Subcontract between the UNLV Research Foundation and Altair Nanomaterials,
      Inc.


     

    Exhibit
      10.1

    


    SUBCONTRACT
      #RF-05-HFS-003

    


    Between

    


    THE
      UNLV RESEARCH FOUNDATION

    Box
      452036

    Las
      Vegas, Nevada 89154-2036

    


    And

    


    ALTAIR
      NANOMATERIALS, INC.

    204
      Edison Way

    Reno,
      Nevada 89502

    


    This
      AGREEMENT, which will be known as SUBCONTRACT #RF-05-HFS-003, is by and between
      The UNLV Research Foundation, hereinafter referred to as UNLVRF and Altair
      Nanomaterials, Inc., 204 Edison Way, Reno, Nevada 89502, hereinafter referred
      to
      as SUBCONTRACTOR.

    


    WITNESSETH
      THAT

    


    WHEREAS,
      UNLVRF has been awarded Grant Number DE-FG36-03GO13063, Amendment A001, from
      the
      U.S. Department of Energy, Golden Field Office, for a project entitled “Hydrogen
      Filling Station; and

    


    WHEREAS,
      SUBCONTRACTOR was proposed and has been approved for substantial subcontracted
      effort under the above referenced Grant;

    


    NOW,
      THEREFORE, in consideration of the mutual covenants herein provided, the parties
      do agree as follows:

    


    ARTICLE
      1. SCOPE OF WORK

    


    SUBCONTRACTOR
      agrees to perform the work described in APPENDIX
      A, SCOPE OF WORK, incorporated
      herewith into this agreement. SUBCONTRACTOR shall neither assign, transfer,
      nor
      delegate any rights, obligations or duties under this Subcontract without prior
      written consent of UNLVRF. UNLVRF may withhold consent for any
      reason.

    


    ARTICLE
      2. KEY PERSONNEL

    


    UNLVRF:

    


    
      	
            	Technical
              -	
              Dr.
                Robert F. Boehm

            


    

    Technical
      Project Manager

    UNLV
      Center for Energy Research

    4505
      Maryland Parkway Box 454027

    Las
      Vegas, Nevada 89154-4027

    (702)
      895-4160

    boehm@me.unlv.edu

    


    
      	
            	Administrative
              -	
              Janice
                Wiedemann

            


    

    UNLV
      Research Foundation

    Box
      452036

    Las
      Vegas, Nevada 89154-2036

    (702)
      363-2294

    Janice@CarlsonInc.biz

    


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    
      	
            	Contractual
              -	
              Thomas
                F. Williams

            


    

    Executive
      Director

    UNLV
      Research Foundation

    Box
      452036

    Las
      Vegas, Nevada 89154-2036

    (702)
      939-4612

    Thomas.Williams@ccmail.nevada.edu

    


    SUBCONTRACTOR:

    


    
      	
            	Technical:	
              Mr.
                Bruce Sabacky 

            


    

    Altair
      Nanomaterials, Inc.

    204
      Edison Way

    Reno,
      Nevada 89502

    (775)
      858-3766

    bsabacky@altairinc.com

    


    
      	
            	Contractual:	
              Mr.
                Kenneth Lyon 

            


    

    Altair
      Nanomaterials, Inc.

    204
      Edison Way

    Reno,
      Nevada 89502

    (775)
      858-3742

    klyon@altairinc.com

    


    


    ARTICLE
      3. PERIOD OF PERFORMANCE

    


    This
      Subcontract shall be effective for the period October 1, 2004 through December
      31, 2005, unless extended by mutual agreement of the parties through an
      amendment to this Subcontract.

    


    ARTICLE
      4. TERMINATION

    


    Either
      party may, at any time during the period of this Subcontract, terminate this
      Agreement with or without cause, by giving thirty (30) days written notice.
      Notice should be sent by registered or certified mail. In the event of
      termination, the parties agree to negotiate, in good faith, the payment of
      any
      work completed prior to the date of Notice of Termination and the receipt of
      equipment, data, reports, or other deliverables.

    


    ARTICLE
      5. CONSIDERATION AND PAYMENT

    


    The
      total
      amount to perform the work identified in APPENDIX
      A, SCOPE OF WORK, is
      $500,000. The provisions of Grant DE-FG36-03GO13063 require at least 20%
      cost-sharing by the grantee. Therefore, UNLVRF will reimburse SUBCONTRACTOR
      for
      costs incurred in an amount not to exceed $400,000. SUBCONTRACTOR will
      cost-share the balance of estimated total project costs in an amount equaling
      at
      least $100,000 (refer to ARTICLE
      6, COST-SHARING CONTRIBUTIONS).

