MASSACHUSETTS INSTITUTE OF TECHNOLOGY
                          OFFICE OF SPONSORED PROGRAMS


         RESEARCH   AGREEMENT  (the   "Agreement")   between  the  Massachusetts
         Institute  of  Technology,  hereinafter  referred to as  "M.I.T.,"  and
         Altair Technologies, Inc., hereinafter referred to as the "Sponsor."

         This  Agreement  is entered into as of August 1. 2000,  the  "Effective
         Date."

         WHEREAS,  the research  program  contemplated  by this  Agreement is of
         mutual  interest  and benefit to M.I.T.  and to the  Sponsor,  and will
         further the instructional and research objectives of M.I.T. in a manner
         consistent  with its status as a  non-profit,  tax-exempt.  educational
         institution,

         NOW, THEREFORE, the parties hereto agree as follows:

               1.    STATEMENT  OF  WORK.  MIT.  agrees  to use  all  reasonable
                     efforts to  perform  the  research  program as set forth in
                     Attachment A (the "Research").

               2.    PRINCIPAL INVESTIGATOR.  The Research will be supervised by
                     Professor  Jackie Ying, the "Principal  Investigator."  If,
                     for any  reason,  she is  unable  to  continue  to serve as
                     Principal Investigator,  and a successor acceptable to both
                     M.I.T.  and the Sponsor is not  available,  this  Agreement
                     shall be terminated as provided in Article 6.

               3.    PERIOD OF  PERFORMANCE.  The  Research  shall be  conducted
                     during  the  period  August 1, 2000 (the  "Starting  Date")
                     through  July  31,  2002  (the  "Completion   Date").   The
                     Completion Date will be subject to extension only by mutual
                     agreement of the parties.

               4.    REIMBURSEMENT  OF COSTS. In consideration of the foregoing,
                     the Sponsor will  reimburse  M.I.T.  for all direct and F&A
                     (Facilities &  Administrative,  or indirect) costs incurred
                     in the performance of the Research,  which shall not exceed
                     the total  estimated  project cost of $ 252,520.00  without
                     written authorization from the Sponsor.

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<PAGE>

               5.    PAYMENT. Payments shall be made to M.I.T. by the Sponsor in
                     advance in U.S. dollars, net of taxes or impost of any kind
                     on the following basis:

                     Equal Monthly Invoices to Sponsor

                     A final financial  accounting of all costs incurred and all
                     funds  received by M.I.T.  hereunder  together with a check
                     for the amount of the unexpended  balance,  if any shall be
                     submitted to the Sponsor  within ninety days  following the
                     Completion Date.

               6.    TERMINATION.   Performance  under  this  Agreement  may  be
                     terminated  by the  Sponsor  upon  sixty  (60)  days  prior
                     written notice.  Performance may be terminated by M.I.T. if
                     circumstances   beyond  its  reasonable   control  preclude
                     continuation of the Research. Upon termination, M.I.T. will
                     be  reimbursed  as specified in Article 4 for all costs and
                     non-cancellable  commitments incurred in the performance of
                     the Research,  such  reimbursement  not to exceed the total
                     estimated project cost specified in Article 4.

               7.    PUBLICATIONS. M.I.T. will be free to publish the results of
                     the Research after providing the Sponsor with a thirty (30)
                     day period in which to review each  publication to identify
                     patentable  subject matter and to identify any  inadvertent
                     disclosure of the  Sponsor's  proprietary  information.  If
                     necessary  to permit  the  preparation  and  filing of U.S.
                     patent applications,  the Principal  Investigator may agree
                     to an additional review period,  provided however, that the
                     total  review  period shall not exceed a maximum of 90 days
                     from Sponsor's  receipt of each proposed  publication.  Any
                     further extension will require subsequent agreement between
                     the Sponsor and M.I.T.

               8.    PROPRIETARY  INFORMATION.  If,  in the  performance  of the
                     Research,  the  Principal  Investigator  and members of the
                     M.I.T. research team require and accept access to Sponsor's
                     information  that the Sponsor  considers  proprietary,  the
                     rights and  obligations of the parties with respect to such
                     information  shall be governed by the terms and  conditions
                     set forth in Attachment B.

               9.    SPONSOR INTELLECTUAL PROPERTY.  Title to any invention made
                     solely  by  Sponsor  personnel  without  the use of  M.I.T.
                     facilities  ("Sponsor  Inventions")  shall  remain with the
                     Sponsor.  Sponsor  inventions  shall not be  subject to the
                     terms and conditions of this Agreement.

