altair_10k-ex1031.htm


    
      Exhibit
10.31

       

      SERVICE
AGREEMENT

    

     

    Between the
undersigned:

     

    The
company ALTAIRNANO NANOMATERIALS, Inc. a Nevada corporation, with offices at 204
Edison, RENO, NV 89502, USA, hereby represented by Alan Gotcher in his capacity
as CEO;

     

    hereinafter
referred to as "ALTAIRNANO",

     

    And

     

    The
company MELPAR BVBA incorporated under Belgian law having its registered office
at 3071 ERPS-KWERPS, Kammestraat 7, Belgium, hereby represented by Rik
DOBBELAERE in his capacity of Director;

     

    hereinafter
referred to as "MELPAR",

     

    IT IS SET FORTH
:

     

    Whereas
ALTAIRNANO is engaged in the business of nanotechnology and wants to develop its
business in Europe. MELPAR has experience and expertise in this area. ALTAIRNANO
now desires to retain MELPAR to render the appropriate services.

     

    IT HAS BEEN AGREED AS
FOLLOWS:

     

    Article 1 -
Definitions

     

    Unless a
different meaning results obviously from the context, the following terms used
in the present Agreement shall be understood to mean:

     

    
      
        	
                1.1.     
      

              	
                Agreement: this
      agreement and the appendices considered to be an integral part of
      it;

              


      

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

       

      
        	
                1.2.     
      

              	
                Services:
      the services of which a description is presented in article 3 of the
      present Agreement;

              


      

    

     

    Article 2 -  Subject
matter

     

    Subject
to the terms and conditions of this Agreement, MELPAR undertakes to perform the
Services for the benefit of ALTAIRNANO, which accepts.

     

    Article 3 -  Services

     

    
      	
              3.1.   
      

            	
              The
      services of MELPAR shall include:

            


    

     

    
      	
            	
              -   
        

            	
              Examine
      the full potential for ALTAIRNANO business in the region and develop a
      Pan-European model to grow the business, primarily through geographic
      expansion, strategic partnerships, potential service models, acquisition
      opportunities;

            


    

     

    
      	
            	
              -   
        

            	
              Assisting
      the CEO and Management Team in its leading and managing of ALTAIRNANO's
      activities in Europe toward its primary objectives, especially growth of
      sales revenues, operating income, return on assets and customer
      satisfaction;

            


    

     

    
      	
            	
              -   
        

            	
              Assist
      the CEO and senior management teams, to develop and enhance corporate
      strategy;

            


    

     

    
      	
            	
              -   
        

            	
              Assist
      the CEO to identify, investigate and acquire intellectual property, and
      synergistic companies;

            


    

     

    
      	
            	
              -    
       

            	
              Develop
      and drive the implementation of the sales and marketing strategy and
      action plans at European level, including market research, industry trends
      and the competition, with responsibility for the marketing plan, pricing,
      new product launch plans, development of brand communication, customer
      service, etc.

            


    

     

    
      	
            	
              -    
       

            	
              Focus
      on the customer needs, provide solutions (products, systems and
      services...) and develop strong partnerships with key distributors &
      manufacturers, solidifying a commercial network where
      appropriate;

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              -   
        

            	
              Advise
      the CEO and Management Team on important regional developments and develop
      new marketing and sales concepts or strategies in response to
      opportunities;

            


    

     

    The
Services shall be supplied in accordance with the terms and conditions of this
agreement.

     

    
      
        	
                3.2.      
      

              	
                MELPAR
      agrees, during the period he provides Services under this Agreement to
      ALTAIRNANO, to exercise its activities pursuant to this Agreement in the
      sole interest of ALTAIRNANO, and this in view of the development and the
      stimulation of the profitability of
ALTAIRNANO.

              


      

    

     

    
      
        	
                3.3.      
      

              	
                The
      services will be performed during no less than 200 working days per
      year.

              


      

    

    
    

    
      
        	
                3.4.      
      

