EXHIBIT 10.1 








CONFIDENTIAL 




April 1, 2003



Altair
Nanotechnologies Inc.
204 Edison Way
Reno, NV 89502



	Attn:  	 William
P. Long
Chief Executive Officer 







Dear Mr. Long:



This letter sets out
the terms and conditions on which Altair Nanotechnologies Inc. (the
“Company”) has engaged RBC Dain Rauscher Inc. (“RBC”), a member
company of RBC Capital Markets, to provide certain investment banking and financial
advisory services in connection with a possible Transaction (as defined below) involving
RenaZorbTM. This letter will confirm our mutual understanding of the basis on
which RBC will act as the Company’s exclusive investment banker with respect to a
Transaction.



	1. 	Services
to be Provided by RBC 







In undertaking this
assignment, if requested by the Company and reasonably appropriate to the assignment, RBC
will provide during the Term (as defined below) the following services to the
Company in connection with a possible Transaction:



	a)  	 formulate
a strategy for consummating a Transaction, including the identification of  parties that
may have an interest in a Transaction with the Company, and develop  procedures and
timetables for implementing a Transaction;  







	b)  	 assist
the Company in the preparation of a marketing memorandum (or descriptive material)
describing the Company, as well as other materials requested by interested parties;  







	c)  	 approach
selected parties, and provide these parties with the appropriate material;  







	d)  	assist
the Company in evaluating proposals regarding a possible Transaction;  







	e)  	 formulate
negotiation strategies and assist in negotiations with interested parties; and  







	f)  	if
requested by the Company, provide a written opinion to the Board of Directors (or a
special committee of the Board of Directors) of the Company regarding the fairness, from
a  financial point of view, of the consideration to be received by the Company or its
holders  of common stock, as the case may be, in connection with a Transaction.  










1 








	2. 	Certain
Agreements of the Company 







The Company agrees
that:



	a)  	 it
shall (i) furnish RBC with the names of all parties with which the Company has had
discussions or contacts concerning a possible Transaction, and (ii) notify RBC promptly
if  any person contacts or approaches the Company or any of its directors, officers or
employees in connection with a possible Transaction or an expression of interest therein;  







	b)  	 it
shall (i) make available to RBC all information concerning the business, assets,
liabilities, operations, financial condition and prospects of the Company and its
subsidiaries (collectively the “Information”) which RBC reasonably
requests in connection with the performance of its services hereunder; (ii) notify RBC of
any material change, or development that may lead to a material change in the
Information;  and (iii) provide RBC with timely access to the directors, officers,
employees,  independent auditors, consultants and financial, legal and other professional
advisors of  the Company as RBC may reasonably request in performing its services
hereunder. Where  appropriate to a Transaction, the term “Information” shall
include  comparable information concerning any other party to a Transaction and the
Company shall  provide access to such other party comparable to that contemplated by
clause (iii) above;  and  







	c)  	 RBC
will be relying, without assuming responsibility for independent verification, on the
accuracy and completeness of all Information that is and will be furnished to RBC by the
Company, its subsidiaries or any other party or potential party to any Transaction.
Accordingly, the Company further acknowledges and agrees that RBC is entitled to assume
and rely upon the accuracy and completeness of all such Information and is not required
to  conduct a physical inspection of any properties or assets, or prepare or obtain any
independent evaluation or appraisal of any assets or liabilities. Finally, the Company
acknowledges and agrees that with respect to any financial forecasts and projections made
available to RBC, RBC is entitled to assume that such forecasts and projections have been
reasonably prepared and reflect the best currently available estimates and judgments of
the Company management (or other party to the Transaction, as the case may be).  







	3. 	Fairness
Opinion 







In the event that the
Company requests that RBC provide its Board of Directors (or a special committee thereof)
with a fairness opinion, the Company acknowledges and agrees that the nature and scope of
any investigation that RBC may conduct in the course of rendering its opinion, as well as
the scope, form and substance of its opinion shall be such as RBC considers appropriate.
The Company acknowledges and agrees that all advice and opinions (written and oral)
rendered by RBC are intended solely for the use and benefit of the Board of Directors (or
special committee thereof) of the Company and may not be used or relied upon by any other
person, nor may such advice or opinions be reproduced, summarized, excerpted from or
referred to in any public document or given to any other person without the prior written
consent of RBC. If required by applicable law, such opinion may be included in any
disclosure document filed by the Company with the SEC with respect to the proposed
Transaction; provided however, that such opinion must be reproduced in full and
that any description of or reference to RBC be in a form reasonably acceptable to RBC and
its counsel. RBC shall have no responsibility for the form or content of any such
disclosure document, other than the opinion itself.



