EXHIBIT 10.15

                           MEMORANDUM OF UNDERSTANDING

This Memorandum of Understanding (the  "Memorandum")  constitutes a statement of
the mutual understanding between the following parties:

ALTAIR  NANOMATERIALS,  INC having an office at 204 Edison Way,  Reno,  NV 89502
(hereinafter referred to as "Altair"); and

Hosokawa Nano Particle  Technology  Center (USA) an  unincorporated  division of
Hosokawa Micron International Inc., having an office at 10 Chatham Road, Summit,
NJ 07901 (hereinafter referred to "Hosokawa").

The  parties  are   hereinafter   referred  to  singularly  as  a  "Party,"  and
collectively as the "Parties," as the context requires.

This  Memorandum  describes  certain  efforts to be undertaken by the Parties in
exploring the possibility of their collaboration for the purpose of:

         o    developing and using their combined technical  advantage to secure
              a commercial  position in the developing  technologies and markets
              that utilize nano materials (defined as materials that average 100
              nm or less  in  diameter)  in the  electrodes  of  electrochemical
              devices including batteries, capacitors, and supercapacitors, and,

         o    strengthening  the technical and market position of the Parties by
              combining  technological  and  financial  strengths,  and existing
              manufacturing  capabilities  as they apply to enhanced  nano sized
              anode and cathode  materials made or proposed to be made by Altair
              and treated or coated by Hosokawa and,

         o    exploring  and   utilizing   funding  of   development   work  and
              commercialization   activities  including  erection  of  dedicated
              facilities  to supply  commercial  quantities of treated or coated
              nano sized cathode and anode materials for use in  electrochemical
              devices.

Except for the initial  test of the combined  technologies  as described in item
one (1) below,  neither  party shall be bound or  restricted by any provision of
this  Memorandum  with  respect  to  the  negotiation  of a  further  definitive
agreement, nor shall either Party have any obligation to enter into a definitive
agreement  with respect to the matters  described  herein.  Binding  commitments
between  the  Parties  with  respect to  licenses  or  commercial  relationships
described in sections 6 and 7 will result only from the execution of one or more
binding,  definitive agreements mutually acceptable to both parties, and will be
subject  to the  conditions  expressed  therein,  as well  as the due  diligence
investigation  of  each  Party,  the  receipt  of  all  necessary  governmental,
regulatory and financing  approvals,  and compliance with the legal requirements
of applicable jurisdictions.

Altair owns machinery and equipment with  capability and  intellectual  property
including   patents   and  patent   applications   to   manufacture   nano-sized
electrochemical  cathode  and anode  materials  including,  but not  limited to,
LiTi4O12,  LiMnO2,  and LiCoO2.  Hosokawa  owns  machinery  and  equipment  with
capability and intellectual  property to apply particle coatings including,  but
not  limited  to,   conductive   graphite   and  carbon   black  to   nano-sized
electrochemical cathode and anode materials of the types manufactured by Altair.

Based on the foregoing, the Parties acknowledge and agree as follows:

         1. The  Parties  agree to fund a test of the  performance  of  Altair's
nano-sized  Li4Ti5O12  coated by Hosokawa at two density  levels with  acetylene

                                       1
<PAGE>

black (to be provided by Altair) in Rutgers University's  proprietary assymetric
hybrid  supercapacitor  prototype.  The  initial  screening  test  of  just  two
densities  (which will be  performed  by Rutgers  University  ("Rutgers")  at no
charge  to the  Parties)  will be  followed  by an  optimization  study  using 3
commercial  nano-sized  carbon  sources and applied at two density  levels and 3
weight  percentages  of carbon  coating  (hereafter  referred to as the "Initial
Study") provided

         a.        the Parties  mutually agree that the performance of the first
                   two carbon coated  materials  sufficiently  demonstrates  the
                   merit of funding continuing studies;

         b.        A contract is negotiated  by and among  Altair,  Hosokawa and
                   Rutgers,  which  provides  for  the  protection  of  all  the
                   publication rights and IP interests of Altair and Hosokawa to
                   their mutual satisfaction; and,

         c.        Cost of this  Initial  Study to be paid to Rutgers for making
                   prototype  batteries  and  testing  in  total  will not be in
                   excess  of  $20,000  to  be  shared  equally  by  Altair  and
                   Hosokawa.  Both  Parties  will bear  their own  expenses  for
                   materials preparation, witnessing of tests, publication costs
                   and other expenses associated with the initial screening test
                   and Initial Study.

2.       The Parties  intend to explore and exploit means of funding the testing
         of  additional  materials  prepared  by the  Parties  and/or  alternate
         battery configurations including but not limited to proprietary systems
         used by Rutgers,  Xoliox/Ntera (now HPL) and Yardley Technical products
         and other commercial battery manufacturers.  Such funding may be in the
         form of US  Government  grants or other  sources  of  funding  mutually
         acceptable to the Parties.