              	
                MELPAR
      undertakes to execute the Services in the approved manner, to safeguard
      ALTAIRNANO's interests and to act loyally and in good faith. MELPAR
      undertakes to report in writing, on a regular basis, relating to the
      Services rendered.

              


      

    

     

    
      
        	
                3.5.      
      

              	
                MELPAR
      shall, for the supply of the Services provided for in this Agreement,
      place Rik DOBBELAERE (hereafter referred to as "In-charge Person") at the
      disposal of ALTAIRNANO.

              


      

    

     

    MELPAR
shall ensure that the person entrusted with the supply of the Services as well
as all other personnel of MELPAR shall be bound by the terms and conditions of
this agreement.

     

    During
the execution of this Agreement, no change or replacement of the In-charge
Person can take place without common agreement of the Parties, confirmed in
writing by ALTAIRNANO, on the identity of the new In-charge Person, as well as
other potential conditions.

     

    Should
illness or whatever other circumstance prevent the In-charge Person from
supplying the Services for a temporary period not exceeding three (3) months, he
shall, subject to common agreement between the Parties
and written approval by ALTAIRNANO, be replaced by another person who will be
entrusted with the duty to render the Services.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    Should,
after a period of three (3) months following the first day of incapacity of
work, no person with a similar education, knowledge and experience be appointed
to replace the In-charge Person or should no such proposal be made by MELPAR,
ALTAIRNANO shall have the right, subject to a duly motivated letter delivered by
recorded mail, to terminate this agreement automatically and without
indemnity.

     

    Should
the In-charge Person die or be subject to a long (i.e. more than three months)
or definitive incapacity of work, ALTAIRNANO shall have the right, without
prejudice to its right, definitively or not, to agree upon replacement of the
In-charge Person, subject to a duly motivated letter delivered by recorded mail,
to terminate this agreement automatically and without indemnity.

     

    Article 4 -  Independence

     

    
      
        	
                4.1.     
      

              	
                Within
      the scope of this Agreement MELPAR nor the In-charge person shall be under
      the ALTAIRNANO's authority.

              


      

    

     

    MELPAR
exercises his activities in his own way and according to his own
discretion.

     

    
      
        	
                4.2.     
      

              	
                All
      and any documents exchanged, correspondence and negotiations carried on
      between ALTAIRNANO and MELPAR shall be considered indispensable
      instruments enabling the parties to perform their tasks in accordance with
      their engagements. Under no circumstances shall they be construed as
      evidence for any authority of ALTAIRNANO over
  MELPAR.

              


      

    

     

    
      
        	
                4.3.     
      

              	
                MELPAR
      shall comply with the legal social, fiscal and commercial obligations
      applicable to independent enterprises (contributions in the field of
      social security, advance levy on professional income, VAT, Crossroads Bank
      for Entreprises, ...).

              


      

    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    Article 5 - Duration and
termination

     

    
      
        	
                5.1.     
      

              	
                The
      present Agreement is concluded for an indefinite duration. Each party can
      terminate the agreement observing a notice period of 3 months by means of
      a registered letter.

              


      

    

     

    However,
if ALTAIRNANO terminates the Agreement, a cancellation fee will be due as
follows:

    - first 6
months: 3 months

    - 6 to 12 months: 6 months

    - 12 to 24 months (first renewal or in case of non renewal): 12
months

    - more than
24 months: 18 months

     

    The
cancellation fee is calculated on the total of the annual contract value and
bonus (target if no bonus has been paid out yet)

     

    
      
        	
                5.2.     

              	
                Each
      party is entitled to terminate the present Agreement by law and with
      immediate effect if the other party should seriously infringe its
      contractual obligations and fails to correct or to stop this infringement
      upon receipt of a written reminder in which the defaulting party is
      requested to correct or to stop the infringement within 10 days as from
      the receipt thereof.

              


      

    

     

    
      
        	
                5.3.     
      

              	
                Any
      notice or termination of the present Agreement shall be effected by means
      of a registered letter.

              


      

    

     

    Article 6 -
Consideration and reimbursement of expenses

     

    
      
        	
                6.1.     
      