               10.   JOINT INTELLECTUAL PROPERTY.

                     A.  TITLE TO JOINT  INVENTIONS.  Inventions made jointly by
                         employees  and/or  students of M.I.T.  and employees of
                         the  Sponsor in the  performance  of the  Research,  or
                         inventions made solely by employees of the Sponsor with
                         significant   use   of   M.I.T.    facilities   ("Joint
                         Inventions") shall be jointly owned by the parties. The
                         Sponsor  shall  be  notified  of  any  Joint  Invention
                         promptly  after an invention  disclosure is received by
                         the   MIT.   Technology   Licensing   Office.    Patent
                         application,  prosecution,  maintenance  and associated
                         expenses  related to Joint inventions shall be governed
                         by the terms  and  conditions  set forth in a  separate
                         Joint Invention Agreement (hereinafter "Joint Invention
                         Agreement")  to be executed by the parties and appended
                         hereto.

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<PAGE>

                     B.  LICENSING   OPTIONS.   Each   party   shall   have  the
                         unrestricted right to license to third parties any such
                         Joint Invention without  accounting to the other party,
                         except  that the  Sponsor  shall be entitled to elect a
                         license  to  M.I.T.'s   interest   as  provided   under
                         paragraph 11.B.  below.  Licensing of Joint  Inventions
                         shall be governed by the terms and conditions set forth
                         in a  Joint  Invention  Agreement  (hereinafter  "Joint
                         Invention Agreement") to be executed by the parties and
                         appended hereto.

               11.   M.I.T. INTELLECTUAL PROPERTY.

                     A.  TITLE TO INVENTIONS.  Title to any invention  conceived
                         or first reduced to practice solely by M.I.T. employees
                         and/or  students  in the  performance  of the  Research
                         shall remain with M.I.T.  The Sponsor shall be notified
                         of any such  invention  promptly  after a disclosure is
                         received  by the M.I.T.  Technology  Licensing  Office.
                         M.I.T.  (i) may  file a patent  application  at its own
                         discretion  or (ii)  shall do so at the  request of the
                         Sponsor and at the Sponsor's expense.

                     B.  LICENSING   OPTIONS.   In  the  event   that  a  patent
                         application  on such an  invention  is filed by M.I.T.,
                         for  each  such  invention  M.I.T.  hereby  grants  the
                         Sponsor a non-exclusive, non-transferable, royalty-free
                         license for internal research  purposes.  Sponsor shall
                         further  be  entitled  to  elect  one of the  following
                         alternatives by notice in writing to M.I.T.  within six
                         (6) months  after  notification  to the Sponsor  that a
                         patent application has been filed:

                           1.  A non-exclusive,  non-transferable (except in the
                               event that the  Sponsor  transfers  substantially
                               its  entire  business  and  assets),  world-wide,
                               royalty-free   license   without   the  right  to
                               sublicense  (in a designated  field of use, where
                               appropriate)  to the Sponsor to make,  have made,
                               use, lease,  sell, and import products  embodying
                               or produced  through  the use of such  invention;
                               provided   that  the   Sponsor   agrees   t~  (a)
                               demonstrate  reasonable  efforts to commercialize
                               the technology in the public interest;

                               and (b) pay an annual fee of $3,000. M.I.T. shall
                               have the right,  at its  option,  to  discontinue
                               patent   prosecution   or   maintenance   on  any
                               invention   licensed   to   Sponsor   under  this
                               alternative,  and the  Sponsor  shall  thereafter
                               have no  further  obligation  to pay  the  annual
                               license fee.

                           2.

                               A royalty-bearing, limited-term exclusive license
                               (subject to third party  tights,  if any), to the
                               Sponsor including the right to sublicense, in the
                               United States and/or any foreign  country elected
                               by the  Sponsor  (subject to (1)) below) to make,
                               have made,  use,  lease,  sell,  and import (in a
                               designated  field  of  use,  where   appropriate)
                               products embodying or produced through the use of
                               such invention,  provided that the Sponsor agrees

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<PAGE>

                               to  reimburse  M.I.T.  for the  costs  of  patent
                               prosecution  and maintenance in the United States
                               and any  elected  foreign  country,  and  further
                               agrees  that any  products  produced  pursuant to
                               this  license  and that  are  sold in the  United
                               States shall be substantially manufactured in the
                               United  States.  This  alternative  is subject to
                               M.I.T.   concurrence   and  the   negotiation  of
                               commercially   reasonable  terms  and  conditions
                               within three (3) months  after  selection of this
                               alternative. However, if the parties are involved
                               in good faith  negotiations  toward  execution of
                               such a license  at the end of the three (3) month
                               period,  the parties may extend this  negotiation
                               period by an  additional  three (3) months,  upon
                               their mutual agreement in writing.