	4. 	Compensation 







The Company hereby
agrees to pay RBC, as compensation for its services hereunder, the following fees in
accordance with the following terms:







2 







	a)  	 Fairness
Opinion Fee – In the event that a fairness opinion is provided to the  Board of
Directors of the Company, the Company agrees to pay RBC a fairness opinion fee  (the
“Fairness Opinion Fee”) in the amount of $300,000. The Fairness  Opinion
Fee will be payable in cash upon the delivery of such opinion, without regard to  whether
such opinion is accepted or a Transaction is consummated and, to the extent paid,  will
be credited against the Transaction Fee.  







	b)  	 Transaction
Fee – In the event the Company consummates at any time a  Transaction pursuant
to a definitive agreement or letter of intent or other evidence of  commitment entered
into during the Term, or during the 12 months following the Term, the  Company agrees to
pay RBC a transaction fee (the “Transaction Fee”) equal  to the higher
of either: (i) 5.0% (five percent) of the Aggregate Transaction Value (as defined
below); or (ii) $750,000.  







	 	The
entire Transaction Fee shall be paid to RBC in cash at the closing of the Transaction
provided that compensation attributable to that part of the consideration which is
contingent upon the occurance of any future event shall be paid by the Company when the
payment of such consideration is received by the Company.  






	5. 	Expenses 







In addition to any
fees that may be payable hereunder and regardless of whether any proposed Transaction is
consummated, the Company hereby agrees from time to time, upon request, to reimburse RBC
for all reasonable travel, legal and other out-of-pocket expenses incurred in performing
the services described herein (including reasonable fees and disbursements of RBC’s
legal counsel), to the extent such expenses are pre-approved by the Company in writing..



In the event RBC
personnel must attend or participate in judicial or other proceedings to which it is not a
party, the Company agrees to pay RBC an additional per diem payment, per person, at its
customary rates and to reimburse RBC for all travel, legal and other out-of-pocket
expenses incurred by RBC in respect of its preparation for and participation in any such
proceedings.



	6. 	Termination 







This letter may be
terminated upon 30 days written notice by either the Company or RBC; provided that
such termination shall not affect the rights and obligations set forth on Appendix A, the
right of RBC to receive any fees and expenses payable pursuant to this letter, and the
provisions of Section 11. It is expressly understood that neither RBC nor the Company
shall have any continuing obligation or liability to one another under this letter upon
termination hereof, except in respect of the matters specifically referenced in this
Section.



	7. 	Publicity 







The Company
acknowledges and agrees that RBC may, subsequent to the announcement of a Transaction,
make public its involvement with the Company in the Transaction, including the right of
RBC at its own expense to place advertisements describing its services to the Company in
financial, news or business publications. Furthermore, if requested by RBC, the Company
shall include a mutually acceptable reference to RBC in any press release or other public
announcement made by the Company regarding the services rendered by RBC described in this
letter.



	8. 	Indemnification 







Appendix A is hereby
incorporated into this letter by reference and made a part hereof.







3 







	9. 	Other
Matters Relating to Engagement 







The Company
acknowledges that it has retained RBC solely to provide the services set forth in this
letter. In rendering such services, RBC will act as an independent contractor, and RBC
owes its duties arising out of this engagement solely to the Company and to no other
person. The Company acknowledges that nothing in this letter is intended to create duties
to the Company beyond those expressly provided for in this letter, and RBC and the Company
specifically disclaim the creation of any fiduciary relationship between, or the
imposition of any fiduciary duties on, either party.



The Company
acknowledges and agrees that all advice and opinions (written and oral) rendered by RBC
are intended solely for the use and benefit of the Board of Directors (or special
committee thereof) of the Company and may not be used or relied upon by any other person,
nor may such advice or opinions be reproduced, summarized, excerpted from or referred to
in any public document or given to any other person without the prior written consent of
RBC.



