 

                (b)

              	
                 

                Exercise
                  any other right or remedy available to Landlord at law or in equity
                  in
                  addition to or as an alternative to any of the other rights and
                  remedies
                  of Landlord herein specified upon the occasion of any such Event
                  of
                  Default.

              


      

       

      In
        the
        event that subsequent to an Event of Default, Landlord should reset the Leased
        Premises
        or a portion thereof during the balance of the Term of this Lease, the
proceeds
        of such reletting, after deduction of all reasonable costs incurred by Landlord
        in
        connection with repossession and reletting of the Leased Premises (including
        without limitation,
        all legal fees, leasing commissions, remodeling costs and similar expenses)
        shall
        be
        applied to satisfaction of Tenant's obligations hereunder. Landlord shall
        have
the
        right
        to file suit to recover any sums which have fallen due under this Lease from
        time
        to
        time on one (1) or more occasions without being obligated to wait until the
        expiration of the Term of this Lease. Alternatively, in the event Landlord
        should elect to terminate this Lease, Landlord shall be entitled to recover
        forthwith as damages from Tenant a sum of money equal to: (i) the cost of
        recovering possession of the Leased Premises,
        (ii) the unpaid Rent owed at the time of such termination; (iii) the balance
        of
the
        Rent
        for the remainder of the term; and (iv) any other sum of money or damages
        owed
        by
        Tenant to Landlord, less the fair market rental value of the Leased Premises
        for
        the
        remainder of the term of this Lease.


      
        
          
          

        

        
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      Article
        X. 

      Subordination.

       

      Section
        10.01. Subordination.Upon
        request by Landlord, this Lease shall become subordinate to the lien of a
        mortgage given by Landlord, if such mortgage provides
        that Tenant's rights under this Lease and possession of the Leased Premises
        shall
        not
        be disturbed as long as it performs its duties hereunder. Tenant shall enter
        into
        any
        confirming subordination and non-disturbance agreement such mortgagee may
        reasonably require.

       

      Article
        Xl. 

      Assignment
        and Subletting.

       

      Section
        11.01. Assignment
        and Subletting.Tenant
        shall not assign or encumber this
        Lease or any interest herein, or sublet the Leased Premises or any part thereof,
        or permit
        the use of the Leased Premises or any part thereof by any party other than
        Tenant,
        without the prior written consent of Landlord.

       

      Article
        XII. 

      Covenant
        of Quiet Enjoyment.

       

      Section
        12.01. Covenant
        of Quiet Enjoyment.Landlord
        covenants and warrants that
        it
        has all necessary right, title and interest in the Leased Premises to enter
        into
        this Lease
        and
        grant tenant the rights herein. Landlord agrees that if Tenant performs all
        the
        covenants and agreements herein provided to be performed by Tenant, Tenant
        shall,
        at
        all times during the Lease Term, have the peaceable and quiet enjoyment of
        possession
        of the Leased Premises without any manner of hindrance from Landlord or
any
        persons claiming under Landlord subject to the terms of any mortgage to which
        this Lease is subordinate or subordinated to.

       

      Article
        XIII. 

      Termination
        of Lease and Surrender of Leased Premises.

       

      Section
        13.01. Termination.This
        Lease shall Terminate upon any one (1) of the following
        occurrences:

      
        	
                 

                (a)

                 

              	
                 

                Upon
                  expiration of ten (10) days following written notice by Landlord
                  to
                  Tenant,
                  if Tenant continues to be in default in the performance of obligations
                  of
                  this Lease required to be performed by
                  Tenant;

              


      

       

      
        
          
          

        

        
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            12
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                (b)

              	
                 

                Upon
                  expiration of the Initial Term or any Renewal Term where no extension
                  of
                  the Initial Term or Renewal Term has been negotiated;

              
	
                 

                (c)

              	
                 

                Upon
                  expiration of thirty (30) days following written notice by one
                  party to
                  the other during any holdover period;

              
	
                 

                (d)

              	
                 

                -Upon
                  expiration of thirty (30) days following written demand by Landlord
                  to
                  Tenant,
                  if Tenant continues to be more than Five Hundred Dollars ($500.00)
                  in arrears in the payment of monies due and owing Landlord's list
                  of
                  recommended Preferred Providers as listed in the Flagship Enterprise
                  Center Building Rules and Regulations as amended from time to time,
                  for
                  services rendered to Tenant.