    


    APPENDIX
      B, BUDGET DETAIL, provides
      a detailed budget by Object Class Categories.

    


    Payment
      Method.
      UNLVRF
      shall reimburse SUBCONTRACTOR for incurred allowable expenses not more often
      than monthly. SUBCONTRACTOR’s standard invoice, and a summary progress report
      itemizing each task identified in APPENDIX
      A, SCOPE OF WORK, must
      be
      submitted when requesting payment. SUBCONTRACTOR’S invoice must include
      Subcontract number, current and cumulative costs, and a certification as to
      its
      truth and accuracy. The invoice should also report on the amount and type of
      SUBCONTRACTOR’S cost share that was expended each month. Payment requests that
      do not follow the above guidelines shall be returned to the SUBCONTRACTOR.
      Payments will be made within thirty days of receipt of payment requests. Payment
      requests and/or any questions concerning payments should be directed
      to:

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    Elizabeth
      Dickson, Chief Financial Officer

    UNLV
      Research Foundation

    Box
      452036

    Las
      Vegas, Nevada 89154-2036

    (702)
      939-4616

    Elizabeth.Dickson@ccmail.nevada.edu

    


    ARTICLE
      6. COST-SHARING CONTRIBUTIONS

    


    SUBCONTRACTOR
      shall share in all allowable and allocable costs resulting from the work
      performed under this Subcontract. All cost sharing, including cash and third
      party in-kind contributions, must be verifiable from the SUBCONTRACTOR’S
      records. Special terms and conditions applicable to cost sharing can be found
      at
      10 CFR 600.224. 

    


    Any
      cost
      sharing shall defray only the allowable costs of the project in accordance
      with
      the statutes, regulations, applicable cost principles, and other terms and
      conditions cited herein. UNLVRF shall not share any costs above and beyond
      the
      amounts obligated in this Subcontract.

    


    ARTICLE
      7. REPORTING REQUIREMENTS

    


    SUBCONTRACTOR
      shall provide technical and financial reporting in accordance with the
      requirements and instructions set forth in APPENDIX
      C, REPORTING REQUIREMENTS. Failure
      to comply with the reporting requirements will be considered a material
      noncompliance with the terms of this Subcontract. Noncompliance may result
      in
      the withholding of future payments, the suspension or termination of this
      Subcontract, and/or the withholding of future agreements. 

    


    A
      willful
      failure to perform, a history of failure to perform, or unsatisfactory
      performance of this Subcontract and/or other contractual documents, may also
      result in a debarment action to preclude future agreements.

    


    ARTICLE
      8. INDEPENDENT CONTRACTOR

    


    For
      purposes of this Subcontract, SUBCONTRACTOR and its employees shall be
      classified as an “Independent Contractor” and not as employees of
      UNLVRF.

    


    ARTICLE
      9. SUBCONTRACT MONITORING REQUIREMENT

    


    Under
      the
      provisions of OMB Circular A-133, UNLVRF is required to monitor federally funded
      subcontractor activities. SUBCONTRACTOR must assure UNLVRF that it complies
      with
      applicable OMB circulars and that it will notify UNLVRF of completion of
      required audits and of any adverse findings which impact this Subcontract.
      Relevant OMB Circulars are available at: http://www.whitehouse.gov/omb/circulars/

    


    ARTICLE
      10. PUBLIC DISCLOSURE

    


    SUBCONTRACTOR
      shall not make publicity releases in connection with this Subcontract without
      prior review and approval of the UNLVRF. This does not include routine
      announcements of awards or research results in research publications. Proposed
      publicity releases shall be submitted to the UNLVRF Project Manager for such
      review and approval.

    


    ARTICLE
      11. AGREEMENT TO TERMS AND CONDITIONS

    


    Flow-down
      provisions required under the special and general provisions of Grant
      DE-FG36-03GO13063 or required under standard federal regulations shall apply
      to
      this Subcontract. Terms and conditions applicable to SUBCONTRACTOR are covered
      in APPENDIX
      D, SPECIAL TERMS AND CONDITIONS. Within
      these flow-down provisions, references to “Recipient” shall be understood to
      apply to SUBCONTRACTOR, and references to DOE shall be understood to apply
      to
      UNLVRF. References to “Technical Officer” and “Contracting Officer” shall be
      understood to mean the UNLVRF Key Personnel listed in ARTICLE
      2
      of this
      Subcontract. APPENDIX
      E includes
      the applicable intellectual property reference information. 

    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    ARTICLE
      12. SEVERABILITY

    


    In
      the
      event any one or more of the provisions of this Subcontract shall, for any
      reason, be held to be invalid, illegal, or unenforceable, then notwithstanding
      such provision, the remainder of this Subcontract shall remain in full force
      and
      effect, and such term or provision shall be deemed stricken.