                           3.  The  sharing  with  the  Sponsor  of any  royalty
                               income  derived from  licensing the patent rights
                               to third parties by M.I.T.  in an amount equal to
                               twenty-five  percent (25%) of the annual  royalty
                               income after  deducting a fifteen  percent  (15%)
                               administrative  fee  and  M.I.T.'s  out-of-pocket
                               costs,  including patent filing,  prosecution and
                               maintenance; provided, however, that M.I.T. shall
                               file,  prosecute and maintain such patents at its
                               sole  discretion,  and  the  Sponsor  waives  all
                               rights to such  inventions,  patent  applications
                               and  any  resulting   patents,   except  for  the
                               Sponsor's   royalty-free   license  for  internal
                               research  use.  This   alternative   may  not  be
                               available if the  Research  was  co-funded by the
                               Federal Government or other sponsors.

     C. DEFAULT OPTION. In the event that the Sponsor has not elected any of the
foregoing  alternatives  within six (6) months after  notification that a patent
application  has been  filed,  the  Sponsor  shall  be  deemed  to have  elected
alternative 3. above if that  alternative is available.  If this  alternative is
not available because of other sponsorship,  the Sponsor shall be deemed to have
elected a royalty-free  internal  research use license and to have forgone other
alternatives.

                     D.  FOREIGN   FLING   ELECTION.   If  the  Sponsor   elects
                         alternative  2., the Sponsor  shall  notify  M.I.T.  of
                         those  foreign  countries in which it desires a license
                         in sufficient time for M.I.T. to satisfy the patent law
                         requirements  of those  countries.  The  Sponsor  shall
                         reimburse M.I.T. for the out-of-pocket costs, including
                         patent (fling, prosecution and maintenance fees related
                         to those foreign filings.

                     E.  CONFIDENTIALITY OF INVENTION  DISCLOSURES.  The Sponsor
                         shall  retain all  invention  disclosures  submitted to
                         Sponsor by M.I.T.  in confidence and use all reasonable
                         efforts to prevent their  disclosure to third  parties.
                         Thc Sponsor shall be relieved of this  obligation  only
                         when  this  information   becomes  publicly   available
                         through no fault of the Sponsor.

                     F.  COPYRIGHT  OWNERSHIP  AND  LICENSES.  Title  to and the
                         right to determine the disposition of any copyrights or
                         copyrightable  material  first  produced or composed in
                         the  performance  of the  Research  shall  remain  with
                         M.I.T.

                                       4
<PAGE>

                         1.    Sponsor  is  entitled  to elect  an  irrevocable,
                               royalty-free,   non-transferable,   non-exclusive
                               right  and  license  to  use,   reproduce,   make
                               derivative  works,   display,   distribute,   and
                               perform all such  copyrightable  materials  other
                               than  computer  software  and  its  documentation
                               and/or informational databases.

                         2.    Sponsor  is  entitled  to elect  an  irrevocable,
                               royalty-free,   non-transferable,   non-exclusive
                               right  and  license  to  use,   reproduce,   make
                               derivative works,  display,  and perform computer
                               software and its documentation,  and/or databases
                               specified to be developed and delivered under the
                               Statement of Work for Sponsor's internal research
                               use.  Sponsor is entitled to elect to negotiate a
                               non-exclusive,  royalty-bearing  license  to use,
                               reproduce,  display,  distribute and perform such
                               computer  software and its  documentation  and/or
                               databases for  commercial  purposes,  at M.I.T.'s
                               discretion.  Computer software for which a patent
                               application   is  filed   shall  be   subject  to
                               paragraph B. above.

                     G.  RIGHTS  IN TRP.  In the  event  that  M.I.T.  elects to
                         establish  property  rights  other than  patents to any
                         tangible  research  property  (TRP),  including but not
                         limited to biological  materials,  developed during the
                         course of the  Research,  M.I.T.  and the Sponsor  will
                         determine the disposition of rights to such property by
                         separate agreement.  M.I.T. will, at a minimum, reserve
                         the  right to use and  distribute  TRP  internally  for
                         non-commercial research purposes.

                     H.  LICENSE  EFFECTIVE  DATE.  All licenses  elected by the
                         Sponsor  pursuant to Sections B.l.,  B.2., F. and 0. of
                         this  Article  11  become  effective  as of the ate the
                         parties sign a subsequent license agreement

            12.      USE OF NAMES.  Neither party will use the name of the other
                     in any  advertising or other form of publicity  without the
                     written  permission  of the  other,  in the case of M.I.T.,
                     that of the Director of the News  Office.  Either party may
                     release information required by law or regulation.

            13.      NOTICES. Any notices required to be given or which shall be
                     given  under  this  Agreement  shall be in  writing  and be
                     addressed to the parties as shown below.  Notices  shall be
                     delivered by certified or registered  first class mail (air
                     mail if not domestic) or by commercial courier service, and
                     shall be deemed  to have been  given or made as of the date
                     received.

