Exhibit 10.1

                        CONFIDENTIAL TREATMENT REQUESTED

***Certain  portions of this  exhibit  have been  omitted and marked with "***".
Copies of this  exhibit  containing  the  omitted  information  have been  filed
separately with the SEC pursuant to the Company's  Application for  Confidential
Treatment under Rule 24b-2 under the Securities Exchange Act of 1934.

                         TECHNOLOGY INVESTMENT AGREEMENT

                                     BETWEEN

                           TITANIUM METALS CORPORATION
                            1999 BROADWAY, SUITE 4300
                                DENVER, CO 80202

                                       AND

                           ALTAIR NANOMATERIALS, INC.
                                 204 EDISON WAY
                                 RENO, NV 89502

















<PAGE>

This   Agreement   is  entered   into   between   Altair   Nanomaterials,   Inc.
("Subcontractor")  and Titanium Metals Corporation ("TIMET") effective as of the
date of the last signature hereto.

ARTICLE I:        SCOPE OF THE AGREEMENT

A.       Background

         Titanium  Metals  Company  ("TIMET")  is  the  primary   contractor  on
Agreement  Number  MDA###-##-####  with the Defense Advanced  Research  Projects
Agency  ("DARPA") dated as of March 14, 2003 (the "Prime  Contract").  The Prime
Contract covers a research program designed to develop a new low cost method for
the extraction of titanium from a laboratory  scale to an  industrial-production
scale. This agreement (the  "Agreement") is a subcontract  between TIMET and the
party listed on the cover page hereto (the "Subcontractor").

B.       Scope

         1.  Subcontractor  will perform the work  described on the Statement of
Work incorporated in this Agreement as Attachment 1 (the "Statement of Work").

         2.  Subcontractor  agrees  that in  performing  under  this  Agreement,
Subcontractor  is acting as an  independent  contractor  and not as an employee,
partner,  joint venturer, or agent of TIMET. Further,  nothing in this Agreement
is to be construed  as granting  Subcontractor  the  authority to enter into any
agreement on behalf of Subcontractor or to bind TIMET in any manner.

ARTICLE II:   TERM

A.       Term of this Agreement

This Agreement  commences  upon the date of the last signature  hereon and shall
continue until the earlier to occur of (i) forty-eight (48) months from the date
of the Prime Contract or (ii)  Subcontractor's  receipt of written notice of the
termination  of the Prime  Contract.  The  parties  may  extend the term of this
Agreement by their mutual written agreement.

B.       Termination Provisions

Subject to a  reasonable  determination  that this  Agreement  will not  produce
beneficial results commensurate with the expenditure of resources,  either party
may terminate this Agreement by written notice to the other party, provided that
such written notice is preceded by consultation  between the parties in order to
mitigate the impact of such  termination  on the Prime Contract and each party's
business.  In the event of a  termination  of the  Agreement,  it is agreed that
disposition  of Data (as defined in Article V) developed  under this  Agreement,
shall be in accordance with the provisions set forth in Article V, Data Rights.

C.       Survival

Provisions  of this  Agreement  which,  by their  express  terms or by necessary
implication, apply for periods of time that go beyond the term or termination of
this Agreement, shall survive the termination or expiration of this Agreement in
accordance with their terms.


                                       2
<PAGE>

ARTICLE III:   PAYMENT

Subcontractor shall submit invoices to TIMET in accordance with the schedule set
forth in the Statement of Work. All invoices shall be payable within  forty-five
(45) days of the date of the invoice. In the event this Agreement terminates for
any  reason,  TIMET  shall  only be  obligated  to pay  Subcontractor  for  work
performed up to the date of such  termination.  In the event that this Agreement
is terminated prior to TIMET's payment in full for the services and deliverables
contemplated  by the  Statement  of  Work,  TIMET  shall  pay  Subcontractor  an
equitable amount for the work performed by Subcontractor  under the Statement of
Work prior to such  termination.  The  equitable  amount shall be  determined by
multiplying the amount of time spent by  Subcontractor  and its personnel on the
project by  Subcontractor's  standard  hourly rate for the  performance  of such
services.