    


    ARTICLE
      13. APPLICABLE LAW

    


    SUBCONTRACTOR
      agrees to comply with all relevant local, state, and federal statutes and
      regulations. This Subcontract shall be governed exclusively by the laws of
      the
      State of Nevada.

    


    ARTICLE
      14. INDEMNIFICATION

    


    SUBCONTRACTOR
      hereby acknowledges that UNLVRF is a separate nonprofit, educational and
      charitable corporate entity. It does not have the power to pledge State of
      Nevada and or the University of Nevada, Las Vegas (UNLV) funds or credit.
      Further, the State of Nevada and/or UNLV cannot assume any debts of UNLVRF.
      Each
      party to this Subcontract shall bear responsibility for its own negligent acts
      to the extent allowed by law.

    


    ARTICLE
      15. FORCE MAJEURE

    


    Neither
      party shall be responsible to the other for failure to perform any of the
      obligations imposed by this Subcontract, 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, government interference, civil commotion, riot, war, strikes, labor
      disturbance, transportation difficulties, labor shortage or any cause beyond
      its
      reasonable control.

    


    ARTICLE
      16. ENTIRE AGREEMENT

    


    This
      Subcontract, together with all attachments, exhibits and other appendixes
      hereto, constitutes the entire agreement between the parties and supersedes
      all
      previous agreements with respect to the subject matter hereof.

    


    IN
      WITNESSETH THEREOF

    


    The
      parties have executed this SUBCONTRACT #RF-05-HFS- 003:

    


    
      	 	
              (1)

            	
              ALTAIR
                NANOMATERIALS, INC.

            


    

    


    


    By:_________________________________Date:______________

    Name:
      (printed)

    Title:

    


    
      	 	
              (2)

            	
              THE
                UNLV RESEARCH FOUNDATION

            


    

    


    


    By:_________________________________Date:_______________

    Thomas
      F.
      Williams, Executive Director

     

    
 

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    


    APPENDIX
      A

    


    


    UNLV
      Research Foundation Subcontract #RF-05-HFS-003 

    


    


    HYDROGEN
      FILLING STATION

    


    ALTAIR
      NANOMATERIALS, INC.

    


    SCOPE
      OF WORK

    


    


    The
      work
      product under this grant and described in the following objectives will be
      performed as a joint effort between Altair Nanomaterials, Inc. and Hydrogen
      Solar. 

    


    ALTAIR
      SCOPE OF WORK

    


    Altair’s
      scope of work for the one year duration of the project will focus on development
      of an iron oxide coating for the front cell anodic electrode of the H-Solar’s
      Tandem Cell. The development program will encompass the following primary
      points:

    


    Task
      I-1

    
      	 	
              ·

            	
              Determination
                and selection of a synthesis route for nano-scale Fe oxide (20-100
                nm)

            


    

    
      	 	
              ·

            	
              Testing
                of the Fe oxide coatings for photocatalytic activity (PCA) using
                solar
                simulation test equipment and other characterizations
                

            


    

    
      	 	
              ·

            	
              Optimization
                of the PCA of the Fe oxide coating through doping, coating, particle
                morphology adjustment, etc.

            


    

     

    Task
      I-2

    
      	 	
              ·

            	
              Development
                of a deposition technique for applying the Fe oxide to both conducting
                glass and conducting polymer
                substrates.

            


    

    
      	 	
              ·

            	
              Testing
                of the Fe oxide coatings for electrolyte
                compatibility

            


    

    


    


    


    
      
        

      



    


    Task
      I-1

    


    The
      initial portion of the program will concentrate on the synthesis of nanometer
      scale Fe oxide. This effort will consist of:

    


    
      	 	
              ·

            	
              Survey
                of literature addressing Fe oxide
                synthesis

            


    

    
      	 	
              ·

            	
              Survey
                of commercially available nano-sized Fe
                oxides

            


    

    
      	 	
              ·

            	
              Studies
                of selected one-stage and two-stage solution pyrolysis processes
                for
                synthesis of Fe oxides

            


    

    
      	 	
              ·

            	
              Studies
                of selected low-temperature synthesis routes, including hydrothermal
                processing routes, and sol-gel processing of heterometal alkoxide
                precursors.

            


    

    


    To
      evaluate each of the oxides generated by whatever method, test cells will be
      fabricated according the techniques already developed by Hydrogen Solar.
      Transfer from H-Solar to Altair of the required laboratory “know-how” for making
      the test cells must occur to maintain efficiency in the progress of the program.
      Once satisfactory test cells are made, evaluation of materials will be performed
      in “round robin” fashion, using solar simulator equipment at Altair and at H-S
      and then at “third party” laboratories.

