Exhibit 10.2



                       CONFIDENTIAL TREATMENT REQUESTED

***Certain  portions of this  exhibit  have been  omitted and marked with "***".
Copies of this  exhibit  containing  the  omitted  information  have been  filed
separately with the SEC pursuant to the Company's  Application for  Confidential
Treatment under Rule 24b-2 under the Securities Exchange Act of 1934.



              LICENSE AGREEMENT FOR ALTAIR TiO2 PIGMENT TECHNOLOGY
                                     BETWEEN
            ALTAIR NANOTECHNOLOGIES, INC., ALTAIR NANOMATERIALS, INC.
                           AND WESTERN OIL SANDS INC.

         THIS LICENSE AGREEMENT (this  "Agreement") is entered into effective as
of this 23 day of January,  2004 (the "Effective  Date"),  by and between Altair
Nanotechnologies, Inc., a Canadian corporation and Altair Nanomaterials, Inc., a
Nevada  corporation  (collectively,  "Altair")  and Western  Oil Sands Inc.,  an
Alberta corporation ("Western").

         WHEREAS  Western  would  like  to  develop  business  opportunities  by
capitalising  on the  concentrations  of titanium and zirconium in certain heavy
mineral deposits;

         WHEREAS  Altair has a proprietary  process that extracts Ti values from
ilmenite  ore to produce  pigment  grade TiO2 and  currently  possesses  certain
hydrometallurgical,    mineral   processing,   mineralogical,   and   analytical
capabilities  required to optimise  heavy mineral  recoveries  from a variety of
mineral  resources  and to recover  titanium and other metals from heavy mineral
concentrates;

         WHEREAS  Western is interested in evaluating and licensing the AHPP for
the purpose of applying it to heavy minerals  contained in oil sands,  tar sands
and other heavy oil and mineral deposits;

         WHEREAS  Altair  would like to provide  certain  technical  services to
Western for the evaluation,  and possibly the development and  commercialisation
of, the AHPP; and

         WHEREAS  Western would like to take  licenses  from Altair,  and Altair
desires  to  grant  Western  licenses,  of  Altair's  intellectual  property  to
evaluate,  develop,  and  commercialise  the AHPP,  all in  accordance  with and
subject to the terms and conditions set forth herein.

         NOW THEREFORE the parties hereto agree as follows:

ARTICLE 1
                                   DEFINITIONS

1.1      In this Agreement,  the following terms shall have respective  meanings
ascribed thereto:

         (a)  "AHPP"  or  "Altair   Hydrochloric   Pigment  Process"  means  the
              proprietary  process that  extracts Ti values from ilmenite ore to
              produce  pigment  grade  and  other  high  quality  TiO2.  Various
              portions of the AHPP are disclosed in the Licensed  Patent Rights.
              The AHPP does not include any product or process  disclosed in any
              Altair patent or patent application not referenced on Exhibit B or
              any proprietary process related thereto.

         (b)  "Alberta  Licensed  Products" has the meaning  ascribed thereto in
              Section 3.1 of this Agreement.

         (c)  "Canada and Minnesota  Licensed Products" has the meaning ascribed
              thereto in Subsection 3.2(a) of this Agreement.

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<PAGE>

         (d)  "Commercial  Production"  means  production at a level equal to or
              greater  than  fifty  percent of the name  plate  capacity  of the
              relevant production facility.

         (e)  "Conceive"  means  contributing  to the conception of an invention
              within the meaning of U.S. patent laws under 35 U.S.C. et seq.

         (f)  "Develop" means substantial participation in, or providing funding
              to be  utilised  under  this  Agreement  for,  reducing  conceived
              subject  matter to practice or advancing the state of  development
              of such subject matter toward commercialisation or beyond.

         (g)  "Effective Date" means the date of this Agreement.

         (h)  "Improvement,"  with  respect to the AHPP,  means any  derivative,
              modification, improvement, alteration, or enhancement of the AHPP.

         (i)  "Intellectual Property" means intellectual property,  domestic and
              foreign, including, without limitation, trade secrets, proprietary
              confidential information,  copyrights,  trademark rights, patents,
              patent  applications,  industrial designs,  and utility models. In
              the case of Altair's Intellectual  Property,  the terms patent and
              patent applications include the Licensed Patent Rights.

         (j)  "Joint Intellectual  Property" has the meaning ascribed thereto in
              Subsection 6.1(a) of this Agreement.

         (k)  "License  #1"  means the  license  granted  by  Altair to  Western
              pursuant to Section 3.1 of this Agreement.

         (l)  "License  #2"  means the  license  granted  by  Altair to  Western
              pursuant to Subsection 3.2(a) of this Agreement.

         (m)  "License  #3"  means the  license  granted  by  Altair to  Western
              pursuant to Subsection 3.2(b) of this Agreement.

         (n)  "Licensed  Patent  Rights" shall mean the U.S.  patents and patent
              applications and the international patent applications  identified
              in  Exhibit  B,  any  Improvements   thereto  and  any  divisions,
              continuations or continuations-in-part  thereof, any international
              or foreign patent applications  corresponding thereto and any U.S.
              or foreign  patents or the equivalent  thereof  issuing thereon or
              any reissue or extension thereof.

         (o)  "Licensed  Products" means Pigment  Products and Titanium  Dioxide
              Products.  Notwithstanding  any other provision of this Agreement,
              in no event  shall  Nanomaterials  be  considered  to be  Licensed
              Products.

         (p)  "Nanomaterials" means materials that can be produced purposely and
              specifically,  using  the AHPP,  by  controlled  precipitation  or
              crystallization  of titanium dioxide using various  additives from

                                       2
<PAGE>

              an aqueous titanium chloride solution with the explicit  objective
              of limiting the primary TiO2 product  particle  dimensions to less
              than 100 nm.

         (q)  "Net Sales Revenue" means the price (plus the fair market value of
              all non-cash  consideration)  paid to Western (or a sublicensee of
              Western,   as  applicable)   for  any  sale,   transfer  or  other
              disposition of Licensed  Product less: (i) actual cost of shipping
              the  Licensed  Product to or for the  purchasers  of the  Licensed
              Product;  (ii)  credit or cash  discounts  for returns of Licensed
              Product;  (iii) any tax, duty, imposts, or other government charge
              on the sale, transportation, or delivery of Licensed Products; and
              (iv) allowances for damaged or defective Licensed Product.  In the
              case of any sale, transfer or disposition of Licensed Product to a
              subsidiary  or  affiliate  of  Western  or  its  sublicensees,  as
              applicable,  Net Sales  Revenue  shall be equal to the fair market
              value of such  Licensed  Product.  Net Sales  Revenue  shall  also
              include any revenue  (plus the fair market  value of all  non-cash
              consideration)   Western  (or  a   sublicensee   of  Western,   as
              applicable) receives for the performance of services involving the
              use of the  AHPP,  or an  Improvement  of the  AHPP  Conceived  or
              Developed  by Altair in the course of its  performance  under this
              Agreement  or under any other  agreement  to the extent  that such
              Improvement is owned by Altair,  to produce Licensed  Products for
              or on behalf of a third party.

         (r)  "Oil Sands  Resources" means the heavy mineral reserves that occur
              in oil sands, tar sands and other heavy oil resources.

         (s)  "Other  Licensed  Products"  has the meaning  ascribed  thereto in
              Subsection 3.2(b) of this Agreement.

         (t)  "Phase  "X""  means the  portion of the  Phased  Development  Plan
              identified as "Phase "X"" (e.g., "Phase I") in attached Exhibit A.

         (u)  "Phase II Commencement Option" has the meaning ascribed thereto in
              Section 2.1 of this Agreement.

         (v)  "Phase III  Commencement  Option" has the meaning ascribed thereto
              in Section 2.1 of this Agreement.

         (w)  "Phased  Development  Plan" means the Phased  Development Plan set
              out in  Exhibit A to this  Agreement,  as such plan may be amended
              from time to time.

         (x)  "Pigment  Products"  means  titanium  dioxide  pigment and related
              products  made  using  the  AHPP  or an  Improvement  of the  AHPP
              Conceived or Developed by Altair in the course of its  performance
              under this  Agreement  or under any other  agreement to the extent
              that such Improvement is owned by Altair; provided,  however, that
              in no event shall  Altair be  required to license or disclose  any
              Improvement  to Western  (i) that Altair is not allowed to license
              or  disclose  because of an  existing  confidentiality  agreement,
              license  agreement or other  agreement  between Altair and a third
              party,  the  existence of which has been  disclosed to Western and
              which is listed in Exhibit D, or (ii) which  relates to the use of
              AHPP for non-pigment related applications.

                                        3
<PAGE>

         (y)  "Primary Ore  Resources"  means  resources  derived from hard rock
              massive ilmenite deposits;  examples being the Minnesota resources
              like Longnose and Water Hen.

         (z)  "Solely  Owned  Intellectual  Property"  has the meaning  ascribed
              thereto in Subsection 6.1(d) of this Agreement.

         (aa) "Titanium  Dioxide  Products"  means high grade  titanium  dioxide
              (which can be used to make titanium  metal) made using the AHPP or
              an Improvement of the AHPP Conceived or Developed by Altair in the
              course of its performance  under this Agreement or under any other
              agreement to the extent that such  Improvement is owned by Altair;
              provided,  however,  that in no event shall  Altair be required to
              license or disclose any  Improvement to Western that Altair is not
              allowed  to  license  or  disclose  because  of a  confidentiality
              agreement, license agreement or other agreement between Altair and
              a third party with the intent of making titanium  metal.  The term
              Titanium  Dioxide  Products does not include any titanium  dioxide
              product  made using a process  disclosed  in any Altair  patent or
              patent  application not referenced on Exhibit B or any proprietary
              process related thereto.

         bb)  "Western's ERA director" means Western's Energy Research  Alliance
              director,  being  The  Technology  Store,  Inc.,  subject  to  the
              provisions of Section 2.2 of this Agreement.

1.2      The following  Exhibits,  as amended from time to time, are attached to
and form part of this Agreement:

         Exhibit A -Phased Development Plan
         Exhibit B - Altair Patents and Patent Applications
         Exhibit C - Public Announcement
         Exhibit D - List of Third  Party  Confidentiality  Agreements,  License
         Agreements and Other Agreements

                                   ARTICLE 2
                            DEVELOPMENT COLLABORATION

2.1 Project  Phases:  Altair and Western shall conduct  research and development
according  to the  Phased  Development  Plan.  Phase  I  shall  commence  on the
Effective  Date.  Phase II shall commence upon Western's  providing  Altair with
written notice of election to pursue Phase II ("Phase II Commencement  Option").
Phase III shall commence upon Western's  providing Altair with written notice of
election  to pursue  Phase III  ("Phase  III  Commencement  Option");  provided,
however,  that Phase III shall not  commence  unless  and until (i) the  parties
successfully  complete  Phase II within the Phase II Time  Period (as defined in
subsection 3.3(b) below), or (ii) Western spends at least US$25 million on goods
or  services  described  in Phase II of the Phased  Development  Plan during the
Phase II Time Period.  Altair shall devote its commercially  reasonable  efforts
toward  successful  evaluation,  development,  and  utilisation of technology as
contemplated for each such Phase when commenced  hereunder.  In the event of any
inconsistency  between  the  Phased  Development  Plan  and  the  terms  of this
Agreement, the terms of this Agreement shall prevail.

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<PAGE>

2.2 Western's ERA Director:  From the Effective Date and until Altair is advised
otherwise in writing by Western,  in its sole discretion,  Western shall utilise
The Technology Store, Inc. as Western's ERA director.  Western shall ensure that
Western's ERA director and any other agent or  subcontractor  used by Western or
Western's  ERA  director,  and any  sublicensee  of Western,  executes a binding
written  agreement  with  Western  that names  Altair as an express  third party
beneficiary   and  that   requires   Western's   ERA  director  or  such  agent,
subcontractor  or sublicensee,  as applicable,  to (a) protect the  Confidential
Information  of Altair to at least the same  extent as  Western is  required  to
protect such information pursuant to the terms of this Agreement, and (b) comply
with all other  obligations,  duties and  responsibilities  required  of Western
hereunder.  Western will enforce each such agreement with Western's ERA director
and such other agents,  subcontractors  and sublicensees  with at least the same
degree of  diligence  that it uses to  enforce  similar  agreements  for its own
products and/or technologies,  but in no event less than commercially reasonable
efforts.  Western will notify  Altair if Western  becomes  aware of any material
breach of any such agreement. Notwithstanding the foregoing, Western agrees that
it shall  remain  fully  responsible  for any breach of the  provisions  of this
Agreement by Western's ERA director or any of its (or Western's ERA  director's)
agents, subcontractors or sublicensees to the same extent as if such breach were
caused by the action or inaction of Western or its employees. Western shall also
be responsible to pay any and all fees of Western's ERA director.