            MASSACHUSETTS INSTITUTE           ALTAIR TECHNOLOGIES, INC.
            OF TECHNOLOGY

            Michael P. Corcoran                    Kenneth E. Lyon
            Senior Contract Administrator          President
            Office of Sponsored Programs           204 Edison Way
            77 Massachusetts Avenue,               Reno, NV 89502
            Bldg E19-750
            Cambridge, MA 02139
            Tel:   (617) 253-3906                  Tel:     (775) 858-3742
            Fax:         (617) 253 3906            Fax:           (775) 856-1619
            Email:       mcorcor@mit.edu           Email: knglyon@earthllnk.net

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<PAGE>

            14.      ASSIGNMENT.  This Agreement shall be binding upon and inure
                     to the benefit of the parties  hereto and the successors to
                     substantially   the  entire  business  and  assets  of  the
                     respective  parties  hereto.  This  Agreement  shall not be
                     assignable  by  either  party  without  the  prior  written
                     consent of the other party;  any  attempted  assignment  is
                     void.

            15.      GOVERNING  LAW.  The validity  and  interpretation  of this
                     Agreement and the legal  relationship  of the parties to it
                     shall  be  governed  by the  laws  of the  Commonwealth  of
                     Massachusetts and the applicable U.S. Federal law.

            16.      FORCE  MAJEURE.  Neither party shall be  responsible to the
                     other for failure to perform any of the obligations imposed
                     by  this   Agreement,   provided   such  failure  shall  be
                     occasioned by fire, flood, explosion, lightning, windstorm,
                     earthquake,  subsidence of soil, failure or destruction, in
                     whole or in part,  of  machinery or equipment or failure of
                     supply of materials,  discontinuity in the supply of power,
                     governmental  interference,  civil  commotion,  riot,  war,
                     strikes,  labor disturbance,  transportation  difficulties,
                     labor shortage or any cause beyond its reasonable control.

            17.      EXPORT CONTROLS. It is understood that M.I.T. is subject to
                     United States laws and  regulations  controlling the export
                     of technical data, computer software, laboratory prototypes
                     and other commodities,  and that its obligations  hereunder
                     are contingent on compliance  with  applicable  U.S. export
                     laws and  regulations  (including  the Arms Export  Control
                     Act,  as  amended,  and the  Export  Administration  Act of
                     1979).   The  transfer  of  certain   technical   data  and
                     commodities may require a license from the cognizant agency
                     of the United States Government and for written  assurances
                     by the Sponsor that the Sponsor will not re-export  data or
                     commodities  to certain  foreign  countries  without  prior
                     approval of the cognizant  government agency.  While M.I.T.
                     agrees to  cooperate  in  securing  any  license  which the
                     cognizant  agency deems  necessary in connection  with this
                     Agreement,  M.I.T. cannot guarantee that such licenses will
                     be granted.

              18.    ENTIRE   AGREEMENT.   Unless  otherwise   specified,   this
                     Agreement   and   its   Attachments   embody   the   entire
                     understanding  between  M.I.T.  and  the  Sponsor  for  the
                     Research, and any prior or contemporaneous representations,
                     either  oral  or  written,   are  hereby   superseded.   No
                     amendments or changes to this Agreement,  including without
                     limitation,   changes  in  the  statement  of  work,  total
                     estimated  cost,  and  period  of  performance,   shall  be
                     effective  unless made in writing and signed by  authorized
                     representatives of the parties.

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<PAGE>

      MASSACHUSETTS INTITUTE OF TECHNOLOGY            ALTAIR TECHNOLOGIES, INC.


      By: /s/  Thomas B. Duff                         By: /s/ Kenneth E. Lyon
      -------  --------------                         -----------------------
               Thomas B. Duff                                 Kenneth E. Lyon
      Title    Associate Director                     Title   President
               Office of Sponsored Programs

      Date     08/22/00                               Date     08/21/00

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                                  ATTACHMENT A


        Nanostructured Fuel Cell System for Direct Hydrocarbon Conversion

                A Proposal submitted to Altair Technologies, Inc.

                              Prof. Jackie Y. Ying
                       Department of Chemical Engineering
                      Massachusetts Institute of Technology
                      Room 66-544, 77 Massachusetts Avenue
                    Tel: (617) 253-2899, Fax: (617) 258-5766
                             E-Mail: iyying@mit.edu

         Solid-oxide  fuel  cell  systems  are  attractive  devices  capable  of
continuously  converting  hydrogen and oxygen to electricity and water. They are
composed of three major components: the cathode, the electrolyte, and the anode.
The cathode is  responsible  for  converting  the oxygen  supply to oxygen ions,
which would diffuse through the  electrolyte  material to react with hydrogen at
the anode.  The cathode material is typically a porous thin film of La1xSrxMnO3.
It is coated onto the electrolyte, a dense yttria-stabilized zirconia (YSZ) thin
film that has a high oxygen ionic  conductivity.  The anode is a porous membrane
of Ni-YSZ cermet, which has to be able to conduct electricity.