              	
                In consideration for the
      Services, MELPAR shall be paid immediately upon receipt of the invoice sub.
      article 7.2. a sum of EUR 22.000,00, VAT excl., on a monthly basis (the"
      Monthly
      Consideration").

              


      

    

     

    
      
        	
                6.2.     
      

              	
                MELPAR
      shall issue at the beginning of each month, starting from the first month
      after the date of execution of this Agreement, an invoice with regard to
      the installments specified in article 7.1. pertaining to such
      month.

              


      

    

     

    
      
        	
                6.3.     
      

              	
                MELPAR
      shall also be entitled to a yearly bonus via Aitairnano Incentive Bonus
      Plan of 60 % .

              


      

    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      
        	
                6.4.     
      

              	
                ALTAIRNANO
      shall reimburse the specific expenses at its expense and incurred by
      MELPAR in the performance of the Services upon the production of
      supporting written proof.

              


      

    

     

    
      
        	
                6.5.     
      

              	
                Any
      amount due and not paid on due date will likewise automatically bear
      interest of 10% a year, acquired day by
day.

              


      

    

     

    Article 7 -
Consequences of termination of the present Contract

     

    
      
        	
                7.1.     
      

              	
                In
      the event of termination of the present Agreement in accordance with the
      above Article 5, MELPAR shall return all and any documents which have been
      put at his disposal by ALTAIRNANO or with the latter's approval, to
      ALTAIRNANO within .. days as from the termination of the present Agreement
      at the latest.

              


      

    

     

    
      
        	
                7.2.     
      

              	
                The
      termination of the present Agreement for whatever reason shall not
      prejudice the rights acquired by each
party.

              


      

    

     

    Article 8 -
Confidentiality.

     

    
      
        	
                8.1.     
      

              	
                MELPAR
      recognizes and agrees to sign ALTAIRNANO's Confidential Information, Non
      solicitation, Invention and Arbitration Agreement for an Independent
      Service Provider (separate document) prior to commencement of any work
      under this agreement.

              


      

    

     

    
      
        	
                8.2.     
      

              	
                However,
      if the content of the agreement sub. article 9.1. should be contrary to
      the stipulations of the undersigned Agreement, the latter shall
      prevail.

              


      

    

     

    Article 9 - Non
competition.

     

    
      
        	
                9.1.     
      

              	
                MELPAR
      represents, warrants and covenants that (1) MELPAR is not bound by any non
      competition, confidentiality or similar covenant designed to protect the
      business and property of another person that would prohibit or restrict
      Service Company's performance of the Services hereunder, (2) MELPAR has
      the full and unrestricted right to disclose any and all information,
      knowledge or data disclosed or to be disclosed to ALTAIRNANO in the course
      of performing the Services, and (3) ALTAIRNANO shall have the full and
      unrestricted right and license to use, disseminate and publish all such
      information, knowledge and data as it may see fit, subject only to such
      prior rights of others as may be disclosed to ALTAIRNANO at the time the
      respective information, knowledge or data is disclosed to
      ALTAIRNANO.

              


      

    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      
        	
                9.2.      
      

              	
                ALTAIRNANO
      and MELPAR further agree, and MELPAR covenants as
  follows:

              


      

    

     

    
      	 	a)	
              During the term of
      this Agreement and for a period of twelve (12) months
      following termination or expiration of this Agreement, (the "Restricted
      Period"), MELPAR shall not, directly or indirectly, hire or solicit any
      person who is or within the preceding twelve (12) months has been an
      employee of ALTAIRNANO.

            
	 	 	 
	 	b)	
              During the
      Restricted Period, Service Company shall not, directly or indirectly,
      call upon, solicit, divert or attempt to solicit or to divert any of the
      customers, suppliers or business contacts of
      ALTAIRNANO.

            


    

     

    Article 10
- Miscellaneous Provisions.

     

    
      
        	
                10.1.    
      

              	
                Any
      notice required to be given pursuant to this Agreement shall be in writing
      and mailed by certified or registered mail, return receipt requested, or
      delivered by a national overnight express service such as DI-11_, or by
      telefax communication with an acknowledgment by the
    recipient.

