Exhibit
10.4
 
 ALTAIR
NANOTECHNOLOGIES INC.
 
 STOCK
OPTION AGREEMENT
 
 
 This
AGREEMENT is between Altair Nanotechnologies Inc., a Canadian corporation, (the
“Company”), and [___________________] (the “Optionee”), pursuant
to the Company’s 2005 Stock Incentive Plan  (the
“Plan”).  The Company and the Optionee agree as follows:
 
 1.
              Option Grant/Type of
      Option.The Company grants to the Optionee on the terms
      and conditions of this Agreement the right and the option (the “Option”)
      to purchase all or any part of [____] shares of the
      Company’s Common Stock at a purchase price of $[_____] per
      share.  The terms and conditions of the Option grant set forth
      in attached Exhibit A are incorporated into and made a part of this
      Agreement.  The Option[is] [is not]intended
      to be an Incentive Stock Option as defined in Section 422 of the Internal
      Revenue Code of 1986, as amended.
 
 2.
              Grant Date; Expiration
      Date.The Grant Date for this Option is [_________].  The
      Option shall continue in effect until the [tenth] anniversary of
      the Grant Date (the “Expiration Date”) unless earlier terminated as
      provided in Sections 1, 6 or 7 of Exhibit A.  The Option shall
      not be exercisable on or after the Expiration
  Date.
 
 3.
              Time of Exercise of
      Option.Until it expires or is terminated as provided in
      Sections 1, 6 or 7 of this Exhibit A, the Option may be exercised from
      time to time to purchase up to the number of whole shares as to which it
      has become exercisable (“Vested”).  The Option shall Vest as
      follows:[____________________________________
      _____].
 
 The parties have executed this
Agreement in duplicate as of the Grant Date.
 
 
 Altair
      Nanotechnologies Inc.
                
                
                By:
      __________________________________
                
                Its:
      __________________________________
                
                
                Address:
                204
      Edison Way
                Reno,
      NV  89502
              Optionee
                
                ____________________________________
                (Signature)
                
                ____________________________________
                (Print
      Name)
                
                Address:
                _____________________________________
                _____________________________________
                _____________________________________
 
 
 
 ALTAIR
NANOTECHNOLOGIES INC.
 
 EXHIBIT
A TO
 STOCK
OPTION AGREEMENT
 
 
 1.  Termination
of Employment or Service.
 
 1.1  General
Rule.  Except as provided in this Section 1, the Option may not
be exercised unless at the time of exercise the Optionee is employed by or in
the service of the Company and shall have been so employed or provided such
service continuously since the Grant Date.  For purposes of this
Exhibit A, the Optionee is considered to be employed by or in the service of the
Company if the Optionee is employed by or in the service of the Company or any
parent or subsidiary of the Company (an “Employer”).
 
 1.2  Termination
Generally.  If the Optionee’s employment or service with the
Company terminates for any reason other than because of total disability or
death as provided in Sections 1.3 or 1.4, the Option may be exercised at any
time before the Expiration Date or the expiration of 30 days after the date
of termination, whichever is the shorter period, but only if and to the extent
the Optionee was entitled to exercise the Option at the date of
termination.
 
 1.3  Termination Because of Total
Disability.  If the Optionee’s employment or service with the
Company terminates because of total disability, the Option may be exercised at
any time before the Expiration Date or before the date 12 months after the date
of termination, whichever is the shorter period, but only if and to the extent
the Optionee was entitled to exercise the Option at the date of
termination.  The term “total disability” means a medically
determinable mental or physical impairment that is expected to result in death
or has lasted or is expected to last for a continuous period of 12 months or
more and that, in the opinion of the Company and two independent physicians,
causes the Optionee to be unable to perform duties as an employee, director,
officer or consultant of the Employer and unable to be engaged in any
substantial gainful activity.  Total disability shall be deemed to
have occurred on the first day after the two independent physicians have
furnished their written opinion of total disability to the Company and the
Company has reached an opinion of total disability.
 
 1.4  Termination Because of
Death.  If the Optionee dies while employed by or in the
service of the Company, the Option may be exercised at any time before the
Expiration Date or before the date 12 months after the date of death, whichever
is the shorter period, but only if and to the extent the Optionee was entitled
to exercise the Option at the date of death and only by the person or persons to
whom the Optionee’s rights under the Option shall pass by the Optionee’s will or
by the laws of descent and distribution of the state or country of domicile at
the time of death.
 
 1.5  Leave of
Absence.  Absence on leave approved by the Employer or on
account of illness or disability shall not be deemed a termination or
interruption of employment or service.  Vesting of the Option shall
continue during a medical, family or military leave of absence, whether paid or
unpaid, and vesting of the Option shall be suspended during any other unpaid
leave of absence.
 
 1.6  Failure to Exercise
Option.  To the extent that the Option of any deceased Optionee
or any Optionee whose employment or service terminates is not exercised within
the applicable period, all further rights to purchase shares pursuant to the
Option shall cease and terminate.
 