The Company
acknowledges that RBC is a securities firm engaged in securities trading and brokerage
activities and providing investment banking and financial advisory services. In the
ordinary course of business, RBC and its affiliates may at any time hold long or short
positions, and may trade or otherwise effect transactions, for their own account or the
accounts of customers, in the debt or equity securities of the Company, its affiliates or
other entities that may be involved in the transactions contemplated by this letter.



In addition, RBC and
its affiliates may from time to time perform various investment banking, commercial
banking and financial advisory services for other clients and customers who may have
conflicting interests with respect to the Company or the Transaction. RBC and its
affiliates will not use confidential information obtained from the Company pursuant to
this engagement in connection with the performance by RBC and it affiliates of services
for other companies, and RBC and its affiliates will not furnish any such information to
other companies. The Company also acknowledges that RBC and its affiliates have no
obligation to use in connection with this engagement or to furnish to the Company,
confidential information obtained from other companies.



Furthermore, the
Company acknowledges RBC may have fiduciary or other relationships whereby RBC or its
affiliates may exercise voting power over securities of various persons, which securities
may from time to time include securities of the Company or of potential purchasers or
others with interests in respect of the Transaction. The Company acknowledges that RBC or
such affiliates may exercise such powers and otherwise perform its functions in connection
with such fiduciary or other relationships without regard to RBC’s relationship to
the Company hereunder.



The Company
acknowledges that RBC is not an advisor as to legal, tax, accounting or regulatory matters
in any jurisdiction. The Company should consult with its own advisors concerning such
matters and is responsible for making its own independent investigation and appraisal of
the Transactions contemplated by this letter, and RBC has no responsibility or liability
to you with respect to such matters.







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	10. 	Definitions 







“Aggregate
Transaction Value” shall mean the total consideration paid and to be paid (which
shall be deemed to include all amounts paid or to be paid into escrow) directly or
indirectly, regardless of how allocated or the form of consideration, to or by the Company
or its subsidiaries or their holders of capital stock or holders of rights to acquire
capital stock in connection with a Transaction, including, without limitation: (i) cash,
notes, and debt (ii) publicly traded equity securities (valued based on the average
closing market price of such securities for the five trading days preceding public
announcement of the definitive agreement to enter into a Transactions and, if applicable,
the exchange ratio as calculated at the time of such announcement), the fair market value
at the time of announcement of other equity securities (including warrants and convertible
securities, as well as options or stock appreciation rights, whether or not vested), and
other property; (iii) the total amount of indebtedness for borrowed money or similar
non-trade liabilities or obligations (including pension liabilities, guarantees,
capitalized leases, and the like) of the Company repaid, retired, extinguished, or assumed
in connection with, or which otherwise remain outstanding as of the closing of a
Transaction; (iv) payments to be made in installments; (v) deferred and/or contingent
payments (whether or not related to future earnings or operations); (vi) any assets of the
Company which are paid in the form of dividends, capital distributions, partial or total
liquidating distributions or otherwise to its holders of capital stock or holders of
rights to acquire capital stock other than in the ordinary course of business; and (vii)
the value of any capital stock of the Company or rights to acquire capital stock of the
Company (whether or not vested) which remain outstanding following any Transaction. The
value of any non-cash consideration, other than securities of a class which is publicly
traded, shall be the fair market value thereof as of the date of closing of a Transaction.



“Term”
shall mean a period of one year from the date of this letter, unless otherwise terminated
by one or both of the parties in accordance with the provisions of Section 6.



“Transaction”
shall mean any transaction, or series or combination of related transactions, involving
the sale, license or other transfer by the Company of all of part of its intellectual
property and other rights related to its active pharmaceutical ingredient for the
treatment of hyperphosphatemia (elevated serum phosphate levels) in patients undergoing
kidney dialysis, given the name RenaZorbTM (“Renazorb”) to any party for
consideration, including, without limitation, a sale or exchange of assets, a merger, plan
of exchange or consolidation, a lease or license of assets with or without a purchase
option, or the formation of a joint venture to the extent the principal asset contributed
or sold by the Company is its interest in Renazorb.