3.       Any intellectual  property  utilized or developed by the Parties in the
         course of the Initial Study or any continuation,  extension,  expansion
         or development thereof shall be owned in accordance with the following:
         a) IP related to manufacturing  methods for making  nanomaterials owned
         by Altair and optimized for carbon coating shall remain the property of
         Altair;  b) IP  related  to  carbon  coatings  owned  by  Hosokawa  and
         optimized  for  treatment  of  nanomaterials  supplied by Altair  shall
         remain the property of  Hosokawa;  and c) new IP derived from the joint
         work effort shall be owned jointly by both Parties.

4.       The term of this  Memorandum  shall  continue  through  January 1, 2005
         unless  earlier  terminated as provided in section 5. The Parties agree
         to work together  during the term of this  Memorandum to  commercialize
         applications  that the Parties agree in writing are  meritorious  using
         their combined technologies related to coated nanomaterials of the type
         manufactured by Altair and coated by Hosokawa.  During the term of this
         Memorandum  neither  Party will  undertake  any  project  based upon or
         reasonably deemed to be competitive with, the efforts of the Parties in
         performing  the Initial  Study and follow on work  anticipated  by this
         agreement..

5.       Either Party may terminate this Memorandum if that Party determines, in
         its sole  discretion,  that  meritorious  applications  of the combined
         technologies cannot be identified.  Termination of this Memorandum will
         become effective 60 days after notice of termination is provided by the
         terminating   Party.  The  termination  of  this  Memorandum  will  not
         interfere  with  completion of other  contracts or agreements  that may
         have been entered into by the Parties prior to its termination.

                                       2
<PAGE>

6.       Commercialization efforts may include preparation of materials,  market
         introductions,  and either or both Parties  entering into contracts and
         subcontracts to best meet the needs of the new  electrochemical  device
         markets as they  develop.  In  developing  commercial  application,  as
         provided  for  above,  it is  understood  that  Altair  will  initially
         manufacture   electrochemically   active   materials   in   their   own
         manufacturing  facilities  and Hosokawa will apply coatings in their or
         related party manufacturing  facilities for products to be delivered to
         third party customers under appropriate agreements.

7.       If the  Parties  agree that the  volume of  materials  required  by the
         market  is  sufficient  to  warrant  the  construction  of a  research,
         development  and  production  facility,  the Parties will  evaluate the
         prospects  of  developing  a  jointly-owned  facility  with each  Party
         providing IP as required via licensing or cross-licensing arrangements,
         providing equity capital or equipment (to the extent  determined by the
         providing  Party) and arranging  necessary  debt financing to build and
         operate   facilities  to  manufacture  and  provide  materials  to  the
         electrochemical device industry as it develops.  Such facilities may be
         operated by either Party, may be owned by an entity or enterprise owned
         by the Parties or may include additional partners or equity holders.

8.       During  the term of this  Memorandum  neither  Party  will  enter  into
         discussions  or  negotiations  with third parties  regarding  exclusive
         licensing  of the  Party's  technology  for the  purpose  of  making or
         selling carbon coated nano-sized electrochemical grade anode or cathode
         materials which are provided by a Party for the activities described in
         sections 1 and 4 without first  notifying the other Party and providing
         the other  Party a  reasonable  time  period  to  initiate  good  faith
         negotiations  regarding alterations to the arrangement  contemplated by
         this Memorandum.

9.       As stated in the  preamble of this  Memorandum,  the parties  recognize
         that they may be unable to agree on appropriate license fees, equitable
         evaluations  of IP, or other  considerations  considered  herein,  and,
         except as  expressly  set forth in this  Memorandum,  neither  Party is
         obligated  to the  other in any  form if the  Parties  do not  agree on
         definitive terms and agreements.

10.      Attached  hereto  as  exhibit  1  is  a  mutual   confidentiality   and
         non-disclosure   agreement  that  shall  be  executed  by  the  Parties
         simultaneous  with the execution of this  Memorandum and which shall be
         governed  by its own  terms  and not by those of this  Memorandum.  The
         Parties agree that this Memorandum will not come into effect should the
         Parties fail to execute the mutual  confidentiality  and non-disclosure
         agreement.  Notwithstanding the foregoing,  it is agreed by the Parties
         that either  Party may upon the Parties'  execution of this  Memorandum
         and  mutual  confidentiality  and  non-disclosure  agreement,  publicly
         disclose the existence of this Memorandum  provided that a draft of the
         proposed disclosure relating to this Memorandum will be provided to the
         other  Party not less than five  business  days prior to the release of
         such information.
                                       3
<PAGE>

IN WITNESS WHEREOF,  the undersigned  having full authority to bind a Party have
executed this Memorandum as of the date written by their signature below.


Altair Nanomaterials, Inc.        Hosokawa Nano Particle Technology Center (USA)


Signature: /s/ Kenneth E. Lyon    Signature: /s/ C.C. Huang
          ----------------------            ------------------------
Name:     Kenneth E. Lyon        Name:      C.C. Huang


Title: _________________________  Title: ___________________________

Date:     2/13/04                 Date:     2/13/04


                                       4