    


    In
      the
      evaluation of each source of Fe oxide, a means to dope the oxide will be
      developed and then used to study a range of appropriate doping elements and
      doping element concentrations.

    


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    Task
      I-2

    


    Once
      an
      optimal group of Fe oxides is identified through variation of particle size
      ,
      morphology and coating, and doping type and concentration, a deposition
      technique for applying the oxide in thin film on a conductive substrate will
      be
      developed. Both conductive glass and conductive polymers will be used as
      substrates. And again, this portion of the development program will build upon
      whatever deposition techniques have already been developed by H-Solar.


    


    It
      is
      tempting to consider each of the above sections of the development program
      as
      occurring in series, with the synthesis route developed first, followed by
      doping strategies, and finally the deposition of the doped oxide on a substrate.
      And for practical reasons this is how the program will probably unfold. It
      is
      necessary, however, to be aware that each area of development impacts on other
      areas all the way downstream. Selection of an oxide synthesis route will
      impacted by the type and concentration of a desired dopant. And likewise, the
      selection of an oxide type and dopant will have to be considered in light of
      compatibility with the cell electrolyte and deposition technique. 

     

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    APPENDIX
      B

    


    


    UNLV
      Research Foundation Subcontract #RF-05-HFS-003

    


    


    HYDROGEN
      FILLING STATION

    


    


    ALTAIR
      NANOMATERIALS, INC.

    


    


    BUDGET
      DETAIL

     

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    


    
      	
              DOE
                F4600.4 10-9-82

            	
               

            	
              U.
                S. Department of Energy

            	
               

            	
               

            	
               

            	
               

            	
              OMB
                Control No. 1910-0400

            
	
              Replaces
                EIA- 459c All other Editions are Obosolete

            	
               

            	
              Federal
                Assistance Budget Information

            	
               

            	
               

            	
               

            	
               

            	
               

            
	 	 	
               OMB
                Budget Disclosure Statement

            	 	 	 	 	 
	
              Public
                reporting burder for this colection of information is estimated to
                average
                1.87 hours per response, including the time for reviewing

            	
               

            	
               

            
	
              instructions,
                searching existing data sources, gathering and maintaining the data
                needed, and completing and reviewing the collection of
                information.

            
	
              Send
                comments regarding this burden estimate or any other aspect of this
                collection of information, including suggestions for reducing this
                burden,
                to

            
	
              Office
                of Information Resources Management, AD-241.2 - GTN. Paperwork Reduction
                Project (1910-0400), U.S. Department of Energy, 1000

            	
               

            
	
              Independence
                Avenue, S.W. , Washington, DC 20585; and to the Office of Management
                and
                Budget (OMB), Paperwork Reduction Project (1910-0400)

            
	
              Washington,
                DC 20503.

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            
	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            
	
              1.
                Program/Project Identification No.

            	
               

            	
              2.
                Program/Project Title

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            
	 	 	 	 	 	 	 	 	 	 	 
	
              DE-FG36-03GO13063
                - Subcontract

            	
               

            	
              Hydrogen
                filling station

            
	
              3.
                Name and Address

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
              4.
                Program/Project Start Date

            
	
              University
                of Nevada, Las Vegas Research Foundation

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
              10/1/2004

            	
               

            
	
              Box
                451037

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
              5.
                Completion Date

            
	
              Las
                Vegas, NV 89154-1037

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
              12/31/2004

            	
               

            
	
              SECTION
                A - BUDGET SUMMARY

            
	
               

            
	 Grant
              Program	 	
               Estimated
                Unobligated Funds

            	 	
               New
                or Revised Budget

            
	
              Function

            	
              Federal

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            
	
              or
                Activity

            	
              Catalog
                No.

            	
              Federal

            	
              Non-Federal

            	
              Federal

            	
              Altair

            	
              Total

            
	
              (a)

            	
              (b)

            	
              (c)

            	
              (d)

            	
              (e)

            	
              (f)

            	
              (g)

            
	
              DE-FG36-03GO13063
                - Subcontract

            	
              81.087

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
              $400,000
                

            	
              $100,000
                

            	
               

            	
              $500,000
                

            
	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            
	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            
	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            
	
              5.
                TOTALS

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
              $400,000
                

            	
               

            	
               

            	
              $100,000
                

            	
               

            	
               

            	
              $500,000
                

            
	
              SECTION
                B - BUDGET CATEGORIES

            
	
               

            	
               

            	
              Grant
                Program, Function or Activity

            	
               

            	
              Total

            
	