	11. 	Miscellaneous 







This letter, including
Appendix A, incorporates the entire agreement of the parties with respect to the subject
matter of this letter, and may not be amended or modified except in writing. The
invalidity or unenforceability of any provision of this letter shall not affect the
validity or enforceability of any other provision of this letter, which shall remain in
full force and effect. This agreement shall be governed by and construed in accordance
with the laws of the State of Delaware, without regard to the conflicts of laws provisions
thereof. Each of the Company and RBC (each on its own behalf and, to the extent permitted
by applicable law, on behalf of its shareholders) hereby irrevocably waive any right they
may have to a trial by jury in respect of any claim, counter-claim or action based on or
arising out of this letter, RBC’s performance under this letter or the transactions
contemplated hereby. This letter is solely for the benefit of the Company and RBC and no
other person (except for indemnified persons to the extent set forth in Appendix A) shall
acquire or have any rights under or by virtue of this letter. This letter may not be
assigned by either party hereto without the other party’s prior written consent;
provided, however, that RBC or the Company may assign in whole its rights in
connection with a sale or other disposition of all or substantially all of its assets,
merger or similar transaction. This letter may be executed in counterparts, each of which
will be deemed an original, but all of which taken together will constitute one and the
same instrument.







5 







Please confirm that
the foregoing is in accordance with our understandings and agreements by signing and
returning to RBC the duplicate of this letter enclosed herewith.




	 	Very
truly yours, 







	 	RBC
Dain Rauscher Inc. 










	 	/s/
Allen S. Morton   





	 	Allen
S. Morton
Managing Director 










Accepted and Agreed
to:



Altair
Nanotechnologies Inc.




	/s/
William P. Long   





	William
P. Long
Chief Executive Officer 










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Appendix A to
Engagement Letter Between 



RBC Dain Rauscher
Inc. and Altair Nanotechnologies Inc. 



Dated April 1, 2003 



The Company agrees to
indemnify and hold harmless RBC, its partners, employees, directors, officers,
consultants, agents, affiliates and persons deemed to be in control of RBC within the
meaning of the Securities Act of 1933 (collectively, the “Indemnified Parties”
and individually an “Indemnified Party”), from and against any claims, losses,
expenses, damages and liabilities, joint or several, as they may be incurred, related to
or arising in any manner out of any transaction, proposal or any other matter contemplated
by the engagement of RBC under the Engagement Letter (the “Matters”). The
Company also agrees that neither RBC nor any other Indemnified Party shall have any
liability to the Company or its affiliates, partners, directors, officers, consultants,
agents, employees, controlling persons, creditors or securityholders for any losses,
claims, damages, liabilities or expenses related to or arising out of any Matters. The
Company will promptly reimburse any Indemnified Party for all expenses as reasonably
incurred in connection with the investigation of, preparation for or defense of any
pending or threatened claim related to or arising in any manner out of any Matter, or any
action or proceeding arising therefrom.



The Company may assume
the defense of any litigation or proceeding in respect of which indemnity may be sought
hereunder, including the employment of counsel and experts reasonably satisfactory to RBC
and the payment of the fees and expenses of such counsel and experts, in which event,
except as provided below, the Company shall not be liable for the fees and expenses of any
other counsel or expert retained by any Indemnified Party in connection with such
litigation or proceeding. In any such litigation or proceeding the defense of which the
Company shall have so assumed, any Indemnified Party shall have the right to participate
in such litigation or proceeding and to retain its own counsel and experts, but the fees
and expenses of such counsel and experts shall be at the expense of such Indemnified Party
unless (i) the Company and such Indemnified Party shall have mutually agreed in writing to
the retention of such counsel or experts, (ii) the Company shall have failed in a timely
manner to assume the defense and employ counsel or experts reasonably satisfactory to RBC
in such litigation or proceeding, or (iii) the named parties to any such litigation or
proceeding (including any impleaded parties) include the Company and such Indemnified
Party and representation of the Company and any Indemnified Party by the same counsel or
experts would, in the reasonable opinion of RBC, be inappropriate due to actual or
potential differing interests between the Company and any such Indemnified Party.