 2
 2.  Method of Exercise of
Option.  The Option may be exercised only by notice in writing
from the Optionee to the Company of the Optionee’s binding commitment to
purchase shares, specifying the number of shares the Optionee desires to
purchase under the Option and the date on which the Optionee agrees to complete
the transaction, which may not be more than 30 days after delivery of the
notice, and, if required to comply with the Securities Act of 1933, containing a
representation that it is the Optionee’s intention to acquire the shares for
investment and not with a view to distribution. On or before the date specified
for completion of the purchase, the Optionee must pay the Company the full
purchase price of those shares in cash or by check.  No shares
shall be issued until full payment for the shares has been made, including all
amounts owed for tax withholding.  The Optionee shall, immediately
upon notification of the amount due, if any, pay to the Company in cash or by
check amounts necessary to satisfy any applicable federal, state and local tax
withholding requirements.  If additional withholding is or
becomes required (as a result of exercise of the Option or as a result of
disposition of shares acquired pursuant to exercise of the Option) beyond any
amount deposited before delivery of the certificates, the Optionee shall pay
such amount to the Company, in cash or by check, on demand.  If the
Optionee fails to pay the amount demanded, the Company or the Employer may
withhold that amount from other amounts payable to the Optionee, including
salary, subject to applicable law.  The Board of Directors may, in its
discretion, permit payment of the purchase by any additional methods permitted
by governing law and the Plan, including without limitation, in Common Stock of
the Company valued at fair market value, provided such Common Stock has been
previously acquired and held by the Optionee for at least six
months.  The fair market value of Common Stock provided in payment of
the purchase price shall be the closing price of the Common Stock last reported
before the time payment in Common Stock is made or, if earlier, committed to be
made, if the Common Stock is publicly traded, or another value of the Common
Stock as specified by the Company.
 
 3.  Disqualifying
Disposition.  If the Option is an Incentive Stock Option and if
within two years after the Grant Date or within 12 months after the exercise of
the Option, the Optionee sells or otherwise disposes of Common Stock acquired on
exercise of the Option, the Optionee shall within 30 days of the sale or
disposition notify the Company in writing of (i) the date of the sale or
disposition, (ii) the amount realized on the sale or disposition and
(iii) the nature of the disposition (e.g., sale, gift, etc.).
 
 4.  Nontransferability.  The
Option is nonassignable and nontransferable by the Optionee, either voluntarily
or by operation of law, except by will or by the laws of descent and
distribution of the state or country of the Optionee’s domicile at the time of
death, and during the Optionee’s lifetime, the Option is exercisable only by the
Optionee.
 
 5.  Stock Splits, Stock
Dividends.  If the outstanding Common Stock of the Company is
hereafter increased or decreased or changed into or exchanged for a different
number or kind of shares or other securities of the Company by reason of any
stock split, combination of shares, dividend payable in shares, recapitalization
or reclassification, appropriate adjustment shall be made by the Company in the
number and kind of shares available for grants under the Plan and in all other
share amounts set forth in the Plan.  In addition, the Company shall
make appropriate adjustment in the number and kind of shares as to which
outstanding options, or portions thereof then unexercised, shall be exercisable,
so that the optionee’s proportionate interest before and after the occurrence of
the event is maintained.  Notwithstanding the foregoing, the Company
shall have no obligation to effect any adjustment that would or might result in
the issuance of fractional shares, and any fractional shares resulting from any
adjustment may be disregarded or provided for in any manner determined by the
Company.  Any such adjustments made by the Company shall be
conclusive.
 
 6.  Mergers, Reorganizations,
Etc.  In the event of a merger, consolidation, plan of exchange,
acquisition of property or stock, split-up, split-off, spin-off, reorganization
or liquidation to which the Company is a party, any sale, lease, exchange or
other transfer (in one transaction or a series of related transactions) of all,
or substantially all, of the assets of the Company, or the transfer by one or
more shareholders, in one transfer or several related transfers, of 50% of more
of the Common Stock outstanding on the date of such transfer (or the first of
such related transfers) to persons, other than wholly-owned subsidiaries or
family trusts, who were not shareholders of the Company prior to the first such
transfer (each, a “Transaction”), the Board of Directors shall, in its sole
discretion and to the extent possible under the structure of the Transaction,
select one of the following alternatives for treating outstanding options under
the Plan prior to the consummation of the Transaction:
  3
 
 6.1           The
Option shall remain in effect in accordance with their terms.
 
 6.2           The
Option shall be converted into options to purchase stock in one or more of the
corporations, including the Company, that are the surviving or acquiring
corporations in the Transaction.  The amount, type of securities
subject thereto and exercise price of the converted Options shall be determined
by the Board of Directors of the Company, taking into account the relative
values of the companies involved in the Transaction and the exchange rate, if
any, used in determining shares of the surviving corporation(s) to be held by
holders of shares of the Company following the Transaction.  The
converted Options shall be vested only to the extent that the vesting
requirements relating to the Options have been satisfied.
 