2.3 Disclosure of Know-How and Information:  Promptly following the execution of
this Agreement,  Altair shall disclose in writing to Western's ERA director, all
information  known to, or in the  possession,  custody  or  control  of,  Altair
regarding any Licensed Product or the AHPP as would be reasonably  necessary for
a person skilled in the art to produce or manufacture the Licensed Products.  In
addition,  during each Phase commenced under the Phased Development Plan, Altair
shall promptly provide to Western's ERA director:

         (a)  any new  information  known to, or in the  possession,  custody or
              control of, Altair  regarding any Licensed  Product or the AHPP as
              would be reasonably  necessary for a person  skilled in the art to
              produce or manufacture the Licensed  Products that has not already
              been disclosed pursuant to the preceding paragraph;

         (b)  all  data  and  reports  generated  by or  for  Altair  either  in
              connection  with the Phased  Development  Plan or  relating to the
              AHPP or any Licensed Product; provided,  however, that in no event
              shall Altair be required to provide or disclose any information to
              Western that Altair is not allowed to provide or disclose  because
              of  a  confidentiality  agreement,   license  agreement  or  other
              agreement between Altair and a third party; and

         (c)  written progress summaries and technology  development  reports as
              reasonably  requested  by  Western's  ERA  director to achieve the
              purposes of the Phased Development Plan.

Notwithstanding  the foregoing or any other provision of this  Agreement,  in no
event shall Altair be required to license or disclose any information to Western
(i) that  Altair is not  allowed to license or  disclose  because of an existing
confidentiality  agreement,  license agreement or other agreement between Altair
and a third  party,  the  existence  of which has been  disclosed to Western and
which is listed in Exhibit D, or (ii) that  Altair is not  allowed to license or
disclose  because of a  confidentiality  agreement,  license  agreement or other
agreement  between  Altair and a third party with the intent of making  titanium
metal,  or  (iii)  which  relates  to the use of AHPP  for  non-pigment  related
applications.

2.4 Payment for Phase Development:  Western shall pay Altair for work under each
Phase as set forth in the Phased  Development  Plan and, in addition,  shall pay
Altair royalty payments for licenses as set forth in Article 4 below.


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<PAGE>

2.5 Independent Contractor:  Altair's work under this Agreement shall be only as
an  independent  contractor  and  licensor  to Western,  and the parties  hereby
disclaim  any  other  relationship  including  as  agent,   representative,   or
otherwise.

2.6 Changes to Scope of Work: The parties hereby  acknowledge  that Western may,
in its sole discretion,  reasonably revise the scope and nature of the tasks and
deliverables  to be  completed  under  Phase I of the Phased  Development  Plan;
provided  however that Western shall deliver to Altair a written  description of
any  substantial  revisions.  In the event that  Altair  believes  that any such
revision will affect the timing of its  performance of such tasks or delivery of
such  deliverables,  Altair may, in its sole discretion,  reasonably  revise any
applicable  time schedule or deadline to  accommodate  such  revisions,  and the
Phase I Time Period (as defined in  Subsection  3.3(a) below) shall be deemed to
be extended by a  corresponding  time period.  In the event that Altair believes
that the  requested  revisions  will  result in any  additional  fees,  costs or
expenses,  (i) Altair shall submit a proposal to Western  which shall  include a
statement of such additional fees, costs and expenses, and (ii) Altair shall not
begin  work  under the  revised  Phase I unless and until  Western  consents  in
writing to such additional fees, costs and expenses.

                                   ARTICLE 3
                                 LICENSE GRANTS

3.1 Initial License Grant: As of the Effective Date and subject to the terms and
conditions  of this  Agreement,  Altair  hereby  grants to Western an  exclusive
license,  with a right to grant  sublicenses to third parties  (provided that no
such sublicense  shall be further  sublicensable),  under Altair's  Intellectual
Property rights,  to make and have made Licensed Products derived from Oil Sands
Resources located in Alberta ("Alberta  Licensed  Products"),  and to use, sell,
offer for sale, and distribute  worldwide  Alberta Licensed  Products  ("License
#1").  License #1 is exclusive  with respect to Oil Sands  Resources  located in
Alberta only and Western shall have no right pursuant to License #1 to make, use
or sell Licensed  Products derived from materials of any kind located outside of
Alberta.  Moreover,  License  #1 shall  not be  deemed  to  restrict  in any way
Altair's right to fully exploit or license its Intellectual Property rights with
respect to any products not considered to be Alberta Licensed Products,  subject
however to the provisions of Section 3.2.

3.2 Additional  Licenses:  Subject to the terms and conditions of this Agreement
and provided that Western  elects to commence Phase II within ninety days of the
completion of Phase I, Altair shall grant to Western,  upon the  commencement of
Phase II:

         (a)  an exclusive  license,  with a right to grant sublicenses to third
              parties  (provided  that  no  such  sublicense  shall  be  further
              sublicensable),  under Altair's  Intellectual  Property rights, to
              make and have made  Licensed  Products  from Oil Sands  Resources,
              Primary Ore Resources or any other  titanium  resource  located in
              Canada  and  in   Minnesota   ("Canada  and   Minnesota   Licensed
              Products"),  and to  use,  offer  for  sale,  sell,  or  otherwise
              distribute  Canada  and  Minnesota   Licensed  Products  worldwide
              ("License #2").  License #2 is exclusive with respect to Oil Sands
              Resources,  Primary Ore  Resources  and other  titanium  resources
              located in Canada and  Minnesota  only and  Western  shall have no
              right  pursuant  to  License  #2 to  make,  use or  sell  Licensed
              Products  derived  from  resources  located  outside of Canada and
              Minnesota. Moreover, License #2 shall not be deemed to restrict in
              any  way   Altair's   right  to  fully   exploit  or  license  its
              Intellectual  Property  rights with  respect to any  products  not
              considered to be Canada and Minnesota  Licensed  Products (subject
              however to the provisions of Subsection 3.2(b) of this Agreement);
              and
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<PAGE>

         (b)  an exclusive  license,  with a right to grant sublicenses to third
              parties  (provided  that  no  such  sublicense  shall  be  further
              sublicensable),  under Altair's  Intellectual  Property rights, to
              make and have made  Licensed  Products  derived from any worldwide
              Oil Sands Resources ("Other Licensed Products"), and to use, offer
              for sale, sell, or otherwise  distribute  Other Licensed  Products
              worldwide  ("License #3"). License #3 is exclusive with respect to
              Oil Sands  Resources only and Western shall have no right pursuant
              to License #3 to make, use or sell Licensed  Products derived from
              any other materials.  Moreover,  License #3 shall not be deemed to
              restrict in any way Altair's right to fully exploit or license its
              Intellectual  Property  rights with  respect to any  products  not
              considered to be Other Licensed Products.

3.3      License Conversion/Termination:

         (a)  In the event that (i) the parties do not  complete  Phase I within
              eighteen  months of the Effective Date (the "Phase I Time Period",
              provided that the Phase I Time Period may be extended  pursuant to
              the terms of Section 2.6 above); or (ii) Western does not elect to
              commence Phase II within ninety days of the completion of Phase I,
              then,  notwithstanding any other provision of this Agreement,  all
              licenses  granted by Altair to Western under this Agreement  shall
              terminate immediately.

         (b)  In the event that (i) the parties fail to complete Phase II within
              the  time  period   established  by  the  parties  in  the  Phased
              Development  Plan (the "Phase II Time  Period"),  and (ii) Western
              fails  to  spend  at least  US$25  million  on  goods or  services
              described  in Phase II of the Phased  Development  Plan during the
              Phase  II  Time  Period,   then:  (x)  notwithstanding  any  other
              provision  of this  Agreement,  License  #2 and  License  #3 shall
              terminate  immediately at the end of the Phase II Time Period; (y)
              License #1 shall convert to a non-exclusive license immediately at
              the end of the  Phase II Time  Period  and  shall  continue,  on a
              non-exclusive  basis, until this Agreement (or License #1) expires
              or is terminated in accordance with its terms;  and (z) all of the
              other  terms of this  Agreement  applicable  to  License  #1 shall
              remain  unchanged,   including,   without  limitation,   Western's
              obligation  to pay  royalties  in  accordance  with  the  terms of
              Article 4.

         (c)  In the event that (i) the parties  successfully  complete Phase II
              within the Phase II Time Period,  or (ii) Western  spends at least
              US$25  million on goods or services  described  in Phase II of the
              Phased  Development  Plan  during the Phase II Time  Period,  then
              License  #1 shall  continue,  on an  exclusive  basis,  until this
              Agreement  (or License #1) expires or is  terminated in accordance
              with its terms.

         (d)  In the event that (i) Altair  grants  License #2 and License #3 to
              Western in accordance  with the  provisions of Section 3.2 of this
              Agreement;  (ii) the parties fail to complete Phase III within the
              time period  established by the parties in the Phased  Development
              Plan (the "Phase III Time  Period"),  and (iii)  Western  fails to
              spend at least US$5  million  on goods or  services  described  in
              Phase III of the Phased Development Plan during the Phase III Time
              Period,   then,   notwithstanding  any  other  provision  of  this
              Agreement,   License  #2  and  License  #3  shall  be   terminated
              immediately at the end of the Phase III Time Period.

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<PAGE>

         (e)  In the event that (i) Altair  grants  License #2 and License #3 to
              Western in accordance  with the  provisions of Section 3.2 of this
              Agreement;  (ii) the parties fail to complete Phase III within the
              Phase III Time  Period,  and (iii)  Western  spends at least  US$5
              million,  but less  than  US$50  million,  on  goods  or  services
              described in Phase III of the Phased  Development  Plan during the
              Phase III Time  Period,  then (x)  License #2 and License #3 shall
              convert to  non-exclusive  licenses  immediately at the end of the
              Phase III Time  Period  and  shall  continue,  on a  non-exclusive
              basis,  until this  Agreement  (or  License  #2 or License  #3, as
              applicable) expires or is terminated in accordance with its terms;
              and (y) all of the other  terms of this  Agreement  applicable  to
              License  #2 and  License  #3 shall  remain  unchanged,  including,
              without  limitation,  Western's  obligation  to pay  royalties  in
              accordance with the terms of Article 4.

         (f)  In the event that (i) Altair  grants  License #2 and License #3 to
              Western in accordance  with the  provisions of Section 3.2 of this
              Agreement, and (ii) Phase III is successfully completed or Western
              spends at least US$50  million on goods or services  described  in
              Phase III of the Phased Development Plan during the Phase III Time
              Period,  then  License  #2 and  License  #3 shall  continue  on an
              exclusive  basis until this  Agreement is terminated in accordance
              with its terms.

         (g)  For purposes of this  Agreement,  a Phase will be deemed  complete
              when (i) Altair and  Western  have  completed  all of the tasks as
              mutually agreed by Western and Altair and all of the  deliverables
              required  under the applicable  section of the Phased  Development
              Plan (as mutually agreed by the parties) have been delivered;  and
              (ii) Western has made all payments required in connection with the
              work performed by Altair  pursuant to such Phase.  The parties may
              also at any  time,  by  mutual  agreement,  declare  a Phase to be
              complete.

         (h)  The  parties  may at any time  extend  any of the time  periods or
              modify any of the dollar amounts referenced in this Section 3.3 by
              mutual agreement.

                                    ARTICLE 4
                                    ROYALTIES

4.1 Initial  Up-Front Fee: Upon execution of this  Agreement,  Western shall pay
Altair an  up-front  royalty of  US$100.00,  representing  partial  payment  for
License #1.

4.2 Up-Front Fee For License #2 and License #3: In the event that Altair  grants
License #2 and  License #3 to  Western in  accordance  with the terms of Section
3.2,   Western  shall  pay  Altair  a  second  lump-sum  royalty  of  US$100.00,
representing partial payment for License #2 and License #3.

4.3  Running  Royalties:  Western  shall pay Altair  running  royalties  for the
licenses granted hereunder as follows:

         (a)  General Royalty Rate

              (i)  Except as otherwise  provided in Subsection  4.3(b),  Western
                   shall  pay  Altair  running  royalties  in the  amount of two
                   percent  (2%) of  Western's  Net Sales  Revenue for  Licensed
                   Products produced under License #1, License #2 or License #3.

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<PAGE>

         (b) Resources Located In Minnesota

              (i)  Western shall pay Altair  running  royalties on Western's Net
                   Sales Revenue for Licensed Products produced under License #2
                   and derived from resources located in Minnesota in accordance
                   with the following schedule:

                   (A)  During   the   period   of  time   beginning   with  the
                        commencement  of  operations  through  the date  that is
                        three years  following  the  commencement  of Commercial
                        Production  for a  given  production  facility,  Western
                        shall pay Altair two percent (2%) of Western's Net Sales
                        Revenue from such production facility.

                   (B)  During the second three years following  commencement of
                        Commercial  Production from a given production facility,
                        Western shall pay Altair three percent (3%) of Western's
                        Net Sales Revenue from such production facility.

                   (C)  At any  time  following  the  sixth  anniversary  of the
                        commencement  of  Commercial  Production  from  a  given
                        production  facility,  Western  shall  pay  Altair  four
                        percent  (4%) of Western's  Net Sales  Revenue from such
                        production facility.