The Company shall not,
without the prior written consent of RBC, settle any litigation relating to the Engagement
Letter or any Matter unless such settlement includes an express, complete and
unconditional release of RBC and its affiliates (and their respective control persons,
partners, directors, officers, employees, consultants and agents) with respect to all
claims asserted in such litigation or relating to the Engagement Letter or any Matter;
such release to be set forth in an instrument signed by all parties to such settlement.
Without the prior written consent of the Company, which shall not be unreasonably
withheld, delayed or conditioned, no Indemnified Party shall settle or compromise any
claim for which indemnification or contribution may be sought hereunder. Notwithstanding
the foregoing sentence, if at any time an Indemnified Party requests that the Company
reimburse the Indemnified Person for fees and expenses as provided in this agreement, the
Company agrees that it shall be liable for any settlement of any proceeding effected
without its prior written consent if (i) such settlement is entered into more than 30 days
after receipt by it of the request for reimbursement, and (ii) it shall not have
reimbursed the Indemnified Party in accordance with such request prior to the date of such
settlement.



Notwithstanding any
provision herein to the contrary, the Company shall not be liable hereunder for
indemnification to an Indemnified Party, and the Indemnified Party shall not be
exculpated, in respect of any claims, damages, losses, liabilities or expenses that are
finally judicially determined to have resulted primarily and directly from the gross
negligence or willful misconduct or violation of governing law by any Indemnified Party.
In no event, regardless of the legal theory advanced, shall any Indemnified Party be
liable for any consequential, indirect, incidental or special damages of any nature.







7 







The Company agrees
that the exculpation, indemnification and reimbursement commitments set forth herein shall
apply whether or not such Indemnified Party is a formal party to any such claim, action or
proceeding.



The Company agrees
that if any exculpation, indemnification or reimbursement sought pursuant to this letter
were for any reason not to be available to any Indemnified Party or insufficient to hold
any Indemnified Party harmless as and to the extent contemplated hereby, then the Company
shall contribute to the amount paid or payable by the Indemnified Party as a result of the
claims, damages, losses, expenses and liabilities in such proportion as is appropriate (i)
to reflect the relative benefits to the Company and its securityholders on the one hand,
and RBC on the other hand, in connection with the transaction to which such exculpation,
indemnification or reimbursement relates or (ii) if the allocation on that basis is not
permitted by applicable law, to reflect not only the relative benefits referred to in
clause (i) above but also the relative fault of each such Indemnified Party, respectively,
and the Company as well as any other relevant equitable considerations. The Company and
RBC agree that it would not be just and equitable if the contribution provided for herein
were determined by pro rata allocation or any other method which does not take into
account the equitable considerations referred to above. It is hereby agreed that the
relative benefits to the Company, on the one hand, and RBC, on the other hand, with
respect to this engagement shall be deemed to be in the same proportion as (i) the
Aggregate Transaction Value of the Transaction (whether or not consummated) for which RBC
is engaged to render financial advisory services bears to (ii) the fee paid to RBC in
connection with such engagement. In no event shall RBC contribute in excess of the fees
actually received by RBC pursuant to the terms of the Engagement Letter.



The exculpation,
indemnity, reimbursement and contribution obligations of the Company shall survive the
termination of the Engagement Letter, shall be in addition to any liability which the
Company may otherwise have and shall be binding upon and inure to the benefit of any
successors, assigns, heirs and personal representatives of the Company or an Indemnified
Party.



Capitalized terms
used, but not defined in this Appendix A, have the meanings assigned to such terms in the
Engagement Letter.







8 







CONFIDENTIAL




April 29, 2004



204 Edison Way
Reno,
NV  89502



	Attn:  	 Edward
Dickinson
Chief Financial Officer 







Pursuant to the
engagement letter dated April 1, 2003 between Altair Nanotechnologies Inc. and RBC Dain
Rauscher Inc., we hereby agree to extend the  term of the engagement for an additional
year by amending the definition of “Term” to be as follows:



“Term” shall
mean a period of two years from the date of this letter, unless otherwise terminated by
one or both of the parties in accordance with the provisions of Section 6.