              
	
                 

                (e)

              	
                 

                Upon
                  expiration of thirty (30) days following written notice of Landlord's
                  Board of Director's written findings that Tenant, despite written
                  notice
                  and provision of a ninety (90) day period to cure, continues by
                  its
                  conduct to:

              


      

       

      
        	
                 

                (i.)

              	
                 

                depart
                  in a material and significant manner from its business intentions,
                  as originally submitted to Landlord at commencement of the
                  Initial Term;

              
	
                 

                (ii.)

              	
                 

                fail
                  to exercise due diligence in the execution of its business plan
                  and/or
                  pursuit of its business objectives;

              
	
                 

                (iii.)

              	
                 

                be
                  absent from the Building for protracted periods without appropriate
                  excuse
                  or justification;

              
	
                 

                (iv.)

              	
                 

                violate
                  the terms and provisions of the Articles of Incorporation of the
                  Flagship Enterprise Center, Inc.

              


      

       

      Section
        13.02. Surrender.At
        the
        termination or expiration of this Lease, Tenant shall
        deliver the Tenant Space in good order and repair, ordinary wear and tear
        excepted. Tenant shall not be required to surrender any of Tenant's trade
        fixtures, equipment or personal property, unless permanently affixed to the
        Tenant Space, provided
        that any trade fixtures, equipment or personal property of Tenant not removed
        within
        forty-eight (48) hours following the termination or expiration of this Lease
        shall be deemed abandoned and shall become the sole and exclusive property
        of
        the Landlord. Tenant shall repair any damage to the Tenant Space caused by
        removal of any trade fixtures,
        equipment, or personal property of Tenant. In no event will Tenant have the
        right to hold over past the termination of this Lease. Tenant acknowledges
        that
        time is of
        the
        essence and that it is of critical importance for Landlord to have possession
        of
        the Tenant
        Space upon the termination or expiration of this Lease. In the event Tenant
        does
        not
        vacate the Tenant Space as required in this Lease, Landlord shall be entitled
        to
        any
        and all remedies at law or in equity, including, without limitation, the
        right
        to change
        locks on the building, remove all trade fixtures, equipment or personal property
        from
        the
        Tenant Space and/or to demolish all improvements in the Tenant Space, all
        which
        shall be without any liability or claim against Landlord, which are hereby
        waived by
        Tenant.


      
        
          
          

        

        
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      Article
        XIV. 

      Enforcement
        Expenses. 

       

      Section
        14.01. Enforcement
        Expenses.In
        the
        event that either party hereto shall
        be
        successful in enforcing against the other any remedy, legal or equitable,
        for a
breach
        of
        any of the provisions of this lease, there shall be included in the judgment
        or
any
        decree the reasonable expenses and attorney fees of the successful party
        against
the
        unsuccessful party.

       

      Article
        XV.

      Notices.
        

       

      Section
        15.01, Notices.All
        notices and demands which may or are required to be given by either party
        to the
        other hereunder shall be in writing and shall be deemed to
        have
        been fully given two (2) days after being deposited with the United States
        Postal Service,
        or its successor, as certified or registered mail, postage prepaid, and
addressed
        as follows:

      


      
        	 	 
	
                To
                  Tenant: 

              	
                Altairnano
                  Technologies, Inc.