         (c) Sublicensees

         (i) Western shall pay Altair running royalties on the Net Sales Revenue
             of  Western's   sublicensees   in  accordance  with  the  following
             schedule:

                   (A)  During   the   period   of  time   beginning   with  the
                        commencement of operations  through the date that is ***
                        following the commencement of Commercial  Production for
                        a given  production  facility of a Western  sublicensee,
                        Western  shall pay Altair  *** of the Net Sales  Revenue
                        from such production facility, regardless of whether the
                        Licensed Products produced at such facility were derived
                        from Primary Ore Resources,  Oil Sands  Resources or any
                        other  resource and  regardless of where such  resources
                        are located.

                   (B)  During  the ***  following  commencement  of  Commercial
                        Production from a given production facility of a Western
                        sublicensee,  Western  shall pay  Altair  *** of the Net
                        Sales Revenue from such production facility,  regardless
                        of  whether  the  Licensed  Products  produced  at  such
                        facility  were derived from Primary Ore  Resources,  Oil
                        Sands  Resources or any other resource and regardless of
                        where such resources are located.

                   (C)  At  any  time  following  ***  of  the  commencement  of
                        Commercial  Production from a given production  facility
                        of a Western  sublicensee,  Western shall pay Altair ***
                        of the Net Sales Revenue from such production  facility,
                        regardless of whether the Licensed  Products produced at
                        such facility  were derived from Primary Ore  Resources,
                        Oil Sands Resources or any other resource and regardless
                        of where such resources are located.

***Portions  of  this  page  have  been  omitted   pursuant  to  a  request  for
confidential treatment filed separately with the SEC.

                                       10
<PAGE>
4.4  First  Production  Facility:  With  respect  to the first  commercial  TiO2
production  facility that either Western or a Western sublicensee owns, operates
or otherwise  participates  in for the production of Alberta  Licensed  Product,
Canada and Minnesota  Licensed Product or Other Licensed Product,  Western shall
only pay 50% (fifty percent) of the running royalty  otherwise due under Section
4.3 during the period of time  beginning  with the  commencement  of  operations
through the date that is three years  following the  commencement  of Commercial
Production for such production facility.  For purposes of clarity,  this Section
4.4 is only intended to apply to one production facility.

                                   ARTICLE 5
                           RECORDS, PAYMENT AND AUDIT

5.1 Records:  Each party hereunder  shall keep full and accurate  records of its
activities under this Agreement, including in the case of Western records of all
sales or  disposition of any Licensed  Product.  Records shall be maintained for
five years from the time of each such activity.

5.2 Payment and  Reporting:  Within  forty-five  days of the  conclusion of each
calendar quarter during which running royalties accrue to Altair under the terms
of Section 4.3 above, Western shall deliver to Altair:

         (a)  a written  report of all  royalties  accrued to Altair during such
              calendar quarter; and

         (b)  payment in full for such royalties.

5.3 Audit: Each party (the "Audited Party") shall permit auditors  designated by
the other party (the "Auditing  Party") to examine the Audited Party's books and
records at the Auditing  Party's  expense,  during normal  business  hours after
three days notice (but no more than four times per year),  for the sole  purpose
of verifying  compliance  with the terms of this  Agreement  or  enforcing  this
Agreement.  The auditors  shall agree in writing in advance of any such audit to
be bound as a party to the terms of Article 10 (Confidentiality)  and Article 13
(Miscellaneous),  and the auditors  shall deliver such written  agreement to the
Audited  Party in advance of  conducting  the audit.  The auditors  shall convey
information  learned  during any such audit to  employees  or  attorneys  of the
Auditing Party only on a need to know basis, solely for the purpose of reporting
the Audited Party's  compliance with this Agreement or enforcing this Agreement.
Each party's  auditor  shall consist of personnel  reasonably  acceptable to the
Audited Party,  provided that  Western's Vice President of Business  Development
(or an employee of Western  appointed  by Western's  Vice  President of Business
Development) is pre-approved herein as auditor on behalf of Western and Altair's
Chief  Financial  Officer (or an employee of Altair  appointed by Altair's Chief
Financial Officer) is pre-approved herein as auditor on behalf of Altair.

                                   ARTICLE 6
                        INTELLECTUAL PROPERTY DEVELOPMENT

6.1 Ownership of Intellectual  Property:  With regard to  Intellectual  Property
conceived or arising: (i) in conducting Phase I, Phase II, or Phase III; or (ii)
after the  Effective  Date and prior to the  conclusion  of the term of any such
Phase, by any party relating to Licensed Products or AHPP:

         (a)  Any  Intellectual  Property  (including  Improvements to the AHPP)
              Conceived  and  Developed  by both of the parties  hereto shall be
              owned   jointly  by  Altair  and  Western   ("Joint   Intellectual
              Property").  Except as otherwise  provided below, each party shall
              have the  royalty  free and  unrestricted  right  to  utilise  and
              license such Joint  Intellectual  Property and to make, have made,
              use,  sell,  offer for sale,  or  distribute  products or services
              under such  Joint  Intellectual  Property.  Neither  party  shall,
              however,   have  any  right  to   otherwise   license   any  Joint
              Intellectual  Property  until it  provides  written  notice to the
              other party of its intent to do so.
                                       11
<PAGE>
         (b)  Notwithstanding  the provisions of Subsection  6.1(a) or any other
              provision  of this  Agreement,  Altair shall not have the right to
              license or disclose any Joint  Intellectual  Property to any third
              party with whom Altair has a  confidentiality  agreement,  license
              agreement or other  agreement (a "Third Party  Agreement")  if the
              terms of such Third Party Agreement  prevent Altair from licensing
              any Intellectual  Property or Improvements  Conceived or Developed
              under such Third Party Agreement to Western.

         (c)  In the event that one party (the "Filing  Party")  chooses to file
              for a patent on any Joint Intellectual Property,  such party shall
              advise the other party (the  "Non-Filing  Party") in writing.  The
              Non-Filing  Party  then shall  advise the Filing  Party in writing
              within  thirty days if the  Non-Filing  Party  agrees to share the
              cost of the  patent  prosecution  50/50.  In the  event  that  the
              Non-Filing  Party  does not  provide  the  Filing  Party with such
              written  notice  of  agreement  to so  share  the  cost of  patent
              prosecution,   the  Filing  Party  may  proceed  with  the  patent
              prosecution  at its own expense and shall  thereafter  be the sole
              owner of any resulting  patent(s).  Any such  resulting  patent(s)
              shall be Solely Owned Intellectual Property as set forth below and
              in the event that any such  resulting  patent(s) are not deemed to
              be  solely  and  exclusively  owned by the  Filing  Party  for any
              reason, the Non-Filing Party hereby assigns, transfers and conveys
              to the Filing Party all of its right, title and interest in and to
              such resulting  patent(s).  The Non-Filing Party further agrees to
              assist the Filing Party, at the Filing Party's expense, to further
              evidence,  record and  perfect  such  assignment,  and to perfect,
              obtain, maintain,  enforce, and defend any rights so assigned. The
              Non-Filing  Party shall also  cooperate  with the Filing  Party in
              connection  with the  Filing  Party's  efforts  to  obtain  patent
              protection for such Joint Intellectual Property and the Non-Filing
              Party and its employees and  representatives  shall, at the Filing
              Party's  request,  execute and deliver any  documents,  including,
              without  limitation,  any  patent or other  Intellectual  Property
              right  assignments or applications,  to permit the Filing Party to
              exercise its rights under this Section 6.1.  Subsequently,  if the
              Filing Party desires to cease  prosecution  and/or  maintenance of
              any such patent  applications  or patents,  then the Filing  Party
              shall  provide at least 60 days written  notice to the  Non-Filing
              Party,  whereupon  the Filing  Party may assign its rights in such
              patent  applications  or patents to the  Non-Filing  Party and the
              Non-Filing Party may take over the prosecution  and/or maintenance
              at its own expense.  In the event that the  Non-Filing  Party does
              provide the Filing  Party with  written  notice of agreement to so
              share the cost of patent  prosecution,  the parties shall file and
              manage the patent prosecution  jointly and any resulting patent(s)
              will be jointly owned by the parties.

         (d)  Intellectual  Property Conceived and Developed solely by one party
              ("Solely Owned  Intellectual  Property")  shall be owned solely by
              the one party.

                                   ARTICLE 7
                         REPRESENTATIONS AND WARRANTIES

7.1 Mutual  Warranties:  Each party  represents  and warrants to the other party
that:

         (a)  it is  duly  organized  and  subsisting  under  the  laws  of  the
              jurisdiction of its incorporation as stated above;

                                       12
<PAGE>
         (b)  it has full  corporate  power  and  authority  to  enter  into and
              perform its obligations under this Agreement;

         (c)  to its knowledge,  no person has publicly  disclosed the nature of
              the    research,    evaluation,    development,    and    possible
              commercialisation contemplated by this Agreement;

         (d)  the  individual  executing this Agreement on its behalf has actual
              authority to bind the party to this Agreement; and

         (e)  it has not,  as of the date of this  Agreement,  entered  into any
              contracts, including any licenses, inconsistent with or that would
              interfere  with the  performance  of its  obligations  under  this
              Agreement.

7.2 Altair  Warranties:  Altair  represents  and  warrants to Western  that,  to
Altair's knowledge:

         (a)  Altair  owns  all  right,  title,  and  interest  in AHPP  and all
              technology  provided  by Altair or has the  right to  license  the
              Intellectual Property rights it is licensing to Western under this
              Agreement,  including  without  limitation in performing  Phase I,
              Phase II, and Phase III;

         (b)  as of the Effective Date of this Agreement, the patents and patent
              applications  identified in Exhibit B are the only patents  issued
              to  Altair  and the  only  patent  applications  filed  by  Altair
              relating to AHPP or the use of AHPP to make, use, sell,  offer for
              sale, or distribute any Licensed Product;

         (c)  the patent  claims  presently  set forth in the patents and patent
              applications  identified  in Exhibit B, have not been held invalid
              or unenforceable by any court or governmental  authority,  and are
              not  and  have  not  been  the  subject  of any  lawsuit,  reissue
              petition,   reexamination   petition,   or  similar   petition  or
              government action;

         (d)  Altair has the skill and staff  necessary to perform the tasks and
              provide the  deliverables to Western in accordance with the Phased
              Development  Plan,  within  the  time  periods  specified  in this
              Agreement and in the Phased  Development Plan, and that such tasks
              and  deliverables  shall be performed  and  delivered in a prompt,
              economical,   skilful  and  careful  manner  in  accordance   with
              professional standards and practices;

         (e)  any  deliverable  provided to Western by Altair in connection with
              the Phased Development Plan that contains third-party Intellectual
              Property  rights  will  be  properly  licensed  to  Western  at no
              additional cost or expense to Western;

         (f)  Altair does not know of any rule,  law, or  regulation  that would
              invalidate,  or interfere  with the intention of, any provision of
              this  Agreement  or  with  Altair's   ability  to  carry  out  its
              obligations hereunder; and

         (g)  EXCEPT AS  EXPRESSLY  PROVIDED IN THIS  ARTICLE 7, ALTAIR MAKES NO
              REPRESENTATIONS OR WARRANTIES,  EXPRESS OR IMPLIED,  REGARDING THE
              AHPP, THE LICENSED  PRODUCTS,  OR ANY RESULTS THAT MAY BE OBTAINED
              THROUGH THE WORK TO BE PERFORMED UNDER THE PHASED DEVELOPMENT PLAN
              AND ALTAIR  EXPRESSLY  DISCLAIMS  ALL OTHER  WARRANTIES,  EXPRESS,
              IMPLIED OR STATUTORY,  INCLUDING,  BUT NOT LIMITED TO, THE IMPLIED
              WARRANTIES OF MERCHANTABILITY,  NON-INFRINGEMENT AND FITNESS FOR A
              PARTICULAR  PURPOSE  AND ANY  IMPLIED  WARRANTIES  ARISING  OUT OF
              COURSE OF PERFORMANCE OR COURSE OF DEALING.

                                       13
<PAGE>
7.3 Western  Warranties:  Western  represents  and warrants to Altair  that,  to
Western's knowledge:

         (a)  Western  does  not   presently   contemplate   filing  any  patent
              applications  relating to AHPP or use of AHPP to make,  use, sell,
              offer for sale, or distribute  any Licensed  Products based on any
              subject  matter  Conceived  prior  to the  Effective  Date of this
              Agreement;

         (b)  Western  does not know of any  Intellectual  Property  or  license
              required  for Altair to perform its  obligations  or exercise  its
              rights  under  this  Agreement  other than  Intellectual  Property
              licenses  from  Altair  to  which  Western  is  expressly  granted
              licensing rights and options in Article 3 of this Agreement; and

         (c)  Western does not know of any rule,  law, or regulation  that would
              invalidate,  or interfere with the intention,  of any provision of
              this Agreement or Western's  ability to make,  have made,  use, or
              sell Licensed Product as contemplated by this Agreement.

                                    ARTICLE 8
                                 INDEMNIFICATION

8.1  Mutual  Indemnification:  Each  party  shall  defend,  indemnify,  and hold
harmless  the  other  party  and its  subsidiaries  and  affiliates,  and  their
respective  directors,  officers,  employees,  and agents,  from and against all
claims, causes of action,  demands,  losses,  damages,  liabilities,  settlement
amounts,  and costs and expenses of any type  whatsoever  (including  reasonable
attorneys'  fees  and  costs)  arising  from or  related  to any  breach  of any
representation  or  warranty  by the  indemnifying  party in  Article  7 of this
Agreement.