         Fuel  cell  systems  powered  by  hydrogen  present  a  great  deal  of
limitation. There is currently a lack of hydrogen fuel distribution network, and
hydrogen  storage or on-board  generation from hydrocarbon  reforming  processes
present  major  materials  and  engineering  challenges.  The idea of converting
hydrocarbon  fuels  directly  to generate  electrical  power has  recently  been
realized by advanced fuel cell design.  It provides a great deal of  flexibility
for the use of fuel cells in transportation and distributed-power applications.

         To   realize   the  full   potential   of  fuel  cells  in  the  direct
electrochemical  oxidation  of  hydrocarbons,  it is  critical  to  address  the
challenges  in  materials  design.  In the  conventional  fuel  cell  materials,
undesired  resistive  phases  such as  La2Zr2O7  and  SrZrO3  are  formed at the
electrolyte-cathode interface. This may be prevented by introducing ceria buffer
layers between thc electrolyte and the electrodes.  Ceria also provides for high
ionic  conductivity,  effectively  extending the reaction zone.  Another problem
with conventional  fuel cell materials is the use of Ni-YSZ as the anode,  which
gives rise to  significant  coking  problems  when fuels other than hydrogen are
used under dry  conditions.  This calls for the design of better anode catalytic
materials.

         This proposal seeks to tackle the major challenges currently present in
hydrocarbon-powered  fuel cells.  It focuses on the synthesis and fabrication of
superior anode arid cathode  materials,  and the integration of these structures
with the YSZ electrolyte with mechanical and thermal stability.  It will examine
Altair's stable porous  structures as the support  materials for the cathode and
anode catalysts.  Altair will supply these porous structures in conjunction with
the YSZ electrolyte  thin film, and we will deposit novel  nanostructured  anode
and cathode catalysts onto the porous supports.  It is anticipated that the high
porosity and thermal stability of the formed-in-place porous structures supplied
by Altair  would  provide  superior  dispersion  of anode and cathode  catalysts
compared to  conventional  porous  substrates.  This would allow us to take full
advantage of the novel  nanostructured  anode and cathode catalysts developed by
my laboratory to achieve improved hydrocarbon  conversions and oxygen adsorption
in fuel cell applications.
<PAGE>

         The proposed study will examine nanostructured fluorite-based oxides as
the anode materials. Systems, such as Cu-ceria, have been examined previously by
my group as redox  catalysts.  Like Ni-YSZ,  they  demonstrate  excellent oxygen
conductivity.   Ceria  further  possesses  variable  oxidation  states,  thereby
providing for superior oxygen storage capability and oxidation activity compared
to YSZ. Such  material,  ~specia~1y if processed as a  nanocrystallinc  material
with grain size of < 10 nm,  would  provide for superb  catalytic  activity  for
hydrocarbon  oxidation  without coking problems.  When dispersed with transition
metals and doped with alter-valcnt  elements,  these ceria-based  nanocomposites
should facilitate the electrochemical oxidation of hydrocarbons at substantially
low temperatures  and/or with  significantly  faster  kinetics.  We would screen
these new compositions in the catalytic oxidation of hydrocarbons.  The selected
materials  wilt  be  used  in the  fuel  cell  configuration  to  examine  their
efficiency and stability as the anode  catalysts,  and their effect on the power
density as a function of time and operating temperature.

         For the proposed research  program,  I suggest that Altair supplies two
types of porous supports in conjunction with the YSZ  electrolyte.  The first is
the  porous  rutile  system  that  has been  developed  with  excellent  thermal
stability.   It  will  be  coated  with  YSZ  and  deposited  with   ceria-based
nanocomposite  catalyst for use as the anode.  The second is a porous YSZ matrix
that may be developed with excellent conductivity and compatibility with the YSZ
electrolyte.  It will be deposited with ceria-based  nanocomposite  catalyst for
use as the anode. In both cases,  the cathode  material will be a porous support
(i-utile or YSZ) coated with a ceria buffer layer and deposited with Lai~Sr~MnO3
nanoparticles.  With the high  stability of Altair's  porous  substrates and the
high  activity  of our  nanocomposite  catalysts,  we should be able to generate
superior electrode materials for hydrocarbon-powered  fuel cell systems. The new
fuel cell devices will be tested for power generation  using methane,  methanol,
butane and octane in the proposed two-year research program.  Selected materials
from this program will be supplied to Altair for  long-term  fuel cell  studies.
Through   establishing   the   fundamental   relationships   between   materials
synthesis/characterization  and  catalytic/fuel-cell  testing,  novel  fuel cell
systems  would be achieved to provide for  excellent  fuel  flexibility,  lower.
temperature  operations,  high power density,  long-term thermal stability,  and
coking resistance.