              
	
                 

              	
                204
                  Edison Way

              
	
                 

              	
                Reno,
                  NV 89502

              
	 	 
	
                 

              	
                Attention:
                  Chief Financial Office

              
	 	 
	 	 
	
                To
                  Landlord:

              	
                Flagship
                  Enterprise Center, Inc. 

              
	
                 

              	
                2701
                  Enterprise Drive, Suite 100 

              
	
                 

              	
                Anderson,
                  Indiana 46013

              
	
                 

              	
                Attention:
                  Executive Director

              


      

       

      or
        to
        such other address as either party may designate from time to time for itself
        by
notice
        similarly given, Any notice to be given may also be given by personal delivery
        of the
        written notice to the person in charge of the business operations at the
        Leased
        Premises at the time of such notice, and shall be deemed effective as of
        the
        date such personal delivery is made.


      
        
          
          

        

        
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      Article
        XVI. 

      Compliance
        With Economic Development Administration ("EDA"1

      Civil
        Rights and Nonrelocation Regulations. 

       

      Section
        16.01. Compliance.
        Inasmuch
        as Landlord has received benefits and grants
        from EDA, Tenant agrees that it shall comply with EDA civil rights requirements,
        which, in general, prohibit unlawful discrimination practices in the work
        place.
        Also, Tenant
        agrees that it shall comply with EDA nonrelocation regulations, which, in
        general,
        prohibit use of EDA financial assistance to assist employers from transferring
        jobs
        from
        one commuting area to another.

       

      Section
        16.02. Execution
        of Certifications. Tenant
        agrees to execute written certifications exhibiting compliance with the matters
        set forth in Section 16.01. More specifically, Tenant agrees to timely execute
        the Assurances of Compliance with Civil Rights and Other Legal Requirements,
        being Exhibit "C" attached hereto. Additionally, Tenant agrees to timely
        execute
        Employer's Nonrelocation Certificate, being Exhibit "C" attached
        hereto.

       

      Article
        XVII. 

      General
        Provisions.

       

      Section
        17.01. Relationship
        of the Parties. Nothing
        herein contained shall be deemed or construed by the parties hereto, nor
        by any
        third party, as creating a relationship of principal and agent, partnership
        or
        joint venture between the parties hereof, it being understood and agreed
        that
        nothing herein, no any acts of the parties hereto,
        shall be deemed to create any relationship between the parties hereto other
        than
        the
        relationship of Landlord and Tenant.

       

      Section
        17.02. Provision
        for Non-Waiver. No
        delay
        or omission of the right to exercise any power by either party shall impair
        any
        such right or power, or shall be construed as a waiver of any default or
        as an
        acquiescence thereon. One or more waivers of any covenant, term or condition
        of
        this Lease by either party shall not be construed
        by the other party as a waiver of subsequent breach of the same covenant,
        term
        or
        condition. Consent or approval by either party to or of any act by the other
        party of
        a
        nature requiring consent or approval shall not be deemed to waive or render
        unnecessary consent to or approval of any subsequent similar act.

       

      Section
        17.03. Recording
        Memorandum of Lease. Either
        party hereto, upon written
        request of the other, shall join in the execution of a Memorandum of Lease
        in
        proper form for recording or filing in the office of the Recorder of Madison
        County, Indiana, which Memorandum shall set forth the existence of terms
        of this
        Lease, with subordination of the leasehold interest to any mortgage by the
        Landlord and such other terms as the parties may mutually agree
        upon.


      
        
          
          

        

        
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      Section
        17.04. Law
        of
        Indiana Governs. The
        laws
        of the State of Indiana shall govern
        the validity, performance and enforcement of this Lease. The invalidity or
        unenforceability of any provision of this Lease shall not affect or impair
        any
        other provision.

       

      Section
        17.05. Complete
        Agreement. The
        headings of the several articles of sections
        contained herein are for convenience only and do not define, limit or construe
        the
        contents of such articles and sections. All negotiations, considerations,
        representations
        and understandings between the parties are incorporated herein and may
        be
        modified or altered only by memorandum in writing signed by the parties
        hereto.