8.2 Altair Indemnification:  Altair shall defend,  indemnify,  and hold harmless
Western and its  subsidiaries and affiliates,  and their  respective  directors,
officers,  employees,  and agents (including  without  limitation  Western's ERA
director),  from and  against  all claims,  causes of action,  demands,  losses,
damages,  liabilities,  settlement  amounts,  and costs and expenses of any type
whatsoever  (including  reasonable  attorneys'  fees and costs)  arising from or
related to any claim,  action,  or proceeding  brought by a third party alleging
that the AHPP or any Improvement,  or any making, using,  selling,  offering for
sale  or  distribution  of any  Licensed  Product,  infringes  any  Intellectual
Property of any third party.

8.3 Western Indemnification:  Western shall defend, indemnify, and hold harmless
Altair and its affiliates, and their respective directors,  officers, employees,
and agents,  from and against all  claims,  causes of action,  demands,  losses,
damages,  liabilities,  settlement  amounts,  and costs and expenses of any type
whatsoever  (including  reasonable  attorneys'  fees and costs)  arising from or
related to any claim,  action,  or proceeding  brought by a third party alleging
that Altair's use of technology or information  provided by Western in order to,
and utilised by Altair solely in order to, perform  Altair's  obligations  under
this Agreement infringes any Intellectual Property of any third party.

8.4  Notice &  Defense:  Promptly  after an  indemnified  party  (including  its
indemnified affiliate,  director, officer, employee, or agent as applicable) has
received  notice of any claim or lawsuit for which the other party has  provided
indemnification  (the  "Indemnifying  Party") in this Article 8, the indemnified
party shall  advise the  Indemnifying  Party of the claim or lawsuit in writing.
The Indemnifying Party shall promptly assume  responsibility for handling of the
defense of such claim or suit on behalf of the indemnified party,  provided that
the indemnified party may, at its option, select its own counsel for the defense

                                       14
<PAGE>
of any matter so long as such  counsel and defense does not  interfere  with the
Indemnifying  Party's  defense  of  the  matter  and is at  the  expense  of the
indemnified  party. In such event,  the parties shall promptly inform each other
of all settlement  discussions and contemplated  making of any settlement offers
(prior to making  any such  offer),  and each  party  shall  consider  the other
party's  suggestions or requests with regard to any settlement prior to entering
into the settlement.  In no event, however,  shall an indemnified party have the
power or right to determine,  settle,  adjust,  or compromise  any aspect of the
defense in such a fashion as to impose any obligation on the Indemnifying  Party
without the written consent of the Indemnifying Party.

8.5 Modification at Indemnifying Party's Request: An indemnified party shall, at
the reasonable  request of the Indemnifying  Party made to avoid or mitigate any
claim of  infringement  for which the  Indemnifying  Party has  indemnified  the
indemnified  party  under  Section 8.2 or 8.3,  modify its  practice to avoid or
mitigate any such claim in such manner in the  Indemnifying  Party's judgment as
may avoid or materially limit such claim,  provided that such modification shall
not materially  increase the expense,  lower the efficacy,  output, or sales, or
interfere with the activities of the  indemnified  party as contemplated by this
Agreement.

                                   ARTICLE 9
                                  INFRINGEMENT

9.1 Third  Party  Infringement:  If  Western  becomes  aware of any  product  or
activity of any third party that may involve an infringement or violation of any
Altair patent or other Intellectual  Property right, then Western shall promptly
notify Altair in writing of such  infringement  or violation.  Altair may in its
discretion  take or not take  whatever  action it  believes is  appropriate;  if
Altair  elects to take  action,  and if the alleged  infringement  or  violation
relates to any  Intellectual  Property  which is the subject of this  Agreement,
Western will fully cooperate therewith at Altair's expense, including joining as
a party, if necessary. If, ninety days after receipt of notice from Western of a
third party  infringement of any Intellectual  Property licensed on an exclusive
basis to Western hereunder, Altair has not instituted suit against the infringer
seeking to terminate  the  infringement,  Western,  so long as such  exclusivity
remains in effect,  may  proceed in its own name (or,  if  required  by law,  in
Altair's  name) and at  Western's  expense to sue the  infringer,  but only with
respect to  infringements  within the scope of any exclusive  license granted to
Western.  In such  event,  Altair  shall  cooperate  with and assist  Western in
connection with any such suit. Western will indemnify Altair for any third-party
damages, as well as Altair's expenses,  costs and attorneys' fees, in connection
with  Western's  actions  under this  Section  9.1.  Nothing in this Section 9.1
allows  Western or  requires  Altair to  disclose  Confidential  Information  of
Altair.

9.2 Costs of  Enforcement:  If Altair  initiates and  prosecutes an action under
Section 9.1, all legal  expenses  (including  court costs and  attorneys'  fees)
shall be borne by Altair and Altair shall be entitled to all amounts  awarded by
way of judgment, settlement or compromise. Notwithstanding the foregoing, if the
action relates to any  Intellectual  Property  licensed on an exclusive basis to
Western,  all amounts  awarded to Altair  (excluding  court costs and attorneys'
fees incurred by Altair) shall be for Western's account.  Similarly,  if Western
initiates and prosecutes  such an action,  all legal expenses  (including  court
costs and  attorneys'  fees)  shall be borne by  Western  and  Western  shall be
entitled to all amounts awarded by way of judgment, settlement, or compromise.

9.3 Payment of Royalties on Amounts Recovered by Western: The parties agree that
any amounts collected by Western in connection with any action under Section 9.1
in excess of the parties'  legal  expenses shall be considered Net Sales Revenue
for which royalties shall be due under Article 4 hereof.

                                       15
<PAGE>

9.4 Survival: This Article 9 shall survive any termination or expiration of this
Agreement but only with respect to actions  commenced prior to such  termination
or expiration.

                                   ARTICLE 10
                                 CONFIDENTIALITY

10.1 Confidentiality:  All confidential,  secret or proprietary information,  in
whatever form, provided by one party (the "Disclosing Party") to the other party
(the  "Receiving  Party")  pertaining to the AHPP or to the  Disclosing  Party's
business, finances,  technology,  ideas, inventions (whether patentable or not),
marketing  strategies  and/or product  offerings  that is  identified,  or would
reasonably  be  understood  by the  Receiving  Party,  as being  proprietary  or
confidential (collectively,  "Confidential Information") shall be held in strict
confidence by the Receiving  Party and not disclosed to any third parties except
as  expressly  stated  in this  Agreement.  Notwithstanding  the  foregoing,  no
obligation  of  confidence  shall extend to  information  to the extent that the
information:

         (a)  is or  becomes  generally  known  in the  trade  or to the  public
              through no fault of the Receiving Party;

         (b)  as shown  by  verifiable  written  records,  was in the  Receiving
              Party's possession prior to disclosure by the Disclosing Party; or

         (c)  is  disclosed  to the  Receiving  Party by a third  party  without
              violation of any obligation of confidence.

In addition, to the extent any Confidential  Information is required by order of
court or  regulatory  body to be disclosed by a Receiving  Party,  the Receiving
Party shall advise the Disclosing Party prior to any such disclosure,  and shall
cooperate with the Disclosing Party at the Disclosing  Party's expense,  so that
the Disclosing Party may have a reasonable opportunity to limit the scope of the
disclosure.

10.2 Injunction:  Each party, as a Receiving Party,  acknowledges that the other
party, as a Disclosing Party, will suffer  irreparable  injury in the event of a
breach by the Receiving  Party of Section 10.1 above and that  monetary  damages
will be  inadequate  to  compensate  the  Disclosing  Party for the breach.  The
Receiving  Party agrees that, in the event of a breach or  threatened  breach of
Section  10.1 above,  the  Disclosing  Party  shall be entitled to a  temporary,
preliminary,  and  permanent  injunction  to prevent or restrain any breach,  in
addition  to any other  rights,  remedies,  or  damages  available  at law or in
equity.

10.3 Public Announcement:  Without the prior written consent of the other party,
neither party shall make any public  announcement  or press release or otherwise
disclose to any third party any terms or conditions of  discussions  between the
parties or any matter set forth  herein,  or the  existence of  discussions  and
negotiations between the parties on the matters set forth herein, except:

         (a)  to the  extent  necessary  to  comply  with,  or as  required  by,
              applicable  law   (including,   without   limitation,   applicable
              securities  laws) or  pursuant  to legal  process,  proceeding  or
              order;

         (b)  to  potential   investors   pursuant  to  written   non-disclosure
              agreements; or

         (c)  to  accountants,   attorneys,  financial  consultants,  and  other
              professional advisors who are bound by a duty of confidentiality.

                                       16
<PAGE>
Upon execution of this Agreement,  the parties shall issue a joint press release
in the form of Exhibit C. Notwithstanding the foregoing limitations, the parties
shall use  reasonable  efforts to promptly agree upon the text of any subsequent
public statements to be issued by the parties.

10.4 Tax Structure:  Notwithstanding anything to the contrary in this Agreement,
each party (and each  employee,  representative,  or other agent of the parties)
may disclose to any and all persons,  without  limitation  of any kind,  the tax
treatment and tax structure of the  transactions  contemplated by this Agreement
and all materials of any kind  (including  opinions or other tax analyses)  that
are provided to either party  relating to such tax treatment and tax  structure,
except to the extent  confidentiality  of such tax treatment or tax structure is
reasonably necessary to comply with securities laws.

10.5 Western Joint Venture Partners:  Notwithstanding anything contained in this
Agreement,  Altair  recognizes that Shell Canada Limited and  ChevronTexaco  are
joint venture partners of Western and that the joint venture is currently mining
oil sands and producing crude in the Athabasca region of Alberta,  Canada;  that
the joint  venture  partners  are also  involved  in many  businesses  worldwide
including  conventional  oil  and gas and  oil  sands  exploration,  production,
development,  refining,  marketing,  petrochemical  and  others;  that the joint
venture partners conduct  research,  studies,  analysis and carry on many varied
businesses and develop technologies, certain of which may be very similar to the
technology  developed  by Altair,  and they may use similar or like  technology,
know-how,  methodologies,  procedures, systems or processes (the "Technologies")
as those used or contemplated by Altair. In this regard,  Western,  Shell Canada
Limited, ChevronTexaco and their affiliates, share certain of their confidential
information relating to the foregoing with each other.  Provided that Western is
in compliance  in all material  respects  with its  confidentiality  obligations
hereunder,  Altair  agrees that nothing  contained in this  Agreement  shall (i)
impair,  restrict,  preclude,  inhibit,  limit or otherwise prevent Shell Canada
Limited, ChevronTexaco or Western or any of their affiliates from conducting any
of their businesses or developing or using any of the Technologies in any manner
whatsoever, or (ii) create any liability or obligation of any nature as a result
of the conduct of their businesses or use of the Technologies.

                                   ARTICLE 11
                                   TERMINATION

11.1 Termination of Agreement:  Unless sooner  terminated in accordance with the
terms of this Article 11, this  Agreement  shall remain in full force and effect
until the last claim of any patent covering the Licensed Products expires.

11.2 Termination of License:  Altair may terminate this Agreement or one or more
of License #1,  License #2 and License #3 by written  notice of  termination  of
this Agreement or such license(s) to Western in the event that Western:

         (a)  materially  breaches any term of this  Agreement,  and such breach
              remains uncured for a period of ninety days (or five business days
              notice in the case of a failure to pay any monies owed  hereunder)
              after receipt of written notice from Altair of such breach;

         (b)  commences  dissolution  proceedings  or  liquidation,   or  ceases
              conducting operations;

         (c)  is the subject of an  involuntary  petition in  bankruptcy,  or an
              insolvency  proceeding,  that is not dismissed  within ninety days
              after filing of the petition;

         (d)  voluntarily files a petition in bankruptcy; or

         (e)  makes an assignment  for the benefit of creditors or is subject to
              appointment of a receiver.

                                       17
<PAGE>
This Agreement shall also terminate upon the termination of all licenses granted
by Altair to Western hereunder.

11.3 Return of Confidential Information: Upon any termination of this Agreement,
each Receiving Party shall immediately return to the Disclosing Party or destroy
all  Confidential  Information  of the  Disclosing  Party in its  possession  or
control except for one archival copy and copies  reasonably  required to perform
post-termination  obligations  or exercise  post-termination  rights  under this
Agreement. In the latter event, all copies other than one strictly archival copy
shall be  immediately  returned to the  Disclosing  Party or  destroyed  when no
longer needed to so perform or exercise rights.  Any Receiving Party electing to
destroy rather than return  information  hereunder  shall have an officer of the
Receiving Party immediately certify the destruction, including the full scope of
the destruction, in writing to the Disclosing Party.

11.4 Not Sole Remedy:  Termination  is not the sole remedy under this  Agreement
and,  whether or not  termination  is effected,  all other  remedies will remain
available.