	RBC Capital Markets Corporation
(Successor to RBC Dain Rauscher Inc.)	Altair Nanotechnologies, Inc.







	/s/ Allen S. Morton	
	
	

	Allen S. Morton
Managing Director	Edward Dickinson
Chief Financial Officer












9 








SETTLEMENT
AGREEMENT AND RELEASE OF CLAIMS 



This Settlement
Agreement and Release of Claims (the “Agreement”) is entered into this March 31,
2005 by RBC Capital Markets Corporation, a New York corporation and successor entity to
the capital markets business of RBC Dain Rauscher Inc. (“RBC”) and Altai
Nanotechnologies Inc., a company incorporated in Canada (“Altair”).



WHEREAS, under
the terms of an engagement letter for financial advisory services between RBC Dain
Rauscher Inc. and Altair Nanotechnologies Inc., dated April 1, 2003, as amended by that
certain letter agreement dated April 29, 2004 (together, the “Engagement
Letter”), RBC agreed to provide and did provide financial advisory services to Altair
in connection with a potential sale or license of all or part of its intellectual property
and other rights related to its active pharmaceutical ingredient for the treatment of
hyperphosphatemia (“RenaZorb”) (the “Transaction”);



WHEREAS, RBC
and Altair had not, prior to the execution of this Agreement, reached full agreement as to
the Fees accrued and payable to RBC through the date hereof;



NOW THEREFORE,
for good and valuable consideration, the receipt of which is hereby acknowledged, the
parties hereto agree as follows:



	 	1.  	 Release
Payment – As consideration for the release by RBC of Altair set forth  in
Section 2 hereof from all claims RBC may have against Altair relating to the Engagement
Letter, Altair shall pay to RBC $500,000 in cash simultaneously with the execution of
this  agreement by all parties hereto.  







	 	2.  	 Mutual
Release from Claims – Each of RBC and Altair hereby releases, holds  harmless
from any liability, and forever discharges the other party hereto, and the other  party’s
directors, officers, employees, shareholders, affiliates and their respective  successors
and assigns from any and all claims, demands, actions, causes of action, of any  kind or
nature whatsoever, at law or in equity, that may arise out of the Engagement  Letter,
including, but not limited to, any claims relating to or arising out of the  provisions
of Sections 4 and 5 of the Engagement Letter.  







	 	3.  	 Survival
of Indemnification – Notwithstanding any provision in Section 2  hereof or
otherwise set forth herein to the contrary, the Indemnification set forth in  Appendix A
to the Engagement Letter shall remain operative and in full force and effect.  







	 	4.  	 No
Admission of Wrongdoing – Nothing in this Agreement shall constitute an
admission of any wrongdoing by RBC or Altair with respect to the Engagement Letter and
the  obligations of RBC and Altair thereunder, and should not be construed as such.  







	 	5.  	 Severability
– The invalidity or unenforceability of any provision of this  Agreement shall
not affect the validity or enforceability of any other provision of this  Agreement,
which shall remain in full force and effect.  







	 	6.  	 Entire
Agreement – This Agreement contains the entire agreement of the parties  hereto
with respect to the subject matter contained herein and supercedes all prior  agreements
and understandings between the parties with respect to such subject matter.  







	 	7.  	 Governing
Law – This Agreement shall be governed by and construed in  accordance with the
laws of the State of New York, without regard to the conflicts of laws  provisions
thereof. Each of RBC and Altair hereby irrevocably waive any right they may  have to a
trial by jury in respect of any claim, counter-claim or action based on or  arising out
of this Agreement.  










10 







	 	8.  	 Counterparts
– This Agreement may be executed in counterparts, each of which  will be deemed
an original, but all of which taken together will constitute one and the  same
instrument.  







Please confirm that
the foregoing is in accordance with our understandings and agreements by signing and
returning to RBC the duplicate of this Agreement enclosed herewith.



Very truly yours,



RBC Capital Markets
Corporation 




	By: 	/s/ Ian
H. Fay   





	 	Ian
H. Fay
Director, Mergers & Acquisitions 









Accepted and Agreed
to:



Altair
Nanotechnologies, Inc.




	By: 	/s/ Alan J. Gotcher 






	 	
Alan J. Gotcher
Chief Executive Officer













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