       

      Section
        17.06. Agreement
        Binding on Successor and Assigns. The
        covenants, agreements and obligations herein contained shall extend to, bind
        and
        inure to the benefit
        not only of the parties hereto, but their respective personal representatives,
        heirs,
        successors and assigns.

       

      Section
        17.07. Tenant's
        Compliance with Rules and Regulations. Tenant
        agrees
        to
        conduct its business and operations so as to comply with the Rules and
        Regulations adopted by the Landlord.

       

      IN
        WITNESS WHEREOF, the said parties have hereunto set their hands and seals
        this
        1st, day
        of
        August, 2006.

      


      
        	
                Altairnano
                  Technologies, Inc.

              	 	
                Flagship
                  Enterprise Center

              
	
                LESSEE

              	 	
                LESSOR

              
	 	 	 
	
                BY:

              	 	
                By:

              
	
                Chief
                  Financial Officer

              	 	
                Arthur
                  L. Patterson, Executive
                  Director

              


      


      
        
          
          

        

        
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      EXHIBIT
        "B"

       

      RENT
        SCHEDULE

       

      Subsidized
        Rent  /
        20%
        Subsidy

      
        
          	 	
                   

                  1st
                    12

                	
                   

                  2nd
                    12

                	
                   

                  3rd
                    12

                	
                   

                  4th
                    12

                	
                   

                  5th
                    12

                
	 	
                  months

                   

                	
                  months

                	
                  months

                	
                  months

                	
                  months

                
	
                    
                    Stipulated Fair

                  Market
                    Rent*

                	
                  $21.00

                	
                  $22.00

                	
                  $23.00

                	
                  $24.00

                	
                  $25.00

                
	
                  20%
                    Rent Subsidy*

                	
                  $
                    4.20

                	
                  $
                    4.40

                	
                  $
                    4.60

                	
                  N/A

                	
                  N/A

                
	
                  Monthly
                    Rent*

                	
                  $
                    16.80

                	
                  $
                    17.60

                	
                  $
                    18.40

                	
                  $24.00

                	
                  $25.00

                


        

      

       

      *Rent
        expressed in annual rental per square foot of Leased Space

       

      Rent
        Calculation

       

      During
        the first 12 months of this Lease, Tenant shall pay to Landlord, with respect
        to
each
        calendar year or fractional calendar year, as the case may be, total rental
        payments in the monthly sum of Two Thousand One Hundred Dollars ($ 2,100.00),
        being the sum of: (a) Subsidized
        Rent of One Thousand Six Hundred Eighty Dollars ($ 1,680.00) [being the product
        of
        $
        16.00, the subsidized annual rent per square foot, and square feet, the area
        of
        the Leased Premises,
        divided by 12 months]; and (b) common area monthly rent of Four Hundred Dollars
        ($
        420.00), representing a surcharge of twenty-five percent (25%) of the basic
        monthly rent to cover
        the
        Landlord's cost of maintaining and improving the common areas within the
        building.

       

      During
        subsequent 12 Month periods of this Lease, by similar calculation, Tenant
        shall
pay
        to
        Landlord, with respect to each calendar year or fractional calendar year,
        as the
        case may be,
        total
        rental payments as follows:

      
        	
                 

                2nd
                  12
                  Months:

              	
                 

                $
                  2,200.00 / Month

              
	
                 

                3rd
                  12
                  Months:

              	
                 

                $
                  2,300.00 / Month

              
	
                 

                4th
                  12
                  Months

              	
                 

                $
                  3,000.00 / Month

              
	
                 

                5th
                  12
                  Months

              	
                 

                $
                  3,125.00 / Month

              


      

       

      
        
          
          

        

        
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      EXHIBIT
        "C" 

      EDA
        FORMS

       

       

       

       

       

       

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