              6.
                Object Class Categories

            	
              Federal

            	 	
              Altair

            	
              (3)

            	
              (4)

            	
               

            	
              (5)

            
	
              a.
                Personnel

            	
               

            	
              $73,462
                

            	
               

            	
              $18,365
                

            	
               

            	
              $0
                

            	
               

            	
               

            	
              $0
                

            	
               

            	
               

            	
              $91,827
                

            
	
              b.
                Fringe Benefits

            	
               

            	
              $28,136
                

            	
               

            	
              $7,034
                

            	
               

            	
              $0
                

            	
               

            	
               

            	
              $0
                

            	
               

            	
               

            	
              $35,170
                

            
	
              c.
                Travel

            	
               

            	
              $4,920
                

            	
               

            	
              $1,230
                

            	
               

            	
              $0
                

            	
               

            	
               

            	
              $0
                

            	
               

            	
               

            	
              $6,150
                

            
	
              d.
                Equipment

            	
               

            	
              $112,000
                

            	
               

            	
              $28,000
                

            	
               

            	
              $0
                

            	
               

            	
               

            	
              $0
                

            	
               

            	
               

            	
              $140,000
                

            
	
              e.
                Supplies

            	
               

            	
              $20,000
                

            	
               

            	
              $5,000
                

            	
               

            	
              $0
                

            	
               

            	
               

            	
              $0
                

            	
               

            	
               

            	
              $25,000
                

            
	
              f.
                Contractual

            	
               

            	
              $0
                

            	
               

            	
              $0
                

            	
               

            	
              $0
                

            	
               

            	
               

            	
              $0
                

            	
               

            	
               

            	
              $0
                

            
	
              g.
                Construction

            	
               

            	
              $0
                

            	
               

            	
              $0
                

            	
               

            	
              $0
                

            	
               

            	
               

            	
              $0
                

            	
               

            	
               

            	
              $0
                

            
	
              h.
                Other

            	
               

            	
              $0
                

            	
               

            	
              $0
                

            	
               

            	
              $0
                

            	
               

            	
               

            	
              $0
                

            	
               

            	
               

            	
              $0
                

            
	
              i.
                Total Direct Charges

            	
               

            	
              $238,518
                

            	
               

            	
              $59,629
                

            	
               

            	
              $0
                

            	
               

            	
               

            	
              $0
                

            	
               

            	
               

            	
              $298,147
                

            
	
              j.
                Indirect Charges

            	
               

            	
              $161,482
                

            	
               

            	
              $40,370
                

            	
               

            	
              $0
                

            	
               

            	
               

            	
              $0
                

            	
               

            	
               

            	
              $201,852
                

            
	
              k.
                TOTALS

            	
               

            	
              $400,000
                

            	
               

            	
              $100,000
                

            	
               

            	
              $0
                

            	
               

            	
               

            	
              $0
                

            	
               

            	
               

            	
              $500,000
                

            
	
              7.
                Program Income

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            	
               

            


    

     

    
 

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    APPENDIX
      C

    


    


    UNLV
      Research Foundation Subcontract #RF-05-HFS-003

    


    


    HYDROGEN
      FILLING STATION

    


    


    ALTAIR
      NANOMATERIALS, INC.

    


    


    REPORTING
      REQUIREMENTS

    


    


    


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    UNLV
      RESEARCH FOUNDATION

    SUBCONTRACT
      # RF-05-HFS-003

    ALTAIR
      NANOMATERIALS, INC.

    HYDROGEN
      FILLING STATION

    REPORTING
      REQUIREMENTS

     

    
      
        	
                Reporting
                  Requirement

              	
                Frequency

              	
                No.
                  of Copies

              
	
                Management
                  Reporting

                1. Technical/Budget
                  Accomplishment Report1

                2. Special
                  Status Report2

                 

                Scientific/Technical
                  Reporting

                (Reports/Products
                  must be submitted with appropriate 

                DOE
                  F 241. DOE 241 forms are available at www.osti.gov/elink.)

                1. Final
                  Scientific/Technical Report (Form DOE F 241.3)3

                 

                Financial
                  Reporting

                1.
                  SF-269 Financial Status Report4

                 

                Closeout
                  Reporting

                1. Final
                  Invention and Patent Report5

                2. Property
                  Certification4

                 

                Other
                  Reporting

                1.
                  Other6

                 

                 

              	
                 

                Monthly

                As
                  required

                 

                 

                 

                 

                 

                See
                  Footnote

                 

                 

                See
                  Footnote

                 

                 

                See
                  Footnote

                See
                  Footnote

                 

                 

                See
                  Footnote

              	
                 

                3

                2

                 

                 

                 

                 

              


      

      
 

    

    APPENDIX
      D

    


    


    UNLV
      Research Foundation Subcontract #RF-05-HFS-003

     

    
      
        

      

    

    
      1
        Monthly
        reports should summarize technical progress against tasks and milestones
        and
        provide a budget accomplishment report (actual expenditures vs. budget plan).
        The report should be submitted NLT the 5th
        of the
        month for the previous month’s activities to the UNLVRF Management/Contractual
        point of contact.