11.5  Survival:  Articles 1, 5, 6, 7, 8, 9, 10, 11, 12 and 13 shall  survive any
termination or expiration of this Agreement in accordance with their terms.

                                   ARTICLE 12
                             LIMITATION OF LIABILITY

EXCEPT  FOR ANY  OBLIGATIONS  ARISING  UNDER  SECTION 10  (CONFIDENTIALITY),  OR
ACTIONS OF WESTERN OR WESTERN'S  ERA  DIRECTOR  BEYOND THE SCOPE OF THE LICENSES
GRANTED  HEREUNDER,  UNDER NO CIRCUMSTANCES  SHALL EITHER PARTY, THEIR OFFICERS,
DIRECTORS OR  AFFILIATES  BE LIABLE FOR ANY  SPECIAL,  INDIRECT,  INCIDENTAL  OR
CONSEQUENTIAL  DAMAGES  ARISING OUT OF OR RELATING IN ANY WAY TO THIS AGREEMENT,
EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EXCEPT FOR ANY OBLIGATIONS ARISING UNDER SECTION 8 (INDEMNIFICATION)  OR SECTION
10  (CONFIDENTIALITY) OR ACTIONS OF WESTERN OR WESTERN'S ERA DIRECTOR BEYOND THE
SCOPE OF THE  LICENSES  GRANTED  HEREUNDER,  IN NO EVENT  SHALL  EITHER  PARTY'S
AGGREGATE  LIABILITY  UNDER  THIS  AGREEMENT  EXCEED THE LESSER OF (I) AN AMOUNT
EQUAL TO THE TOTAL AMOUNT OF MONEY SPENT BY WESTERN UNDER THE PHASED DEVELOPMENT
PLAN  BEFORE  THE  APPLICABLE  CAUSE OF  ACTION  AROSE,  AND  (II) $50  MILLION,
REGARDLESS OF THE FORM OF CLAIM OR ACTION.

THIS ARTICLE 12 SHALL NOT LIMIT EITHER PARTY'S LIABILITY FOR THE DEATH OR BODILY
INJURY OF A PERSON.

                                   ARTICLE 13
                                 MISCELLANEOUS

13.1  Headings:  Headings in this  Agreement are for  convenience  and shall not
affect construction or interpretation of this Agreement.

13.2 Neutral  Construction:  This Agreement  shall be construed and  interpreted
neutrally and without regard to the party that produced it or any part of it.

13.3 Notices:  Any written notice to a party under this Agreement  shall be made
by (i)  facsimile,  and (ii) by mail,  postage  prepaid or reputable  commercial
express delivery service,  to the party's address and facsimile number set forth
below or as amended by notice pursuant to this Section 13.3:

If to Altair:                       Mr. Douglas K. Ellsworth
                                    President Altair Nanomaterials, Inc
                                    204 Edison Way
                                    Reno, NV 89502, USA

                                    Phone:  775 858-3740
                                    Fax:    775 856-1619

                                       18
<PAGE>
                                    With a copy to:

                                    Brian G. Lloyd
                                    Stoel Rives LLP
                                    201 South Main Street, Suite 1100
                                    Salt Lake City, Utah  84111
                                    Telephone: (801) 328-3131
                                    Facsimile: (801) 578-6999

If to Western:                      Mr. Raymond L. Morley
                                    Vice President Business Development
                                    Western Oil Sands Inc.
                                    2400, 400 - 2nd Avenue S.W.
                                    Calgary, Alberta T2P 5E9
                                    Canada

                                    Phone:  (403) 233-1700
                                    Fax:    (403) 296-0122

                                    With a copy to:

                                    Corporate Secretary
                                    Western Oil Sands Inc.
                                    2400, 400 - 2nd Avenue S.W.
                                    Calgary, Alberta T2P 5E9
                                    Canada

                                    Phone:  (403) 233-1700
                                    Fax:    (403) 296-0122

13.4  Amendments:  This  Agreement  shall  not be  amended  except  by a written
instrument  executed  by  the  parties  hereto  or  their  respective  permitted
successors or assigns.

13.5  Non-waiver:  No waiver of any provision or obligation under this Agreement
shall  constitute  or  provide  a waiver of any other  provision  or  subsequent
obligation under this Agreement.

13.6 Force Majeure: No party shall be deemed to be in breach for non-performance
under this Agreement (except for  non-performance of obligations to pay money or
obligations  under  Section  10  hereof  (Confidentiality)),   so  long  as  its
non-performance is due to labour unrest,  natural disaster or Act of God, act of
war or  terrorism,  or other cause beyond the  reasonable  control of the party,
provided however that lack of financing shall in no event be deemed such a cause
and provided  further that, in the event any force majeure is not removed within
ninety days after its first interference with the party's performance, the other
party shall have the right to terminate  this Agreement upon thirty days written
notice in advance to the non-performing party.

13.7  Governing  Law: The  provisions  of this  Agreement  shall be governed and
construed  in  accordance  with the laws of the  province  of  Alberta,  Canada,
without  regard to rules  regarding  conflicts  of laws.  Any  dispute  under or
relating to this Agreement shall be settled by arbitration.

13.8 Arbitration:  Except that either party may seek injunctive or other similar
relief from a court of competent jurisdiction, any dispute, controversy or claim
arising out of or  relating to this  Agreement,  or the  negotiation  or breach,
termination or validity  thereof (a "Dispute"),  shall be settled by arbitration
pursuant to the rules of the  Arbitration  Act  (Alberta)  and judgment upon the
award rendered by the arbitrator may be entered in any court having jurisdiction
thereof.  The  arbitration  shall be held in Calgary,  Alberta,  shall apply the


                                       19
<PAGE>

substantive  law of the  Province  of Alberta  and shall be  conducted  before a
single arbitrator  mutually  agreeable to the parties hereto, or if no agreement
can be reached on the selection of such arbitrator,  then any party may apply to
the courts of the Province of Alberta to appoint an arbitrator.  The cost of the
arbitration,  including the fees and expenses of the arbitrator, shall be shared
as to 50% by Western  and 50% by Altair.  Each party  shall bear its own cost of
preparing and presenting its case. The arbitration  award (the "Award") shall be
presented to the parties in writing, and upon request of any party hereto, shall
specify the factual  and legal bases for the Award.  The Award may be  confirmed
and  enforced  in  any  court  of  competent  jurisdiction.  Any  party  to  the
arbitration may, before the Award is rendered and/or complied with, apply to any
court  having  jurisdiction  to  enforce  any  interim  award of the  arbitrator
granting  provisional,  injunctive or other interim  equitable  relief ("Interim
Award").  Except as  required by law or as  necessary  in court  proceedings  to
enforce this  arbitration  provision or any Award or Interim Award,  none of the
parties to the arbitration nor an arbitrator may disclose the existence, content
or results of any arbitration hereunder without the prior written consent of the
other  parties  hereto.  There shall be no appeal to the court from any Award or
Interim Award.

13.9 Further  Assurances:  Each party shall promptly execute all documents,  and
perform such other acts, as may be reasonably  necessary or expedient to further
the purposes of this Agreement and the transactions contemplated hereby.

13.10 Time of Essence: Time shall be of the essence of this Agreement.

13.11 Entire  Agreement:  This Agreement  (together  with the Exhibits  attached
hereto)  constitutes  the entire  Agreement of the parties,  and  supersedes all
prior agreements,  promises, or understandings relating to the subject matter of
this Agreement.

13.12 Assignment:  Neither party may assign its rights or obligations under this
Agreement without the other party's prior written consent, except that:

         (a)  Western may assign this  Agreement to any  subsidiary or affiliate
              of  Western or any party that  acquires  substantially  the entire
              business of Western  involved in developing  and selling  Licensed
              Products; and

         (b)  Altair  may  assign  this  Agreement  to any party  that  acquires
              substantially the entire business of Altair involved in developing
              the technology or Intellectual Property rights licensed to Western
              under this Agreement.

Any assignment in violation of this Section 13.12 is void.

13.13 Counterparts:  This Agreement may be executed in two or more counterparts,
each of which shall be deemed an original and all of which taken  together shall
constitute one and the same instrument.

13.14 Severability:  If any provision of this Agreement is held illegal, invalid
or  unenforceable by a court of competent  jurisdiction,  that provision will be
limited or eliminated  to the minimum  extent  necessary so that this  Agreement
shall otherwise remain in full force and effect and enforceable.

13.15 Export Control.  Subject to Canadian law, each party shall comply with all
applicable  export laws,  restrictions,  and regulations of any United States or
foreign  agency or authority and will not export or re-export,  or authorize the
export or re-export  of any product,  technology  or  information  it obtains or
learns  pursuant to this Agreement (or any direct product  thereof) in violation
of any such laws, restrictions or regulations.

                                       20
<PAGE>

13.16 Currency:  Unless otherwise expressly provided herein, all money and other
financial  references  used  in  this  Agreement,  including  its  exhibits  and
appendices, shall be to U.S. dollars.

         IN WITNESS  WHEREOF the parties have executed this  Agreement as of the
date and year first written above by their authorized agents as set forth below.

Altair Nanotechnologies, Inc.            Western Oil Sands Inc.
By: /s/ William Long                     By: /s/ Guy J. Turcotte
    ---------------------------------       ------------------------------------
Name: William Long                       Name: Guy J. Turcotte
Office: Chief Executive Officer          Office: President & CEO


Altair Nanomaterials, Inc.
By: /s/ D. K. Ellsworth
    ---------------------------------
Name: Doug Ellsworth
Office: President

                                       21

<PAGE>
                                                                    Exhibit A
                                                      Phased Development Plan
--------------------------------------------------------------------------------


                                    Exhibit A

                             Phased Development Plan

This Phased  Development  Plan,  as from time to time may be amended,  modified,
supplemented or updated (the "Phased Development Plan") is incorporated into and
made a part of that certain License Agreement for Altair TiO2 Pigment Technology
between   Altair   Nanotechnologies,   Inc.  and  Altair   Nanomaterials,   Inc.
(collectively,  "ALTAIR")  and Western Oil Sands Inc.  ("WESTERN")  entered into
effective as of January ______,  2004 (the  "Agreement").  Any capitalized terms
used in this Phased  Development Plan which are not otherwise defined shall have
the meanings ascribed to such terms in the Agreement.

Western's  Heavy  Minerals  Upgrade  Project  -  Zircon,  Rutile,  Ilmenite  and
Leucoxene Mineral Resource

WESTERN would like to develop  business  opportunities  by  capitalising  on the
concentrations  of titanium and  zirconium in certain  heavy  mineral  deposits.
ALTAIR has a  proprietary  process that  extracts Ti values from ilmenite ore to
produce  pigment grade TiO2 (which is referred to herein as the AHPP (as defined
in the Agreement)).  In addition,  ALTAIR possesses certain  hydrometallurgical,
mineral  processing,  mineralogical  and  analytical  capabilities  required  to
optimize heavy mineral recoveries from a variety of mineral  resources.  WESTERN
is interested  in evaluating  and licensing the AHPP for the purpose of applying
it to various  heavy  mineral  concentrates.  Western's  ERA  director  has been
retained by WESTERN to direct WESTERN's Energy Research Alliance group that will
oversee this project.

A phased  approach is proposed  that will enable  WESTERN to evaluate  the AHPP,
make  informed  decisions  and,  subject  to the  terms  and  conditions  of the
Agreement,  earn technology  licenses.  The first phase of development will take
approximately  12-18  months and will  culminate  in a  preliminary  engineering
feasibility study.

Each phase will be used to improve the cost  estimates and operating  parameters
before moving on to the next stage of capital  investment risk. As each phase is
completed,  WESTERN will  evaluate the success and  determine  whether or not it
will continue the program.

The development phases include: 1) resource evaluation,  piloting,  TiO2 pigment
demonstration   and   engineering    feasibility   study;   2)   semi-commercial
demonstration  plant operating at 5,000-10,000 tons per year for market testing;
3)  single-line  plant  producing  about  25,000 tons per year of finished  TiO2
pigment  that  could be  expanded  to three  lines as soon as the first  line of
production proves feasible.



                                       22
<PAGE>

                                                                    Exhibit A
                                                      Phased Development Plan
--------------------------------------------------------------------------------

In order  to  reduce  the risk to  WESTERN,  a staged  development  plan for the
initial  phase is  proposed  to enable  WESTERN to make  informed  decisions  on
whether it can  successfully  enter the TiO2 pigment and/or titanium  containing
product business.  This phase consists of four development stages including:  1)
resource evaluation and mineral beneficiation to produce a product for leaching;
2) large batch preparation and digestion  efficiencies and evaluation;  3) large
batch  purification,  spray  hydrolysis,  calcination  and  milling;  and  4) an
engineering feasibility study.

The estimated  budgets listed in this Phased  Development Plan are all-inclusive
with overhead,  reagents,  expenses and equipment all built into the prices. The
parties  acknowledge  and agree that the estimated  budgets  provided herein are
merely  estimates,  that  neither  party  shall be bound to or  limited  by such
estimates,  and that the actual  invoice  amounts  to  WESTERN  will be based on
actual  hours  worked,  expenses  incurred  and  contractor's  direct  invoices;
notwithstanding  the foregoing,  to the extent that ALTAIR  determines  that its
actual costs will exceed those set out in the  estimated  budgets,  ALTAIR shall
obtain prior written  consent from WESTERN prior to incurring  such costs,  such
consent not to be unreasonably withheld.