                                                                  Jackie Y. Ying
Biographica1 Summary

         Jackie Y. Ying was raised in Singapore and New York, and graduated with
B.E. summa cum laude in Chemical Engineering from The Cooper Union in 1987. As a
AT&T Bell Laboratories Ph.D. Scholar at Princeton University, she began research
in materials  chemistry,  linking the  importance  of materials  processing  and
microstructure   with  the  tailoring  of  materials   surface   chemistry  arid
energetics. She pursued research in nanocrystalline materials with Prof. Herbert
Gleiter at the Institute  for New  Materials,  Saarbrucken,  Germany as NSF-NATO
Post-doctoral  Fellow and Alexander von Humboldt  Research  Fellow.  Since 1992,
Prof.  Ying  has  been on the  Chemical  Engineering  faculty  at  Massachusetts
Institute of  Technology,  and was promoted to Associate  Professor in 1996. She
currently holds the Raymond A. and Helen E. St. Laurent chair,  and her teaching
interests include chemical reaction engineering and heterogeneous catalysis.

         Prof. Ying's research is  interdisciplinary  in nature, with a theme in
synthesis of advanced  inorganic  structures for catalytic,  membrane,  ceramic,
biomaterial applications.  Her laboratory has been responsible for several novel
wet chemical and physical vapor synthesis approaches that create  nanostructured
materials with exceptional  size-dependent  characteristics.  In particular, the
engineering of surface  reactivity,  microstructure,  and thermal  stability for
nanocrystalline  and nanoporous systems has been the focus to target towards the
materials  needs in the efficient use of energy and  resources,  and the control
and  prevention of  environmental  pollution.  Prof.  Ying has authored over 110
articles  and   presented   numerous   invited   lectures  on  this  subject  at
<PAGE>

international  conferences.  She has been  recognized  with a number of research
awards,  including the American Ceramic Society Ross C. Purdy Award for the most
valuable contribution to the ceramic technical literature during 1993, David and
Lucite Packard  Fellowship,  Office of Naval Research Young Investigator  Award,
National  Science   Foundation  Young   Investigator   Award,   Camille  Dreyfus
Teacher--Scholar  Award,  Royal Academy of Engineering  ICI Faculty  Fellowship,
American  Chemical Society Faculty  Fellowship  Award in Solid-State  Chemistry,
University of Notre Dame Ernest W. Thiete  Lectureship,  TR100 Innovator  Award,
and American  Institute of Chemical Engineers (AIChE) Allan P. Colburn Award for
excellence in  publications.  She has actively  engaged her discipline  with the
frontiers  of  inorganic  materials as the  Materials  Engineering  and Sciences
Division  Director of the AIChE, and organized a Topical  Conference on Advanced
Ceramics Processing at the 5th World Congress of Chemical Engineering. She plays
a  leading  role in the  field of  nanostructured  materials,  chaired  the U.S.
Department  of  Energy  Workshop  on  Future  Research  Needs of  Nanofabricated
Materials  in  1994,  arid  organized  the  Third  International  Conference  on
Nanostructured  Materials  and the 2000  Engineering  Foundation  Conference  on
Processing and Properties of Nartostructured  Materials.  Prof. Ying is Advisory
Editor for  Molecular  and  Chemical  Sciences,  Editor for Advances in Chemical
Engineering,  and was Associate Editor for Nanosrructured  Materials; she serves
on  the   Editorial   Board  of   Jaw-nat  of  Porous   Materials,   Journal  of
Electroceramics,  Nanoparticle Science and Technology, and Journal of Metastable
and  Nanostructured  Materials.  She was a Guest Editor for Materials  Science &
Engineering  A,  NanastriActured  Materials,  A IC hE Journal,  and Chemistry of
Materials,  and  served on the Board of  Directors  of  Alexander  von  Humboldt
Association of America.
<PAGE>

                                  Attachment B

                         SPONSOR PROPRIETARY INFORMATION


If, in the performance of the Research,  the Principal  Investigator and members
of the M.I.T.  research  team  designated  by him/her  require and accept access
offered  by  Sponsor  to  certain   information   that  the  Sponsor   considers
proprietary,  the rights and  obligations  of the parties  with  respect to such
information are as follows:

               1.    PROPRIETARY   INFORMATION.   For  the   purposes   of  this
                     Agreement,  "Proprietary Information" refers to information
                     of any kind which is  disclosed  by  Sponsor to M.I.T.  and
                     which,   by   appropriate   marking,   is   identified   as
                     confidential  and  proprietary  at the time of  disclosure.
                     Sponsor shall identify written  Proprietary  Information as
                     confidential and proprietary by appropriate  marking at the
                     time  of   disclosure.   In  the  event  that   Proprietary
                     Information is provided visually or orally,  obligations of
                     confidentiality shall attach only to that information which
                     is identified as  confidential  and proprietary at the time
                     of  disclosure  and is  confirmed by the Sponsor in writing
                     within  twenty  (20)  working  days as being  confidential.
                     except that, in the course of intellectual exchange between
                     the Sponsor and  M.I.T.,  information  related to growth of
                     crystalline material from dense films and the incorporation
                     of chemical  dopants or chemical  controls in the growth of
                     crystalline  material  from dense films  provided  from the
                     Sponsor to M.I.T.  is to be treated  as  confidential.  The
                     Sponsor will endeavor to identify at the time of disclosure
                     such confidential information and to confirm the disclosure
                     in writing with twenty (20) days of its disclosure.