ARTICLE IV:   PATENT RIGHTS

A.       Definitions

         1.  "Background  Invention"  means any Invention  that is not a Subject
Invention as defined herein and was not conceived or first  actually  reduced to
practice under another Government contract.

         2. "Government" means the United States of America.

         3.  "Invention"  means any  invention or  discovery  which is or may be
patentable or otherwise protectable under Title 35 of the United States Code.

         4. "Made" when used in relation to any Invention  means the  conception
or first actual reduction to practice of such Invention.

         5.  "Practical  Application"  means  to  manufacture,  in the case of a
composition of product;  to practice,  in the case of a process or method, or to
operate,  in the case of a machine or  system;  and,  in each  case,  under such
conditions as to establish  that the Invention is capable of being  utilized and
that its benefits are, to the extent permitted by law or Government regulations,
available to the public on reasonable terms.

         6. "Subject  Invention" means any Invention conceived or first actually
reduced to practice in the performance of work under this Agreement.

B.       Allocation of Principal Rights

Unless  Subcontractor  shall have notified TIMET and DARPA (in  accordance  with
subparagraph  C.2 below)  that  Subcontractor  does not intend to retain  title,
Subcontractor  shall retain the entire right, title, and interest throughout the
world to each Subject Invention consistent with the provisions of this Agreement
and  35  U.S.C.  ss.  202.  With  respect  to any  Subject  Invention  in  which
Subcontractor  retains title, DARPA shall have a nonexclusive,  nontransferable,
irrevocable,  paid-up  license to  practice or have  practiced  on behalf of the
United  States for  government  purposes the Subject  Invention  throughout  the
world.  In addition,  TIMET shall,  for the term of the Prime  Contract,  have a
nonexclusive,   nontransferable,   paid-up   license  to  practice  the  Subject
Invention,  but only for the purpose of  fulfilling  its  obligations  under the
Prime Contract.
                                       3
<PAGE>

Unless the parties shall have notified  DARPA (in accordance  with  subparagraph
C.2  below)  that  the  parties  do  not  intend  to  retain  title,  TIMET  and
Subcontractor shall jointly own the entire right, title, and interest throughout
the world to any Subject Invention that is developed by at least one employee of
each  party  as  part  of the  performance  of  work  under  this  Agreement  (a
"Jointly-Owned  Subject  Invention")  consistent  with  the  provisions  of this
Agreement and 35 U.S.C. ss. 202. TIMET and Subcontractor shall each own an equal
undivided interest in all Jointly-Owned  Subject Inventions and each party shall
have the  right to use,  practice,  pledge,  commercialize,  license,  assign or
otherwise  transfer  its  interest  in such  Jointly-Owned  Subject  Inventions;
provided, that, Subcontractor's right to use, practice,  pledge,  commercialize,
license,  assign or otherwise transfer its interest in any Jointly-Owned Subject
Invention  shall be subject  to the  consent  of TIMET,  not to be  unreasonably
withheld . With  respect to any  Subject  Invention  jointly  owned by TIMET and
Subcontractor,  DARPA shall have a nonexclusive,  nontransferable,  irrevocable,
paid-up license to practice or have practiced on behalf of the United States for
government purposes such Subject Invention throughout the world.

All of the rights and obligations applicable to Subcontractor under this Article
IV shall apply to both TIMET and Subcontractor with respect to any Jointly-Owned
Subject Inventions.