WESTERN shall pay ALTAIR for all work  performed  under this Phased  Development
Plan in accordance with ALTAIR's  then-current  billing rates, as such rates may
be modified  by ALTAIR from time to time.  ALTAIR's  current  billing  rates are
listed in Appendix I. These  rates will  remain in force  during  Phase I of the
program. In addition,  WESTERN shall reimburse ALTAIR for any costs and expenses
incurred  by  ALTAIR  in  connection  with the work to be  performed  hereunder,
including,  without  limitation,  the costs of any  contractors  retained by the
parties. All compensation,  fees, expense reimbursements and other amounts owing
to ALTAIR from WESTERN  shall be due and payable  within  thirty (30) days after
the date of ALTAIR's  invoice  therefor.  ALTAIR shall have the right to invoice
WESTERN on a monthly basis.

ALTAIR shall not purchase any  equipment  with a value of more than $250 without
the prior written consent of WESTERN.

Characterization work will be conducted as required to determine the feasibility
of extracting commercial values from WESTERN process tailings.  Characterization
procedures and outcomes are outlined in Appendix II.

Every three months ALTAIR and WESTERN shall review budgets and recommend changes
wherever needed.  Notwithstanding the foregoing,  WESTERN may from time to time,
in its sole  discretion,  revise  the  scope  and the  nature  of the  tasks and
deliverables  to  be  completed  by  ALTAIR  under  each  Phase  of  the  Phased
Development Plan.

                                       23
<PAGE>

                                                                    Exhibit A
                                                      Phased Development Plan
--------------------------------------------------------------------------------

Phase I:

Resource evaluation, piloting, demonstration and engineering feasibility study ~
12-18 months

Objective: Prove processing technology for upgrading Western Oil Sands thickener
underflow  tailings  directly to produce zircon,  rutile and TiO2 pigment and/or
pigment  helper.  An  intermediate  centrifuge  tailings  material,  provided by
others,  that is already upgraded to approximately  10% TiO2 will be supplied to
accelerate our understanding of WESTERN's resource.  The outcome of Phase I will
be a preliminary engineering feasibility study.


Stage I: Resource Evaluation
Samples of both WESTERN thickener underflow and centrifuge tailings from another
source have been shipped or are being prepared for shipment. Centrifuge tailings
are the intermediate concentrate desired for the final beneficiation and upgrade
and will be compared to the WESTERN  tailings.  The following tasks are required
to support the economic evaluation of the mineral resources.

Tasks:
1.       Characterize materials as-received - SEM, XRD, OM, ICP suite, moisture,
         loss on ignition, carbon and sulfur.
2.       Roast  to  burn  off  residual   organic   bitumens  and   asphaltenes.
         Alternatively   WESTERN   could   use   third   party   technology   to
         remove/recover the asphaltene fraction.
3.       Characterize roasted residue - SEM, XRD, OM, ICP suite, moisture,  loss
         on ignition,  carbon and sulfur.  4. Perform Sieve  Fraction  analysis;
         determine weight percent of each fraction, mineral content, chemical
         analysis,  XRD and SEM. Determine fraction having highest heavy mineral
         concentrate  and perform  heavy  liquid  sink/  float  analysis of that
         fraction,  weight percent of each sink/float fraction,  mineral content
         of each sink/float fraction using OM, XRD and SEM, chemical analysis of
         each sink/float fraction.
5.       Perform  preliminary density and/or flotation tests to determine Ti and
         Zr  minerals  upgrade   feasibility,   chemically  and  mineralogically
         characterize density and flotation concentrates and tailings.
6.       Prepare report and assess  viability to process WESTERN  material using
         the  ALTAIR  hydrochloride  process.  Compare  and  contrast  Suncor to
         WESTERN materials.

Duration:  Approximately 4 months to complete from date of signing.
Estimated Cost: See Appendix III: US$104,600.

                                       24
<PAGE>
                                                                    Exhibit A
                                                      Phased Development Plan
--------------------------------------------------------------------------------
Stage 2: Centrifuge Tailings Resource preparation and Digestion

Evaluate the feasibility of beneficiating valuable heavy minerals and extracting
Ti from mineral concentrates  derived from third party centrifuge  tailings.  If
Stage 1 results are positive and a titanium concentrate can be produced, samples
from  WESTERN  resources  shall  follow after a large sample is produced in mini
circuit the same path below.

Tasks:
1.       Produce approximately 100 kgs of WESTERN resource sample for concurrent
         testing with the Centrifuge Tailings sample
2.       Perform  crucible tests to determine  minimum  temperature  required to
         remove organic phase. Characterize inorganic residue after roasting.
3.       Prepare  approximately 100 kilograms of centrifuge  tailing material by
         roasting in a 6" rotary calciner using criteria determined in #1.
4.       Beneficiate and recover heavy mineral concentrates  including ilmenite,
         leucoxene, rutile and zircon.
5.       Determine quantities of each fraction.
6.       Determine  quality of each  fraction by using XRD, SEM, OM and chemical
         analysis.
7.       Digest  approximately  30 kg of  the  ilmenite/leucoxene  concentrates.
         Perform  6  tests  in  different  leaching   conditions,   cleanup  and
         interpretation. Consider alternative filtration methods.
8.       Perform chemical analysis of the resulting digestates.
9.       Perform chemical and mineralogical analysis of the residue.
10.      Perform a material balance of the chemical components.
11.      Prepare  report and assess the viability of using the ALTAIR  digestion
         process on centrifuge tailings titanium mineral concentrates.

Duration: Approximately 4 months
Estimated Budget: See Appendix IV: US$192,600

Stage 3:  Large batch SX purification, spray hydrolysis, calcination and milling

Prove and refine purification/pigment  formation using digestion liquors derived
from Stage 2 testing.

Tasks:
1.       Reduce,  crystallize  and filter iron chloride from the leach solution.
         2.  Chemically   characterize   filtrate.  3.  Run  continuous  solvent
         extraction using SX1 standard conditions to separate Ti.
4.       Run  continuous  solvent  extraction  using SX2 standard  conditions to
         remove traces of iron from Ti aqueous solution.
5.       Spray hydrolyze using standard  pigment  conditions.

                                       25
<PAGE>

                                                                    Exhibit A
                                                      Phased Development Plan
--------------------------------------------------------------------------------

6.       Calcine using standard pigment conditions.
7.       Mill to primary pigmentary particles.
8.       Characterize pigment base.
9.       Prepare report and assess the viability of the purification  process to
         the Suncor titanium concentrates.

Duration: approximately 4 months
Estimated Budget:  See Appendix V - US$195,000


Stage 4:  Preliminary Engineering Feasibility Study

BHP Minerals  contracted Davy International in 1995 to perform a pre-feasibility
study on a technology that ultimately lead to the Ilmenite Upgrade Technology as
it is today and much of the information  derived from that study is still valid.
A 2003 feasibility study is required to update the information.  ALTAIR has been
presented  with  proposals  from two  international  engineering  companies that
provide an estimate of cost between $50,000 and $75,000. ALTAIR and WESTERN will
agree on a suitable  engineering  contractor to perform the work and ALTAIR will
provide all the engineering details and part time engineering assistance.

Duration: approximately 4 months
Feasibility Study Cost:  approximately US$100,000
Estimated Budget: See Appendix VI, US$138,200



Total Phase I Estimated Budget: US$630,400.



Phase II:

Semi-commercial  demonstration  plant operating at mutually agreed upon tons per
year for market testing ~ 2 years

To be constructed at any site of WESTERN's choosing, but preferably at an Albian
site near Fort McMurray. Examine the feasibility of purchasing and using the old
Kerr McGee Mobile  Alabama  plant  equipment.  Equipment  is standard,  "off-the
shelf" chemical  industry  equipment.  The parties shall agree upon the Phase II
Time Period and such other details of Phase II as they deem  necessary  prior to
commencing Phase II.

Approximate Cost: ~$25 million, or whatever lower amount is required to complete
the construction of a demonstration plant.
Duration: approximately 2 years

                                       26
<PAGE>

                                                                    Exhibit A
                                                      Phased Development Plan
--------------------------------------------------------------------------------

Phase III:

Single-line plant producing  mutually agreed upon tons per year of finished TiO2
pigment  that  could be  expanded  to three  lines as soon as the first  line of
production proves feasible ~ 2 years

Cost:  to be determined in the engineering feasibility study.
Duration: approximately 2 years

The parties shall agree upon the Phase III Time Period and such other details of
Phase III as they deem necessary prior to commencing Phase III.

Appendix I -- Project Team Members and Rates (rates fixed during Phase I)

<TABLE>
<CAPTION>
--------------------------------- ------------------------------------------------------------------- ----------------
<S>                               <C>                                                                 <C>
Position                          Project Duties                                                      Rates/Hour
--------------------------------- ------------------------------------------------------------------- ----------------
Director R&D and Eng.             Project Director                                                          $106
--------------------------------- ------------------------------------------------------------------- ----------------
Manager Engineering               Oversee Pilot Plant Activities                                            $ 77
--------------------------------- ------------------------------------------------------------------- ----------------
Manager R&D                       Oversee Development Activities                                            $ 82
--------------------------------- ------------------------------------------------------------------- ----------------
Metallurgical Engineer            Pilot Plant Operator and bench scale Engineering                          $ 63
--------------------------------- ------------------------------------------------------------------- ----------------
Metallurgical Engineer            Pilot Plant Operator and bench scale engineering                          $ 75
--------------------------------- ------------------------------------------------------------------- ----------------
Metallurgical Engineer            Pilot Plant Operator and bench scale engineering                          $ 53
--------------------------------- ------------------------------------------------------------------- ----------------
Chief Chemist                     Chemical Characterization                                                 $ 53
--------------------------------- ------------------------------------------------------------------- ----------------
SEM/XRD Spectroscopist            SEM and XRD characterization                                              $ 68
--------------------------------- ------------------------------------------------------------------- ----------------
Analytical Technician             Chemical Characterization                                                 $ 30
--------------------------------- ------------------------------------------------------------------- ----------------
Metallurgical Technician          Pilot Plant Operator and bench technician                                 $ 34
--------------------------------- ------------------------------------------------------------------- ----------------
Design Engineer                   Fabrication, Plant Commissioning, Maintenance, and Repair                 $ 60
--------------------------------- ------------------------------------------------------------------- ----------------
Mechanic Helper                   Pilot Plant Operation                                                     $ 31
--------------------------------- ------------------------------------------------------------------- ----------------
Metallurgical Technician          Mineralogist, pilot plan operator, bench scale engineering                $ 53
--------------------------------- ------------------------------------------------------------------- ----------------
</TABLE>


                                       27
<PAGE>

Appendix II  --  Characterization Instrumentation and Techniques


SEM -- Hitachi S4700 Field Emission Scanning Electron Microscope - examine the
mineral interactions, clay minerals, and associations of all economic minerals.

EDS -- Oxford Instruments Energy dispersive X-ray micro analysis spectrometer
mounted on the Hitachi S4700 Scanning Electron Microscope to determine minor and
major elements in micron size structures.

XRD -- Scintag X-1 X-ray diffractometer - scans using an instrument to determine
the most predominate crystalline mineral phases.

ICP -- Perkin Elmer Optima 3000 Dual View Inductively coupled argon plasma
spectrometry - multi-element analysis for trace, minor and major constituents.

DCP -- Beckman Spectraspan VI Direct Current plasma spectrometry - multi-element
analysis for trace, minor and major constituents.

OM -- Optical Microscopy - perform mineral point counts using optical microscopy
to determine approximate percentages of valuable minerals and association of
gangue to economic minerals.

PSA -- Beckman LS-230 laser scattering particle size analyzer.

SA -- Beckman SA 2100 Surface area analysis using nitrogen.

SG -- Micromerities Helium pyonometer determines specific gravity.

TGA -- Perkin Elemer Thermo - gravimetric analysis.

DTA -- Perkin Elmer Differential thermal analysis.