      2
        Provides
        notice of problems, delays, or adverse conditions which materially impair
        the
        awardee’s ability to meet the objectives of the award or developments that have
        a significant favorable impact on the project. The report must include the
        remedial action to be taken to correct or resolve any problem or adverse
        condition.

      3
        This
        form and instructions are available on E-link. If there is any patentable
        material, protected data, or SBIR/STTR data in the report, the recipient
        must,
        consistent with the data protection provisions of the grant, clearly identify
        patentable or protected data on each page of the report, identify such material
        on the cover of the report, and mark the appropriate blocks in Section K
        of the
        DOE F 241.3. Reports must not contain any proprietary data (limited rights
        data), classified information, information subject to export control
        classification, or other information not subject to release. Protected data
        is
        specific technical data, first produced in the performance of the award that
        is
        protected from public release for a period of time by the terms of the award
        agreement.

      4
        Monthly
        financial reports are to be submitted to the Project Manager showing federal
        and
        non federal funds spent in each budget category for the month with cumulative
        balances from the start of the subcontract, the format of which will be decided
        upon by the Project Manager and the subcontractor.

      5
        Patent
        certification (OMB No. 1902-0121) and Financial Assistance Property
        Certification (AA-88) are required. UNLVRF will provide detailed closeout
        reporting instructions, including appropriate forms, to the contractor by
        letter
        upon award expiration.

      6
        Three
        copies of reports, reprints, conference papers, etc. must be submitted to
        UNLVRF
        for submittal to DOE as soon as possible after the event occurs (10 CFR
        605.19(a) (3)). 

    

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    


    HYDROGEN
      FILLING STATION

    


    


    ALTAIR
      NANOMATERIALS, INC.

    


    


    SPECIAL
      TERMS & CONDITIONS

    


    


    Award
      # DE-FG36-03GO13063

    


    SPECIAL
      TERMS AND CONDITIONS

    


    
      	 	
              1.

            	
              EXPLANATION
                OF AWARD CONTENTS

            


    

    


    These
      special terms and conditions neither restate all of the provisions of the
      applicable statutes and regulations, nor represent an exhaustive listing of
      all
      requirements applicable to this award. Rather, they are emphasized by inclusion
      here because (1) they are invoked with high frequency or (2) their violation
      is
      a matter of serious concern. In addition to the provisions of this appendix,
      the
      sections listed below of 10 Code of Federal Regulations (CFR) 600 are
      specifically emphasized:

    


    10
      CFR
      600.3, Definitions

    10
      CFR
      600, 26, Funding

    10
      CFR
      600,121, Standards for Financial Management Systems

    10
      CFR
      600.125, Revision of Budget and Program Plans

    10
      CFR
      600.127, Allowable Costs

    


    10
      CFR
      600 can be found at:

    


    http://www.access.gpo.gov/nara/cfr/waisidx_00/10cfr600_00.html

    


    
      	 	
              2.

            	
              ORDER
                OF PRECEDENCE

            


    

    


    Any
      inconsistency in this award shall be resolved by giving precedence in the
      following order: (1) statutory provisions; (2) 10 CFR Part 600 and any other
      applicable Subpart Program Rule(s), Executive Orders and applicable OMB Circular
      provisions; (3) DOE F 4600.1, NFAA and all its attachments; and (4) the UNLVRF
      application.

    


    
      	 	
              3.

            	
              PAYMENT
                PROVISIONS

            


    

    


    The
      [DOE]
      Contracting Officer may have vouchers and statements of costs, which are
      recorded against this award, verified at any time prior to the end of the
      required retention period for award records. These cost verification reviews
      may
      cover all costs recorded or any portion thereof as determined by the Contracting
      Officer. Each payment shall be subject to reduction of amounts in the related
      invoice or voucher, which are found by the Contracting Officer, on the basis
      of
      audit, not to constitute allowable costs. If a final audit of costs has not
      been
      performed prior to close out of the award, DOE or its successor agency shall
      have the right to recover an appropriate amount after fully considering the
      recommendations on disallowed costs resulting from the final audit when
      conducted.

    


    
      	 	
              4.