               2.    LIMITATIONS  ON  USE.   M.I.T.   shall  use  the  Sponsor's
                     Proprietary  Information  solely  for the  purposes  of the
                     Research.  It is  agreed  by  Sponsor  and  MIT.  that  the
                     disclosure  of   Proprietary   Information   shall  not  be
                     construed  as a grant of any right or license  with respect
                     to such information except as set forth herein or in a duly
                     executed license agreement.

               3.    CARE OF  PROPRIETARY  INPORMATION.  The  Sponsor and M.I.T.
                     agree  that all  Proprietary  Information  communicated  by
                     Sponsor and  accepted  by M.I.T.  in  connection  with this
                     Agreement shall be kept  confidential by M.I.T. as provided
                     herein  unless  specific  written  release is obtained from
                     Sponsor.  M.I.T.  agrees  to make  Proprietary  Information
                     available only to those  employees and students who require
                     access to it in thc  performance  of this  Agreement and to
                     inform them of the confidential nature of such information.
                     M.I.T.  shall exert  reasonable  efforts to  maintain  such
                     information  in  confidence  and to ensure that each M.I.T.
                     employee  or  student  is aware of and  acknowledges  their
                     obligations of confidentiality under this Agreement.

                     M.I.T.  shall be deemed to have  discharged its obligations
                     hereunder  provided MIT. has exercised the foregoing degree
                     of care and provided  further that MIT. shall  immediately,
                     upon discovery of any disclosure not authorized  hereunder,
                     notify  Sponsor  and take  reasonable  steps to prevent any
                     further disclosure or unauthorized use.

                      When the Proprietary Information is no longer required for
                      the purpose of this Agreement,  M.I.T.  shall return it or
                      dispose  of  it  as  directed  by  the  Sponsor.  M.I.T.'s
                      obligations of confidentiality with respect to Proprietary
                      Information provided under this Agreement will expire five
                      (5) years after the Effective Date of this Agreement.
<PAGE>


               4.    INFORMATION NOT COVERED. It is agreed by Sponsor and M.I.T.
                     that the above  obligations  of  confidentiality  shall not
                     attach to information which:

                     (a) is  publicly   available  prior  to  the  date  of  the
                         Agreement  or  becomes  publicly  available  thereafter
                         through no wrongful act of M.I.T.;

                     (b) was known to M.I.T.  prior to the date of disclosure or
                         becomes known to M.I.T.  thereafter  from a third party
                         having  an  apparent  bona Me  right  to  disclose  the
                         information;

                     (c) is disclosed by M.I.T.  in accordance with the terms of
                         the Sponsor's prior written approval;

                     (d) is disclosed by Sponsor without  restriction on further
                         disclosure;

                     (e) is independently  developed by M.I.T., as documented by
                         competent evidence;

                     (f) M.I.T. is obligated to produce  pursuant to an order of
                         a  court   of   competent   jurisdiction   or  a  valid
                         administrative or Congressional subpoena, provided that
                         M.I.T.  (a)  promptly  notifies  the  Sponsor  and  (b)
                         cooperates  reasonably  with the  Sponsor's  efforts to
                         contest or limit the scope of such order.
<PAGE>

                            JOINT INVENTION AGREEMENT


         This  Agreement is made and entered  into this ___ day of . 2000,  (the
         "EFFECTIVE  DATE")  by  and  between  thc  MASSACHUSETTS  INSITFUTE  OF
         TECHNOLOGY,   a  corporation   having  its   principal   office  at  77
         Massachusetts   Avenue,   Cambridge,    Massachusetts   02139,   U.S.A.
         (hereinafter  referred  to "MIT")  and  ALTALR  TECHNOLOGIES,  INC.,  a
         corporation  having its  principal  office at 204 Edison Way,  Reno, NV
         89502, U.S.A.. (hereinafter referred to as "ALTAIR.").