                                       28
<PAGE>

<TABLE>
<CAPTION>
Appendix  III
                                   Phase I Stage I -- Resource Characterization [split table]
----- --------------------------------------- ---------- --------- -------- ---------- -------- -------- ---------- -------
      Employee                                     BS        DV       TS        SC        JP       KC       ES         BF
----- --------------------------------------- ---------- --------- -------- ---------- -------- -------- ---------- -------
<S>                                           <C>        <C>       <C>      <C>        <C>      <C>      <C>        <C>
      Rate per hour                           $  106     $   77    $  82    $  63      $  75    $  53    $  53      $  68
----- --------------------------------------- ---------- --------- -------- ---------- -------- -------- ---------- -------
1     Characterize materials as received -        24         24       24       16          16      16       40         16
      SEM, XRD, OM, ICP suite, moisture,
      loss on ignition, carbon, and sulfur.
----- --------------------------------------- ---------- --------- -------- ---------- -------- -------- ---------- -------
2     Roast to burn off residual organic          24         24       24       24           8       8       40         16
      bitumens and asphaltenes,
      characterize residue
----- --------------------------------------- ---------- --------- -------- ---------- -------- -------- ---------- -------
3     Perform sieve fraction analysis,                        8                48                           40         32
      determine weight percent of each
      fraction, chemical analysis and
      mineralogical analysis, XRD and SEM
----- --------------------------------------- ---------- --------- -------- ---------- -------- -------- ---------- -------
4     Determine fraction having highest                                        40                           40         32
      heavy mineral concentrate and perform
      heavy liquid sink/float analysis of that
      fraction, characterize each fraction.
----- --------------------------------------- ---------- --------- -------- ---------- -------- -------- ---------- -------
5     Develop and perform floatation tests        16        16       16        48                           40         32
      to upgrade Western Oil sands tailings,
      determine weight percent of each
      fraction, determine mineral content
      of each fraction via OM, XRD, and SEM,
      and chemical analysis.
----- --------------------------------------- ---------- --------- -------- ---------- -------- -------- ---------- -------
6     Prepare report and assess viability         24        24       24        24           8        8
      to process WESTERN material using the
      ALTAIR hydrochloride process.
      Compare and contract centrifuge tails
      materials from other sources to
      WESTERN materials.
----- --------------------------------------- ---------- --------- -------- ---------- -------- -------- ---------- -------
      Phase I Stage I subtotals               $   9,308  $7,385    $7,192   $12,500    $2,400   $1,692   $10,577    $8,738
----- --------------------------------------- ---------- --------- -------- ---------- -------- -------- ---------- -------

      Total ALTAIR Labor and Overhead         $ 84,631
----- --------------------------------------- ---------- --------- -------- ---------- -------- -------- ---------- -------
      Outside contractor (mineralogist)       $ 10,000
----- --------------------------------------- ---------- --------- -------- ---------- -------- -------- ---------- -------
      Outside contractor (location            $ 20,000
      consultant)
----- --------------------------------------- ---------- --------- -------- ---------- -------- -------- ---------- -------
      Minor Equipment                         $ 20,000
----- --------------------------------------- ---------- --------- -------- ---------- -------- -------- ---------- -------
      Approximate Budget                      $104,631
----- --------------------------------------- ---------- --------- -------- ---------- -------- -------- ---------- -------
</TABLE>

                                       29
<PAGE>

<TABLE>
<CAPTION>
Appendix  III
                                   Phase I Stage I -- Resource Characterization [cont'd]
----- --------------------------------------- --------- -------- -------- --------- --------
      Employee                                   EO        RT       GE       JM        GF
----- --------------------------------------- --------- -------- -------- --------- --------
<S>                                           <C>       <C>      <C>      <C>       <C>
      Rate per hour                           $  60     $  34    $  53    $  30     $  31
----- --------------------------------------- --------- -------- -------- --------- --------
1     Characterize materials as received -                                   40
      SEM, XRD, OM, ICP suite, moisture,
      loss on ignition, carbon, and sulfur.
----- --------------------------------------- --------- -------- -------- --------- --------
2     Roast to burn off residual organic         24        24       24       40        24
      bitumens and asphaltenes,
      characterize residue
----- --------------------------------------- --------- -------- -------- --------- --------
3     Perform sieve fraction analysis,                     48       48       40
      determine weight percent of each
      fraction, chemical analysis and
      mineralogical analysis, XRD and SEM
----- --------------------------------------- --------- -------- -------- --------- --------
4     Determine fraction having highest                    48       48       40
      heavy mineral concentrate and perform
      heavy liquid sink/float analysis of that
      fraction, characterize each fraction.
----- --------------------------------------- --------- -------- -------- --------- --------
5     Develop and perform floatation tests      24         48       48       40        24
      to upgrade Western Oil sands tailings,
      determine weight percent of each
      fraction, determine mineral content
      of each fraction via OM, XRD, and SEM,
      and chemical analysis.
----- --------------------------------------- --------- -------- -------- --------- --------
6     Prepare report and assess viability
      to process WESTERN material using the
      ALTAIR hydrochloride process.
      Compare and contract centrifuge tails
      materials from other sources to
      WESTERN materials.
----- --------------------------------------- --------- -------- -------- --------- --------
      Phase I Stage I subtotals               $2,862    $5,654   $8,885   $5,962    $1,477
----- --------------------------------------- --------- -------- -------- --------- --------

      Total ALTAIR Labor and Overhead
----- --------------------------------------- --------- -------- -------- --------- --------
      Outside contractor (mineralogist)
----- --------------------------------------- --------- -------- -------- --------- --------
      Outside contractor (location
      consultant)
----- --------------------------------------- --------- -------- -------- --------- --------
      Minor Equipment
----- --------------------------------------- --------- -------- -------- --------- --------
      Approximate Budget
----- --------------------------------------- --------- -------- -------- --------- --------
</TABLE>


                                       30
<PAGE>

<TABLE>
<CAPTION>
Appendix  IV
                              Phase I Stage II -- Resource Preparation and Digestion [split table]
----- ----------------------------------- ----------- --------- ---------- --------- ---------- -------- --------- --------
      Employee                                 BS         DV       TS          SC       JP         KC       ES        BF
----- ----------------------------------- ----------- --------- ---------- --------- ---------- -------- --------- --------
<S>                                       <C>         <C>       <C>        <C>       <C>        <C>      <C>       <C>
      Rate per hour                       $  106      $   77    $  82      $  63     $  75      $  53    $  53     $  68
----- ----------------------------------- ----------- --------- ---------- --------- ---------- -------- --------- --------
1     Perform crucible tests to               40          40       24         24        24                  40
      determine    minimum temperature
      required to remove organic phase.
      Characterize inorganic residue
      after roasting.
----- ----------------------------------- ----------- --------- ---------- --------- ---------- -------- --------- --------
2     Prepare approximately 100               32          40       24         80                            40
      kilograms of Suncor centrifuge
      tailing material by roasting in a
      6" rotary calciner using criteria
      determined in #1.
----- ----------------------------------- ----------- --------- ---------- --------- ---------- -------- --------- --------
3     Beneficiate and recover heavy            32         40       24         80       160        160
      mineral concentrates including
      ilmenite, leucoxene, rutile, and
      zircon.
----- ----------------------------------- ----------- --------- ---------- --------- ---------- -------- --------- --------
4     Determine quantities, XRD, SEM,          32                                                           40        40
      OM, and chemical analysis of each
      fraction..
----- ----------------------------------- ----------- --------- ---------- --------- ---------- -------- --------- --------
5     Digest approximately 30kg of the         32         80       24         80
      ilmenite/leucoxene concentrates.
      Perform 6 tests in different
      leaching conditions, cleanup, and
      interpretation.  Consider
      alternative filtration methods.
----- ----------------------------------- ----------- --------- ---------- --------- ---------- -------- --------- --------
6     Perform chemical analysis of the         32                                                           40        24
      resulting digestates and residues.
----- ----------------------------------- ----------- --------- ---------- --------- ---------- -------- --------- --------
7     Perform a material balance of the         8          8        8           8
      chemical components.
----- ----------------------------------- ----------- --------- ---------- --------- ---------- -------- --------- --------
8     Prepare report and assess the            40         40        40        24        24         24
      viability of the digestion
      process to the oil sand heavy
      mineral concentrates.
----- ----------------------------------- ----------- --------- ---------- --------- ---------- -------- --------- --------
      Subtotal Phase I  Stage II          $  26,231   $19,077   $11,769    $18,500   $15,600    $9,731   $8,462    $4,369
----- ----------------------------------- ----------- --------- ---------- --------- ---------- -------- --------- --------
      Total ALTAIR Labor and Overhead     $152,631
----- ----------------------------------- ----------- --------- ---------- --------- ---------- -------- --------- --------
      Outside contractor (mineralogist)   $ 10,000
----- ----------------------------------- ----------- --------- ---------- --------- ---------- -------- --------- --------
      Outside contractor (mineral         $ 20,000
      beneficiation consultant)
----- ----------------------------------- ----------- --------- ---------- --------- ---------- -------- --------- --------
      Minor Equipment                     $ 10,000
----- ----------------------------------- ----------- --------- ---------- --------- ---------- -------- --------- --------
      Approximate Budget                  $192,631
----- ----------------------------------- ----------- --------- ---------- --------- ---------- -------- --------- --------
</TABLE>


                                       31
<PAGE>

<TABLE>
<CAPTION>
Appendix  IV
                              Phase I Stage II -- Resource Preparation and Digestion [cont'd]
----- ----------------------------------- -------- --------- --------- --------- --------
      Employee                               EO       RT        GE        JM        GF
----- ----------------------------------- -------- --------- --------- --------- --------
<S>                                       <C>      <C>       <C>       <C>       <C>
      Rate per hour                       $  60    $  34     $  53     $  30     $  31
----- ----------------------------------- -------- --------- --------- --------- --------
1     Perform crucible tests to                       40        40        24
      determine    minimum temperature
      required to remove organic phase.
      Characterize inorganic residue
      after roasting.
----- ----------------------------------- -------- --------- --------- --------- --------
2     Prepare approximately 100              40       80        80        24        40
      kilograms of Suncor centrifuge
      tailing material by roasting in a
      6" rotary calciner using criteria
      determined in #1.
----- ----------------------------------- -------- --------- --------- --------- --------
3     Beneficiate and recover heavy          40       80        80                  40
      mineral concentrates including
      ilmenite, leucoxene, rutile, and
      zircon.
----- ----------------------------------- -------- --------- --------- --------- --------
4     Determine quantities, XRD, SEM,                                    40
      OM, and chemical analysis of each
      fraction..
----- ----------------------------------- -------- --------- --------- --------- --------
5     Digest approximately 30kg of the       40       80        80                  40
      ilmenite/leucoxene concentrates.
      Perform 6 tests in different
      leaching conditions, cleanup, and
      interpretation.  Consider
      alternative filtration methods.
----- ----------------------------------- -------- --------- --------- --------- --------
6     Perform chemical analysis of the                                    40
      resulting digestates and residues.
----- ----------------------------------- -------- --------- --------- --------- --------
7     Perform a material balance of the
      chemical components.
----- ----------------------------------- -------- --------- --------- --------- --------
8     Prepare report and assess the
      viability of the digestion
      process to the oil sand heavy
      mineral concentrates.
----- ----------------------------------- -------- --------- --------- --------- --------
      Subtotal Phase I  Stage II          $7,154   $9,423    $14,808   $3,815    $3,692
----- ----------------------------------- -------- --------- --------- --------- --------
      Total ALTAIR Labor and Overhead
----- ----------------------------------- -------- --------- --------- --------- --------
      Outside contractor (mineralogist)
----- ----------------------------------- -------- --------- --------- --------- --------
      Outside contractor (mineral
      beneficiation consultant)
----- ----------------------------------- -------- --------- --------- --------- --------
      Minor Equipment
----- ----------------------------------- -------- --------- --------- --------- --------
      Approximate Budget
----- ----------------------------------- -------- --------- --------- --------- --------
</TABLE>

                                       32
<PAGE>

<TABLE>
<CAPTION>
Appendix  V
           Phase I Stage III -- Large Batch SX Purification, Spray Hydrolysis, Calcination, and Milling [split table]
----- ----------------------------------- ----------- --------- ---------- --------- --------- -------- -------- ---------
      Employee                                 BS         DV       TS          SC       JP        KC       ES       BF
----- ----------------------------------- ----------- --------- ---------- --------- --------- -------- -------- ---------
<S>                                       <C>         <C>       <C>        <C>       <C>       <C>      <C>      <C>
      Rate per hour                       $  106      $   77    $  82      $  63     $  75     $  53    $  53    $  68
----- ----------------------------------- ----------- --------- ---------- --------- --------- -------- -------- ---------
1     Reduce crystallize and filter            80          80       80         80
      iron chloride from the leach
      solution.
----- ----------------------------------- ----------- --------- ---------- --------- --------- -------- -------- ---------
2     Perform chemical analysis on                                                                          40      24
      filtrate.
----- ----------------------------------- ----------- --------- ---------- --------- --------- -------- -------- ---------
3     Run continuous solvent extraction       160         160      160        160       40        40        40
      using SX1 standard conditions to
      separate Ti.
----- ----------------------------------- ----------- --------- ---------- --------- --------- -------- -------- ---------
4     Run continuous solvent extraction        20          80       16         80       16                  40
      using SX2 standard conditions to
      remove traces of iron from Ti
      aqueous solution...
----- ----------------------------------- ----------- --------- ---------- --------- --------- -------- -------- ---------
5     Spray hydrolyze, calcine, and mel        16         16        16        16        16        40
      using standard pigment conditions.
----- ----------------------------------- ----------- --------- ---------- --------- --------- -------- -------- ---------
6     Characterize pigment base.                                                                            40      40
----- ----------------------------------- ----------- --------- ---------- --------- --------- -------- -------- ---------
7     Prepare report and assess the            40         40        40         24       24        24
      viability of the purification
      process to the Suncore litanium
      concentrates.
----- ----------------------------------- ----------- --------- ---------- --------- --------- -------- -------- ---------
      Subtotal Phase I  Stage III         $  33,423   $28,923   $25,500    $22,500   $7,200    $5,500   $8,462   $4,369
----- ----------------------------------- ----------- --------- ---------- --------- --------- -------- -------- ---------