            	
              STATEMENT
                OF FEDERAL STEWARDSHIP

            


    

    


    DOE
      will
      exercise normal Federal stewardship in overseeing the program activities
      performed under this grant. These activities will include, but are not limited
      to, conducting site visits; reviewing performance and financial reports;
      temporary intervention in unusual circumstances to correct deficiencies which
      develop during a project; ascertaining compliance with terms and conditions;
      and
      reviewing technical performance after project completion to insure that the
      grant’s objectives are accomplished.

    


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    
      	 	
              5.

            	
              PROJECT
                SITE ACCESS

            


    

    


    At
      the
      request of the Contracting Officer or Project Officer, the Recipient shall
      provide Government officials and interested members of the public as determined
      by DOE, with access to the project site to observe project operations, except
      where access must be limited due to valid safety or security concerns. Requests
      for access shall be submitted in a reasonable amount of time in
      advance.

    


    The
      Recipient shall provide access at reasonable times and within reasonable
      limitations on the number of people during each visit.

    


    Access
      for the interested members of the public may generally be restricted to certain
      areas such that proprietary information and expertise is not compromised. The
      Recipient shall have access approval rights but shall not unreasonably withhold
      such approval.

    


    
      	 	
              6.

            	
              LOBBYING
                RESTRICTIONS

            


    

    


    The
      Recipient agrees that none of the funds obligated on this award shall be
      expended, directly or indirectly, to influence Congressional action on any
      legislation or appropriation matters pending before Congress, other than to
      communicate to members of Congress as described in 18 U.S.C. 1913. This
      restriction is in addition to those prescribed elsewhere in statute and
      regulation.

    


    
      	 	
              7.

            	
              PUBLIC
                ACCESS TO INFORMATION

            


    

    


    The
      Recipient recognizes that any documents it submits to DOE under this award
      are
      subject to public disclosures under the Freedom of Information Act (“Act”), as
      amended, and the DOE Implementing Regulations (10 CFR 1004). The Act requires
      public access to information in DOE’s possession, unless that information is
      protected under an exemption to the Act and does not require Recipients, their
      sub-recipients or their contractors to permit public access to their records.
      An
      exemption to the Act protects confidential or proprietary, commercial
      information, personnel information, financial information and trade secrets
      submitted by the Recipient provided that such information has not previously
      been made available to the public. Prior to responding to a request for the
      Recipient’s information in the possession of DOE, DOE will obtain the
      Recipient’s opinions on whether the information should be exempted.

    


    
      	 	
              8.

            	
              ACKNOWLEDGMENT
                OF DOE SUPPORT IN ANY PUBLICATIONS

            


    

    


    Publication
      of the results of this award is encouraged subject to any applicable
      restrictions in 10 CFR 600.27 (Patents and Data Provisions). Any article
      published shall include an acknowledgment that the research was supported,
      in
      whole or in part, by a DOE award (with award number) and a statement that such
      support does not constitute an endorsement by DOE of the views expressed in
      this
      article.

    


    
      	 	
              9.

            	
              FOREIGN
                TRAVEL REQUIREMENTS

            


    

    


    Foreign
      travel is any travel outside Canada and the United States and its territories
      and possessions or for Recipients located in another country, travel outside
      that country. The International Air Transportation Fair Competitive Practices
      Act of 1973 (49 U.S.C. 1517) (Fly America Act) requires Federal Recipients
      to
      use U.S. Flag carriers for Government-financed international air travel to
      the
      extent these carriers are available. A Recipient contemplating the use of
      non-U.S. flag carriers shall consult with the Specialist [UNLVRF Project
      Manager] prior to the trip.

    


    
      	 	
              10.

            	
              LIABILITIES
                AND LOSSES

            


    

    


    Except
      as
      provided in the Federal Tort Claims Act, DOE assumes no responsibility with
      respect to any damages or loss arising out of any activities undertaken with
      the
      financial support of this award. DOE and the Recipient make no express or
      implied warranty as to the conditions of the research, or any intellectual
      property, or products made or developed under this award, or the ownership,
      merchantability or fitness for a particular purpose of the research or resulting
      product.

    


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    
      	 	
              11.

            	
              PERMITS
                AND RESPONSIBILITIES

            


    

    


    The
      Recipient shall be responsible for obtaining any necessary licenses and/or
      permits and for complying with applicable Federal, state and municipal laws,
      codes, and regulations in connection with the execution of the work hereunder.
      The Recipient shall take proper safety and health precautions to protect the
      workers, the public, the environment, and property.

    


    
      	 	
              12.

            	
              AMERICAN-MADE
                EQUIPMENT AND PRODUCTS

            


    

    


    It
      is the
      sense of the Congress that, to the greatest extent practicable, all equipment
      and products purchased with funds made available under this award should be
      American-made.