              


      

    

     

    
      
        	
                10.2.    
      

              	
                Notices
      shall be delivered to the address or facsimile number set out in the
      preamble of this Agreement unless, provided that any party may change the
      address or facsimile number to which notice or payment is to be made by
      written notice to the other party under any provision of this
      Section.

              


      

    

     

    Article 11 -
Divisibility

     

    
      
        	
                11.1.    
      

              	
                If
      any part or any clause of the present Agreement is for whatever reason
      found to be invalid or unenforceable, the remaining parts or clauses shall
      not be affected by this and shall remain valid and enforceable as if the
      invalid
      or unenforceable parts or clauses were not part of the present
      Agreement.

              


      

    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    
      
        	
                11.2.    
      

              	
                Any
      such part or clause shall be replaced by a provision which, inasmuch as
      this is legally possible, comes closest to what the parties aimed at in
      the part or clause concerned.

              


      

    

     

    Article 12 -
Non-transferability

     

    The
present Agreement and the rights and obligations ensuing from it for the
ALTAIRNANO and MELPAR are neither directly nor indirectly transferable without
the other party's written consent.

     

    Article 13 - Entire
agreement

     

    
      
        	
                13.1.    
      

              	
                The
      present Agreement constitute the entire agreement between the parties as
      regards the subject matter of the present Contract and replace any
      previous negotiations and
agreements.

              


      

    

     

    
      
        	
                13.2.    
      

              	
                Unless
      if explicitly otherwise provided in the present Agreement the latter can
      only be modified or amended by means of a written agreement signed by duly
      authorized representatives of both
parties.

              


      

    

     

    Article 14 - Applicable
law and competent court of law

     

    
      
        	
                14.1.    
      

              	
                The
      present Agreement shall be governed by and construed according to Belgian
      law.

              


      

    

     

    
      
        	
                14.2.    
      

              	
                The
      courts of Brussels shall have exclusive jurisdiction over any dispute
      ensuing from the present Agreement between the
  parties.

              


      

    

     

    Thus
drawn up at ... on January 23, 2008 in 2 copies, of which each party
acknowledges
having received one (1) original copy.

     

    
      	
              /s/
      Alan Gotcher

              For
      ALTAIRNANO

              Alan
      Gotcher, CEO

               

              Feb
      11, 2008

            	
              /s/
      signature

              FOR MELPAR

            


    

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    
      	 	 	
              BVBA
      MELPAR

              Kammestraat
      7

              3071
      ERPS-KWERPS

               

               

              Reno,
      23 January 2008

            


    

     

     

    
    

    Dear
Mister DOBBELAERE,

     

    CONCERNS: SERVICE
AGREEMENT

     

    I refer
to the Service Agreement signed between parties on the 23 of January
2008.

     

    I would
like to draw your attention to the fact that MELPAR is sole responsible for the
appropriate declaration in his corporate tax return of the gross indemnity as
mentioned in article 7 in the Service Agreement and the qualification given to
the aforesaid gross indemnity as well as for the payment of the due taxes and
assumes full responsibility and it will be liable for any damage caused by the
breach of this obligation. MELPAR will be obliged to indemnify
ALTAIRNANO.

     

    ALTAIRNANO
may wish to make an employment offer to Rik Dobbelaere at the end of each 12
month of the Service Agreement with MELPAR. In case such offer is made, the
offer should maintain/improve the financial, social security and legal interests
of Rik Dobbelaere.

     

    Moreover,
ALTAIRNANO may decide to establish an European headquarter in any place in
Europe, other than Belgium. Whilst it is understood that relocation can not be
imposed, any cost and expense of relocation, if it were to occur, or cost and
expense in case of no relocation, would be compensated.

     

    May I ask
you to sign this letter for agreed and send us back a copy.

     

    Kind
regards,

     

    
      	
              /s/ Alan
      Gotcher

              Alan
      Gotcher, CEO

              Altairnano

            	
              /s/
      signature

            


    

     

     

    9