In the event that one party (the "Filing Party") chooses to file for a patent on
any Jointly-Owned  Subject  Inventions,  such party shall advise the other party
(the "Non-Filing Party") in writing.  The Non-Filing Party then shall advise the
Filing Party in writing within sixty (60) days if the Non-Filing Party agrees to
share the cost of the patent  prosecution  equally (i.e.  fifty percent (50%) of
the cost borne by each Party).  In the event that the Non-Filing  Party does not
provide the Filing Party with such  written  notice of agreement to so share the
cost of patent  prosecution,  the  Filing  Party  may  proceed  with the  patent
prosecution  at its own  expense and shall  thereafter  be the sole owner of any
resulting patent(s). In the event that any such resulting patent(s) that are not
deemed to be solely and  exclusively  owned by the Filing  Party for any reason,
the Non-Filing  Party hereby assigns,  transfers and conveys to the Filing Party
all of its right,  title and interest in and to such  resulting  patent(s).  The
Non-Filing  Party  further  agrees to assist  the  Filing  Party,  at the Filing
Party's expense, to further evidence, record and perfect such assignment, and to
perfect,  obtain,  maintain,  enforce,  and defend any rights so  assigned.  The
Non-Filing  Party shall also cooperate with the Filing Party in connection  with
the Filing Party's  efforts to obtain patent  protection for such  Jointly-Owned
Subject   Inventions   and  the   Non-Filing   Party  and  its   employees   and
representatives  shall, at the Filing Party's  request,  execute and deliver any
documents,  including,  without  limitation,  any  patent or other  intellectual
property  right  assignments  or  applications,  to permit the  Filing  Party to
exercise its rights under this  paragraph B.  Subsequently,  if the Filing Party
desires to cease prosecution and/or maintenance of any such patent  applications
or patents, then the Filing Party shall provide at least sixty (60) days written
notice to the Non-Filing Party, whereupon the Filing Party may assign its rights
in  such  patent  applications  or  patents  to the  Non-Filing  Party  and  the
Non-Filing  Party may take over the  prosecution  and/or  maintenance at its own
expense.  In the event that the  Non-Filing  Party does provide the Filing Party
with written notice of agreement to so share the cost of patent prosecution, the
parties shall file and manage the patent  prosecution  jointly and any resulting
patent(s) will be jointly owned by the parties.


C.       Invention   Disclosure,   Election  of  Title,  and  Filing  of  Patent
         Application

         1. Subcontractor  shall disclose each Subject Invention to DARPA with a
copy to TIMET within four (4) months after the inventor  discloses it in writing
to his company personnel responsible for patent matters. The disclosure to DARPA
shall be in the form of a written report and shall identify the Agreement  under

                                       4
<PAGE>
which the  Invention was made and the identity of the  inventor(s).  It shall be
sufficiently complete in technical detail to convey a clear understanding to the
extent known at the time of the disclosure,  of the nature, purpose,  operation,
and the physical,  chemical,  biological,  or electrical  characteristics of the
Invention.  The disclosure shall also identify any publication,  sale, or public
use of the Invention and whether a manuscript  describing the Invention has been
submitted  for  publication  and,  if so,  whether  it  has  been  accepted  for
publication at the time of disclosure.  Subcontractor shall also submit to DARPA
an annual listing of Subject Inventions made under this Agreement.

         2. If Subcontractor  determines that it does not intend to retain title
to any such Invention,  Subcontractor shall notify DARPA, in writing,  (and copy
TIMET)  within eight (8) months of  disclosure  to DARPA.  However,  in any case
where publication,  sale, or public use has initiated the one (1)-year statutory
period  wherein  valid  patent  protection  can still be  obtained in the United
States,  the period for such notice may be  shortened by DARPA to a date that is
no more than sixty (60) calendar days prior to the end of the statutory period.

         3. Subcontractor shall file its initial patent application on a Subject
Invention to which it elects to retain title within one (1) year after  election
of title or, if earlier,  prior to the end of the statutory period wherein valid
patent  protection can be obtained in the United States after a publication,  or
sale,  or public use.  Subcontractor  may elect to file patent  applications  in
additional  countries  (including  the  European  Patent  Office  and the Patent
Cooperation  Treaty) within either ten (10) months of the corresponding  initial
patent  application or six (6) months from the date permission is granted by the
Commissioner  of Patents and  Trademarks  to file foreign  patent  applications,
where such filing has been prohibited by a Secrecy Order.

