altair_8k-ex1002.htm


     

    Exhibit
10.2

     

    July 24,
2008

    


    


    Mr.
Daniel Elliott

    President
and Chief Executive Officer

    Phoenix
Motorcars, Inc.

    Phoenix
MC, Inc.

    401 S.
Doubleday Ave.

    Ontario,
CA  91761

    


    Subject:    Termination of
Agreement

    


    Dear
Dan,

    


    Reference
is hereby made to the Supply Agreement dated January 8, 2007, as amended to date
(the “Supply
Agreement”) by and between Altairnano Inc., a Nevada corporation (“Altair”) and Phoenix
MC, Inc. (“Phoenix
MC”) as successor-in-interest to Phoenix Motorcars, Inc. (“Phoenix”).  The
purpose of this letter of agreement (this “Agreement”) is to
formally terminate the Agreement and to clarify certain issues related to the
Agreement. In consideration of the mutual covenants set forth herein, the
parties hereby covenant and agree as follows:

    


    1.   Termination of
Agreement.  The Supply Agreement is hereby terminated, and all
representations, warranties, covenant and obligations arising under the Supply
Agreement are hereby terminated.

    


    2.           Mutual
Releases.

    


    (a) Each of
Altair and Altair Nanotechnologies Inc. (“Altair Parent”), on
behalf of itself, its predecessors, its successors, its assigns, its direct and
indirect subsidiaries and its direct and indirect parent companies,
hereby  irrevocably, unconditionally, and completely releases,
discharges, and agrees to hold harmless Phoenix, Phoenix MC and each officer,
director, subsidiary, shareholder and affiliate of Phoenix or Phoenix MC (the
“Phoenix
Releasees”) from any and all claims, liabilities, charges, demands,
grievances and causes of action of any kind or nature whatsoever, including,
without limitation, any claims for payment, delivery, breach of a
representation, warranty or covenant, indemnification, negligence, gross
negligence or willfulness, whether direct or indirect, liquidated or
unliquidated, accrued or unaccrued, known or unknown, in each case in which the
releasing party had, has, or may come or claim to have against any of the
Phoenix Releases; provided, however, the foregoing shall not apply to any claims
arising under the Principles of Agreement dated July 8, 2008 (the “Side Agreement”)
between Phoenix and Altair or constitute the relinquishment of any ownership
interest in Phoenix or Phoenix MC.

    


    (b) Each of
Phoenix and Phoenix MC, on behalf of itself, its predecessors, its successors,
its assigns, its direct and indirect subsidiaries and its direct and indirect
parent companies, hereby  irrevocably, unconditionally, and completely
releases, discharges, and agrees to hold harmless Altair, Altair Parent and each
officer, director, subsidiary, shareholder and affiliate of Altair or Altair
Parent (the “Altair
Releasees”) from any and all claims, liabilities, charges,
demands,grievances
and causes of action of any kind or nature whatsoever, including, without
limitation, any claims for payment, delivery, breach of a representation,
warranty or covenant, indemnification, negligence, gross negligence or
willfulness, whether direct or indirect, liquidated or unliquidated, accrued or
unaccrued, known or unknown, in each case which the releasing party had, has, or
may come or claim to have against any of the Altair; provided, however, the
foregoing shall not apply to any claims arising under the Side Agreement or
constitute the relinquishment of any ownership interest in Altair
Parent.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3.           Misc.  This
Agreement may be signed in counterparts, including by facsimile, and all
counterparts together with the body of this Agreement shall constitute a single,
integrated agreement.  This Agreement may only be modified by mutual
agreement of the parties in writing, and it will be interpreted in accordance
with California law.

     

     

    Altair
Nanotechnologies Inc.

     

    /s/ Terry
Copeland                                                       


    By:  Terry
Copeland, its Chief Executive Officer

    


    Altairnano,
Inc.

     

    /s/ Terry
Copeland                                                      

    By:  Terry
Copeland, its Chief Executive Officer

    


    


    Accepted
and Agreed:

    


    Phoenix
Motorcars, Inc.


    


    /s/ Daniel
Elliot                                                             

    By:  Daniel
Elliot, its Chief Executive Officer

    


    Phoenix
MC, Inc.

     

    /s/ Daniel
Elliot                                                                                                                                     

    By:  Daniel
Elliot, its Chief Executive Officer