              WHEREAS,  MIT. and ALTAIR jointly own the invention referred to as
         M.I.T.  Case No.  ______  entitled" ," by Jackie Ying,  as described in
         ---------------------------------------------- the Invention Disclosure
         attached  as  Appendix A hereto  and the patent  application  entitled
         ___________________________  - U.S. Serial Number_________ (hereinafter
         "INVENTION"); and

              WHEREAS,  M.I.T.  and  ALTAIR  wish  to  patent  and  license  the
         INVENTION in the most  expeditious  manner for the public  benefit

              NOW,  THEREFORE,  in  consideration of the premises and the mutual
         covenants contained herein, the parties agree as follows:

              I. ALTA1R hereby  appoints M.I.T. as its exclusive agent to manage
         the patent filing, prosecution and maintenance of the INVENTION. ALTAIR
         will he copied on all patent  correspondence.  The prosecution.  filing
         and maintenance of all INVENTION  patent  applications and patents will
         be the primary responsibility of M.I.T.; provided, however, ALTAIR will
         have reasonable  opportunities to advise M.I.T. and will cooperate with
         M.I.T. in such prosecution, filing and maintenance.
              2.  ALTAIR and M.I.T.  shall each have the  unrestricted  right to
         license the INVENTION to third-parties  without accounting to the other
         party,  except  that  ALTAIR  shall be  entitled  to elect a license to
         M.I.T.'s  interest as  paragraph  11(B) of the August 1, 2000  Research
         Agreement ("RESEARCH AGREEMENT") provides. In the event M.I.T. licenses
         the  INVENTION  to a  third-party,  M.I.T will share with ALTAIR  fifty
         percent of any royalties  derived from the INVENTION  after  deducting:
         (1) unreimbursed expenses incurred in patent filing,  prosecution,  and
         maintenance for the INVENTION; and (2) a 15% administration fee.

              In the event  ALTAIR  licenses  the  INVENTION  to a  third-party,
         ALTAIR will share with M.I.T.  fifty percent of any  royalties  derived
         from the INVENTION after deducting:  (1) unreimbursed expenses incurred
         in the patent filing,  prosecution,  and maintenance for the INVENTION;
         and  (2)  a  15%  administration  fee.  M.I.T.  and  ALTAIR  will  each
         distribute   retained  royalties  to  all  named  inventors  per  their
         respective institution's inventor royalty-sharing policies.
<PAGE>

              3.A.   M.I.T.   and  ALTAIR  will  equally  share  all  reasonable
         out-of-pocket  expenses,  including  attorney's  fees,  incurred in the
         filing, prosecution, and maintenance of patent rights for the INVENTION
         in the (i)  United  States and (ii)  Patent  Cooperation  Treaty  (PCT)
         countries,  prior to entering the national phase, for foreign countries
         selected by M.I.T.  or the  licensee(s).  M.I.T.  and ALTAIR agree that
         reasonable license terms will include  reimbursement by the licensee of
         all United States and foreign  patenting  expenses.  M.I.T. will submit
         invoices for all such expenses  unreimbursed  by a  licensee(s),  which
         will be payable  by ALTAIR  within  sixty  (60) days  after  receipt of
         invoice.
              3.B. M.I.T.  will have no authority to enter into the PCT national
         phase  for any  country  without  agreement  by an  option  holder or a
         licensee to reimburse all expenses, except with the express approval of
         ALTAIR to share expenses.  In addition, in the event that either M.I.T.
         or  ALTAIR  wish to cease  prosecution  or  abandon  any of the  patent
         applications  or patents of the INVENTION or fail to pay their share of
         expenses pursuant to Paragraph 3.A.  (hereinafter  "ABANDONED RIGHTS"),
         such party will notify the other in writing.  The other party will have
         the right to  continue  prosecution  or  maintenance  of the  ABANDONED
         RIGHTS  at its  sole  discretion,  and  will  be  responsible  for  all
         out-of-pocket  expenses incurred after said  notification.  Thereafter,
         revenue  received  by  M.I.T.  will  continue  to  be  distributed  per
         Paragraph  4,  except  that the  abandoning  party will not receive its
         share for revenue associated with the ABANDONED RIGHTS.
              4. Any  payment,  notice or other  communication  pursuant to this
         Agreement shall be sufficiently made or given on the date of mailing if
         sent to such  party by  certified  first  class  mail,  return  receipt
         requested,  postage prepaid, addressed to it at its address below or as
         it shall designate by written notice given to the other party

                     In the case of MIT.:

                     Director
                     Technology Licensing Office
                     Massachusetts Institute of Technology
                     77 Massachusetts Avenue, Room NE25-230
                     Cambridge, Massachusetts 02139


                     In the case of ALTAIR:


              IN WITNESS WHEREOF,  the parties have duly executed this Agreement
         the day and year set forth below.


   MASSACHUSETTS INSTITUTE OF TECHNOLOGY              ALTAIR TECHNOLOGIES, INC.,
   By __________________________________     By ________________________________
   Name ________________________________     Name ______________________________
   Title _______________________________     Title _____________________________
   Date ________________________________     Date ______________________________
<PAGE>