      Total ALTAIR Labor and Overhead     $179,031
----- ----------------------------------- ----------- --------- ---------- --------- --------- -------- -------- ---------
      Outside contractor (mineralogist)   $  4,000
----- ----------------------------------- ----------- --------- ---------- --------- --------- -------- -------- ---------
      Outside contractor (mineral         $ 12,000
      beneficiation consultant)
----- ----------------------------------- ----------- --------- ---------- --------- --------- -------- -------- ---------
      Minor Equipment                     $ 10,000
----- ----------------------------------- ----------- --------- ---------- --------- --------- -------- -------- ---------
      Approximate Budget                  $195,031
----- ----------------------------------- ----------- --------- ---------- --------- --------- -------- -------- ---------
</TABLE>

                                       33
<PAGE>

<TABLE>
<CAPTION>
Appendix  V
           Phase I Stage III -- Large Batch SX Purification, Spray Hydrolysis, Calcination, and Milling [cont'd]
----- ----------------------------------- -------- ---------- --------- --------- --------
      Employee                               EO       RT         GE        JM        GF
----- ----------------------------------- -------- ---------- --------- --------- --------
<S>                                       <C>      <C>        <C>       <C>       <C>
      Rate per hour                       $  60    $  34      $  53     $  30     $  31
----- ----------------------------------- -------- ---------- --------- --------- --------
1     Reduce crystallize and filter                    80         80
      iron chloride from the leach
      solution.
----- ----------------------------------- -------- ---------- --------- --------- --------
2     Perform chemical analysis on                                         40
      filtrate.
----- ----------------------------------- -------- ---------- --------- --------- --------
3     Run continuous solvent extraction      40       160        160        40        40
      using SX1 standard conditions to
      separate Ti.
----- ----------------------------------- -------- ---------- --------- --------- --------
4     Run continuous solvent extraction      40        80         80        40        40
      using SX2 standard conditions to
      remove traces of iron from Ti
      aqueous solution...
----- ----------------------------------- -------- ---------- --------- --------- --------
5     Spray hydrolyze, calcine, and mel                40         40
      using standard pigment conditions.
----- ----------------------------------- -------- ---------- --------- --------- --------
6     Characterize pigment base.                                           40
----- ----------------------------------- -------- ---------- --------- --------- --------
7     Prepare report and assess the
      viability of the purification
      process to the Suncore litanium
      concentrates.
----- ----------------------------------- -------- ---------- --------- --------- --------
      Subtotal Phase I  Stage III         $4,769    $12,115    $19,038   $4,769    $2,462
----- ----------------------------------- -------- ---------- --------- --------- --------

      Total ALTAIR Labor and Overhead
----- ----------------------------------- -------- ---------- --------- --------- --------
      Outside contractor (mineralogist)
----- ----------------------------------- -------- ---------- --------- --------- --------
      Outside contractor (mineral
      beneficiation consultant)
----- ----------------------------------- -------- ---------- --------- --------- --------
      Minor Equipment
----- ----------------------------------- -------- ---------- --------- --------- --------
      Approximate Budget
----- ----------------------------------- -------- ---------- --------- --------- --------

</TABLE>

                                       34
<PAGE>

<TABLE>
<CAPTION>
Appendix  VI
                                 Phase I Stage IV --Engineering Feasibility Study [split table]
----- ------------------------------------------------------ ---------- --------- -------- --------- -------- ------ ------
      Employee                                                    BS        DV       TS        SC       JP      KC    ES
----- ------------------------------------------------------ ---------- --------- -------- --------- -------- ------ ------
<S>                                                          <C>        <C>       <C>      <C>       <C>      <C>    <C>
      Rate per hour                                          $   106     $   77    $  82    $  63     $  75    $  53  $53
----- ------------------------------------------------------ ---------- --------- -------- --------- -------- ------ ------

1     Support for Engineering Contractor                          80         80       80      80         16      16
----- ------------------------------------------------------ ---------- --------- -------- --------- -------- ------ ------

----- ------------------------------------------------------ ---------- --------- -------- --------- -------- ------ ------

----- ------------------------------------------------------ ---------- --------- -------- --------- -------- ------ ------
      Subtotal Phase I  Stage IV                             $  8,462  $6,154    $6,538   $5,000    $1,200   $846   $0
----- ------------------------------------------------------ ---------- --------- -------- --------- -------- ------ ------

      Total ALTAIR Labor and Overhead                        $ 28,200
----- ------------------------------------------------------ ---------- --------- -------- --------- -------- ------ ------
      Outside contractor (Engineering)                       $100,000
----- ------------------------------------------------------ ---------- --------- -------- --------- -------- ------ ------
      Outside contractor (mineral beneficiation consultant)  $ 10,000
----- ------------------------------------------------------ ---------- --------- -------- --------- -------- ------ ------
      Minor Equipment
----- ------------------------------------------------------ ---------- --------- -------- --------- -------- ------ ------
      Approximate Budget                                     $138,200
----- ------------------------------------------------------ ---------- --------- -------- --------- -------- ------ ------
</TABLE>
<TABLE>
<CAPTION>

Appendix  VI
                                 Phase I Stage IV --Engineering Feasibility Study [cont'd]

----- ------------------------------------------------------ ----- ----- ------ ----- ----- -----
<S>   <C>                                                   <C>    <C>   <C>    <C>   <C>   <C>
      Employee                                               BF    EO    RT     GE    JM    GF
----- ------------------------------------------------------ ----- ----- ------ ----- ----- -----
      Rate per hour                                          $68   $68   $34    $53   $30   $31
----- ------------------------------------------------------ ----- ----- ------ ----- ----- -----

1     Support for Engineering Contractor
----- ------------------------------------------------------ ----- ----- ------ ----- ----- -----

----- ------------------------------------------------------ ----- ----- ------ ----- ----- -----

----- ------------------------------------------------------ ----- ----- ------ ----- ----- -----
      Subtotal Phase I  Stage IV                             $0    $0    $0     $0    $0    $0
----- ------------------------------------------------------ ----- ----- ------ ----- ----- -----

      Total ALTAIR Labor and Overhead
----- ------------------------------------------------------ ----- ----- ------ ----- ----- -----
      Outside contractor (Engineering)
----- ------------------------------------------------------ ----- ----- ------ ----- ----- -----
      Outside contractor (mineral beneficiation consultant)
----- ------------------------------------------------------ ----- ----- ------ ----- ----- -----
      Minor Equipment
----- ------------------------------------------------------ ----- ----- ------ ----- ----- -----
      Approximate Budget
----- ------------------------------------------------------ ----- ----- ------ ----- ----- -----

</TABLE>

                                       35
<PAGE>

                                    EXHIBIT B

                     Altair Patents and Patent Applications

Issued Patents:

US Patent  6,375,923,  titled  "Processing  Titaniferous Ore to Titanium Dioxide
Pigment," which was filed on February 7, 2000.

International  publication number WO 01/00531,  "Processing  Titaniferous Ore to
Titanium Dioxide Pigment."
PCT application filing date: June 14, 2000.
PCT application publication date: Jan 4, 2001.

U.S. Patent 6,548,039, titled "Processing Aqueous Titanium Solutions to Titanium
Dioxide Pigment," which was filed on February 14, 2000.

International  publication  number  WO  01/00530  "Processing  Aqueous  Titanium
Solutions to Titanium Dioxide  Pigment".  PCT application  filing date: June 14,
2000. PCT application publication date: Jan 4, 2001.

Patent Applications:

***
Contemplated Applications:

***

***Portions  of  this  page  have  been  omitted   pursuant  to  a  request  for
confidential treatment filed separately with the SEC.

                                       36

<PAGE>

EXHIBIT C

                               Public Announcement

     ALTAIR NANOTECHNOLOGIES AND WESTERN OIL SANDS SIGN TECHNOLOGY LICENSING
                AGREEMENT FOR ALTAIR HYDROCHLORIC PIGMENT PROCESS

RENO, NV - January 23, 2004 - Altair  Nanotechnologies,  Inc.  (Nasdaq:ALTI),  a
developer and manufacturer of innovative  nanomaterial  products,  has signed an
exclusive technology licensing agreement with Western Oil Sands Inc., pertaining
to the use of the Altair  Hydrochloride  Pigment Process (AHPP) to extract heavy
minerals from oil sands in Alberta, Canada and produce titanium dioxide pigment.

Under the terms of the agreement,  Western Oil Sands will initially evaluate the
AHPP to recover  titanium and  zirconium in heavy mineral  by-products  from oil
sands tailings taken from various oil sands  operations in the Athabasca  region
in Alberta, Canada.

The  license  is  predicated  on  Western  Oil  Sands  meeting  set  development
milestones   and   investment   levels  to  enable   further   development   and
commercialization in a three-phased,  five-year program.  Western has the option
upon  successful  completion  of the first phase of the  Agreement to expand the
geographic  region and type of resources to which the license applies,  based on
its  level of  investment  in a  demonstration  plant  and  commercial  facility
utilizing AHPP technology.

"Alberta's oil sands tailings will be an excellent  demonstration  of the AHPP,"
said Altair Vice President Doug Ellsworth.  "These tailings contain an estimated
10 percent heavy  minerals,  as compared to 2-4 percent typical in heavy mineral
sand deposits worldwide.  In addition to producing titanium dioxide pigment, the
joint  venture will  evaluate the  economics to extract and sell zircon,  and to
monetize other valuable byproducts such as asphaltenes."

Altair's  proprietary  AHHP technology is a comprehensive  process for producing
white titanium  dioxide pigment from a variety of feedstock  including hard rock
ilmenite ore. It includes a novel combination of processes that extract,  purify
and form high quality white titanium  dioxide pigment.  Distinctive  features of
the process include projected lower operating costs, minimized environmental and
health  risks  and the  recycling  of all  the  chemical  additives  used in the
process.  The patented technology has also provided Altair the unique ability to
produce a wide  variety of  nanomaterials  with narrow  particle  size  control,
chemical purity and particle morphology, at reasonably priced tonnage qualities.


                                     - MORE-

                                       36

<PAGE>

    ALTAIR NANOTECHNOLOGIES AND WESTERN OIL SANDS SIGN TECHNOLOGY LICENSING
               AGREEMENT FOR ALTAIR HYDROCHLORIC PIGMENT PROCESS

WESTERN  OIL SANDS INC.
Western Oil Sands is a Canadian oil sands  corporation  which holds a 20 percent
undivided  interest in the Athabasca Oil Sands Project  (AOSP).  Western and its
partners has completed  construction of the $5.7 billion  (Canadian) first phase
of the AOSP.  Operations  commenced in April 2003 and  production at the Project
continues to progress  towards design  production  rates of 155,000  barrels per
day.  At  these  rates,  this  initial  stage of the  project  will  supply  the
equivalent of 10 percent of Canada's oil needs.  For  additional  information on
Western Oil Sands, visit www.westernoilsands.com.

ALTAIR NANOTECHNOLOGIES, INC.
Nanotechnology  is  rapidly  emerging  as  a  unique  industry  sector.   Altair
Nanotechnologies  is positioning  itself through product  innovation within this
emerging  industry to become a leading  supplier of nanomaterial  technology and
nanomaterials  worldwide.  Altair  owns  a  proprietary  technology  for  making
nanocrystalline  materials  of unique  quality  both  economically  and in large
quantities. The company is currently developing special materials with potential
applications in  pharmaceuticals,  titanium pigment and metal,  batteries,  fuel
cells,  solar cells,  advanced energy storage  devices,  thermal spray coatings,
catalysts,  cosmetics and environmental remediation.  For additional information
on Altair and its nanoparticle materials, visit www.altairnano.com.

Forward-Looking Statements
This  release  may  contain  forward-looking  statements  as well as  historical
information.  Forward-looking statements,  which are included in accordance with
the "safe harbor" provisions of the Private Securities  Litigation Reform Act of
1995,  may involve  risks,  uncertainties  and other  factors that may cause the
company's  actual  results and  performance  in future  periods to be materially
different   from  any  future   results   or   performance   suggested   by  the
forward-looking  statements in this release.  These risks include the risks that
the  results of the  initial  testing of the use of the AHPP may yield  negative
results, that Western Oil Sands will determine for any of various reasons not to
proceed to  commercialization  of the project or that even if  commercialization
occurs, production does reach projected levels or that costs exceed projections.
All  forward-looking  statements speak only as of the date of this release.  The
company   expressly   disclaims   any   obligation   to  update  or  revise  any
forward-looking  statements  found  herein to  reflect  any  changes  in company
expectations or results or any change in events.

                                    # # # #


                                       37
<PAGE>


                                    EXHIBIT D

List of Third Party  Confidentiality  Agreements,  License  Agreements and Other
Agreements

         o    Technology    Investment   Agreement   between   Titanium   Metals
              Corporation and Altair Nanomaterials, Inc. dated January 8, 2004.









                                       38