    


    
      	 	
              13.

            	
              NOTICE
                REGARDING UNALLOWABLE COSTS AND LOBBYING
                ACTIVITIES

            


    

    


    Recipients
      are cautioned to carefully review the allowable cost and other provisions
      applicable to expenditures under this award. If funds are spent for purposes
      or
      in amounts inconsistent with the allowable cost principles or any other
      provisions governing expenditures DOE may pursue a number of remedies against
      the Recipient, including, in appropriate circumstances, recovery of such funds,
      termination of the award, suspension or debarment of the Recipient from future
      awards, and criminal prosecution for false statements.

    


    Particular
      care should be taken by the Recipient to comply with the provisions prohibiting
      the expenditure of funds for lobbying and related activities. This award may
      be
      used to describe and to encourage or support political activities such as the
      collection and dissemination of information related to potential, planned or
      pending legislation.

    


    
      	 	
              14.

            	
              INSOLVENCY,
                BANKRUPTCY OR RECEIVERSHIP

            


    

    


    The
      Recipient shall immediately notify DOE of: (i) its intent to, or its parent’s
      intent to, institute a voluntary case seeking liquidation or reorganization
      under the Bankruptcy Act; (ii) its consent to the institution of an involuntary
      case under the Bankruptcy Act against it; (iii) the filing of any similar
      proceeding for or against the Recipient or its parent, or its consent to, the
      dissolution, winding-up, or readjustment of Recipient’s debts, appointment of a
      receiver, conservator, trustee, or other officer with similar powers over the
      Recipient, under any other applicable state or Federal law; or (iv) the
      insolvency of the Recipient due to its inability to pay its debts generally
      as
      they become due.

    


    DOE
      can
      unilaterally suspend payments under this Award, or if determined necessary,
      can
      unilaterally terminate this Award if reasonable cause exists for DOE to believe
      that the Recipient is insolvent due to facts which indicate the Recipient is
      unable to pay its obligations as they mature in the ordinary course of business,
      or if the Recipient, its parent, or creditors of the recipient, files a petition
      in bankruptcy against it, or if a court of competent jurisdiction appoints
      a
      receiver, trustee, liquidator or conservator with control over the business
      affairs of the recipient. In such instances, DOE may terminate the award in
      whole or in part, or suspend payments, if it is determined in the best interests
      of DOE to do so.

    


    


    INCORPORATED
      BY REFERENCE:

    


    10
      CFR 600, DOE Financial Assistance Rules

    OMB
      Circular A-133, Audits of States, Local Governments, and Non-Profit


    Organizations

    DOE
      Order 241.1, Scientific and Technical Information

    DOE
      Order 241.1-1, Guide to the Management of Scientific and Technical
      Information

    


    


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    


    APPENDIX
      E

    


    


    UNLV
      Research Foundation Subcontract #RF-05-HFS-001

    


    


    HYDROGEN
      FILLING STATION

    


    ALTAIR
      NANOMATERIALS, INC.

    


    


    INTELLECTUAL
      PROPERTY

    


    


    


    Intellectual
      Property Provisions (GNP-1003)

    Grant
      and Cooperative Agreements

    Research,
      Development, or Demonstration

    Nonprofit
      Organizations

    


    


    


    Nonprofit
      organizations are subject to the intellectual property requirements at 10 CFR
      600.13:

    


    (http://www1.pr.doe.gov/f600a27.html
      and
http://www1.pr.doe.gov/f600b136.html)

    


    


    The
      patent provisions of this agreement cover all inventions made (reduced to
      practice for the first time) or conceived in the course of, or under, this
      Subcontract. Any such inventions should be reported directly to:

    


    Intellectual
      Property Law Division

    U.S.
      Department of Energy

    Chicago
      Operations Office

    9800
      S.
      Cass Avenue

    Argonne,
      IL 60439

    (630)
      252-2166

    


    A
      written
      disclosure of each invention must be forwarded to DOE’s Chicago Operations
      Office within two months after the inventor discloses the invention to the
      SUBCONTRACTOR. SUBCONTRACTOR is further required to promptly notify DOE’s
      Chicago Operations Office of the acceptance of any manuscript describing the
      invention for publication or of any on sale or public use planned for the
      invention.

    


    If
      the
      SUBCONTRACTOR decides to retain title under the subcontract, SUBCONTRACTOR
      must
      notify the DOE’s Chicago Operations Office of its election to retain title
      within two years of disclosing the invention to DOE, but, in any event, at
      least
      sixty (60) days prior to the end of the one-year statutory period initiated
      by
      publication, on sale, or public use.

     

     

    14