 6.3           The
Company shall provide a period of a least 10 days before the completion of the
Transaction during which the Option may be exercised, to the extent then
exercisable, and upon the expiration of that period, the Option shall
immediately terminate.  The Company may, its sole discretion,
accelerate the exercisability of the Options so that the Options is exercisable
in full during that period.
 
 7.  Dissolution.  In the
event of the dissolution of the Company, the Company shall provide a period of
30 days or less before the dissolution of the Company during which the Option
may be exercised to the extent then exercisable, and upon the expiration of that
period, the Option shall immediately terminate.  The Company may, in
its sole discretion, accelerate the exercisability of the Option so that the
Option is exercisable in full during that period.
 
 8.  Market
Stand-off.  The Optionee agrees, in connection with any public
equity offering by the Company, (a) not to sell or otherwise dispose of any
securities of the Company acquired pursuant to the exercise of the Option in
conformance with terms of the lock-up or similar agreement proposed by the
underwriters for such offering and (b) to execute an agreement in the form
proposed; provided that (x) substantially all of the Company’s officers and
directors enter into identical agreements, (y) the restrictive period does
not exceed 180 days following the offering, and (z) the failure to
execute a form of agreement shall not affect the enforceability of this
covenant. To enforce this covenant, the Company may impose stop-transfer
instructions with respect to the securities of the Optionee until the end of the
restrictive period.
 
 9.  Conditions on
Obligations.  Notwithstanding any contrary provision in this
Agreement, except as waived on a case by case basis by the Company in its sole
discretion, no person may exercise the Option unless the shares to be acquired
have been registered under the Securities Act of 1933 (the “Act”) and any other
applicable securities laws of any state, or the Company has received an opinion
of counsel (which may be counsel for the Company) reasonably acceptable to the
Company stating that the exercise of the Option and the issuance of shares
pursuant to the exercise is registered or exempt from such registration
requirements.  Unless the issuance of the shares to the Optionee has
been registered under the Act and applicable state securities laws, the Optionee
shall represent to the Company, as a condition precedent to the Company’s
obligation to issue shares of Common Stock upon exercise of the Option,
that:  (a) the Optionee is acquiring the shares for investment
purposes only and without the intent of making any sale or disposition thereof;
(b) the Optionee has been advised and understands that the shares have not been
registered for sale pursuant to federal and state securities laws and are
“restricted securities” under such laws; and (c) the Optionee acknowledges that
the shares will be subject to stop transfer instructions and bear such
restrictive legends as the Company may reasonably require for purposes of
securities law compliance. Notwithstanding anything to the contrary in this
Agreement, the inability of the Company to obtain from any regulatory body
having jurisdiction the authority deemed by the Company’s counsel to be
necessary to the lawful issuance and sale of any shares of stock hereunder shall
relieve the Company of any liability in respect of the nonissuance or sale of
such stock as to which such requisite authority shall not have been
obtained.
 
 10.  No Right to Employment or
Service.  Participation in the Plan and acceptance of the grant
of securities pursuant to this Agreement by the Participant is entirely
voluntary and not obligatory and does not constitute a condition of employment,
appointment or engagement to provide services.  Nothing in the Plan or
this Agreement shall (i) confer upon the Optionee any right to be continued in
the employment of an Employer or interfere in any way with the Employer’s right
to terminate the Optionee’s employment at will at any time, for any reason, with
or without cause, or to decrease the Optionee’s compensation or benefits, or
(ii) confer upon the Optionee any right to be retained or employed by the
Employer or to the continuation, extension, renewal or modification of any
compensation, contract or arrangement with or by the Employer.
  4
 
 11.  Successors of
Company.  This Agreement shall be binding upon and shall inure
to the benefit of any successor of the Company but, except as provided herein,
the Option may not be assigned or otherwise transferred by the
Optionee.
 
 12.  Notices.  Any
notices under this Agreement must be in writing and will be effective when
actually delivered or, if mailed, three days after deposit into the United
States mail by registered or certified mail, postage prepaid.  Mail
shall be directed to the addresses stated on the face page of this
Agreement or to such address as a party may certify by notice to the other
party.
 
 13.  Rights as a
Shareholder.The Optionee shall have no rights as a
shareholder with respect to any shares of Common Stock until the date the
Optionee becomes the holder or record of those shares.  No adjustment
shall be made for dividends or other rights for which the record date occurs
before the date the Optionee becomes the holder of record.
 
 14.  Amendments.  The
Company may at any time amend this Agreement if the amendment does not adversely
affect the Optionee.  Otherwise, this Agreement may not be amended
without the written consent of the Optionee and the Company.
 
 15.  Governing Law.  This
Agreement shall be governed by the laws of the state
of  Nevada.
 
 16.  Complete
Agreement.  This Agreement constitutes the entire agreement
between the Optionee and the Company, both oral and written concerning the
matters addressed herein, and all prior agreements or representations concerning
the matters addressed herein, whether written or oral, express or implied, are
terminated and of no further effect.