         4.  Requests for  extension of the time for  disclosure  election,  and
filing under Article IV, paragraph C, may, at the discretion of DARPA, and after
considering the position of  Subcontractor,  be granted.  D. Conditions When the
Government May Obtain Title

Upon DARPA's written  request,  Subcontractor  shall convey title to any Subject
Invention to DARPA under any of the following conditions:

         1. If Subcontractor  fails to disclose or elects not to retain title to
the Subject Invention within the times specified in paragraph C of this Article;
provided,  that DARPA may only request  title within  sixty (60)  calendar  days
after learning of the failure of  Subcontractor  to disclose or elect within the
specified times.

         2. In those  countries  in  which  Subcontractor  fails to file  patent
applications  within  the  times  specified  in  paragraph  C of  this  Article;
provided,  that if  Subcontractor  has filed a patent  application  in a country
after the times  specified  in  paragraph  C of this  Article,  but prior to its
receipt of the written request by DARPA,  Subcontractor shall continue to retain
title in that country; or

         3. In any country in which  Subcontractor  decides not to continue  the
prosecution of any application for, to pay the maintenance fees on, or defend in
reexamination or opposition proceedings on, a patent on a Subject Invention.

E.       Minimum Rights to Subcontractor and Protection of Subcontractor's Right
         to File

         1.  Subcontractor  shall retain a  nonexclusive,  royalty-free  license
throughout the world in each Subject  Invention to which the Government  obtains
title,  except if Subcontractor fails to disclose the Invention within the times
specified in paragraph C of this Article.  The Subcontractor  license extends to
the domestic (including Canada) subsidiaries and affiliates,  if any, within the

                                       5
<PAGE>
corporate  structure of which Subcontractor is a party and includes the right to
grant  licenses of the same scope to the extent that  Subcontractor  was legally
obligated  to do so at the  time the  Agreement  was  awarded.  The  license  is
transferable  only with the approval of DARPA,  except when  transferred  to the
successor of that part of the business to which the  Invention  pertains.  DARPA
approval for license transfer shall not be unreasonably withheld.

         2. The  Subcontractor  domestic  license  may be revoked or modified by
DARPA to the extent necessary to achieve  expeditious  Practical  Application of
the  Subject  Invention  pursuant to an  application  for an  exclusive  license
submitted  consistent  with  appropriate  provisions  at 37 CFR Part  404.  This
license shall not be revoked in that field of use or the  geographical  areas in
which Subcontractor has achieved Practical Application and continues to make the
benefits of the Invention  reasonably  accessible to the public.  The license in
any foreign country may be revoked or modified at the discretion of DARPA to the
extent  Subcontractor,  its licensees,  or the  subsidiaries  or affiliates have
failed to achieve Practical Application in that foreign country.

         3.  Before  revocation  or  modification  of the  license,  DARPA shall
furnish to  Subcontractor  a written notice of its intention to revoke or modify
the license,  and  Subcontractor  shall be allowed thirty (30) calendar days (or
such other time as may be  authorized  for good cause shown) after the notice to
show cause why the license should not be revoked or modified.

F.       Action to Protect the Government's Interest

         1.  Subcontractor  agrees to execute or to have  executed  and promptly
deliver to DARPA all  instruments  necessary  to (i)  establish  or confirm  the
rights the Government  has  throughout the world in those Subject  Inventions to
which Subcontractor  elects to retain title, and (ii) convey title to DARPA when
requested  under  paragraph D of this  Article and to enable the  Government  to
obtain patent protection throughout the world in that Subject Invention.

         2.  Subcontractor   agrees  to  require,  by  written  agreement,   its
employees, other than clerical and non-technical employees, to disclose promptly
in writing to personnel  identified as  responsible  for the  administration  of
patent matters and in a format suggested by Subcontractor each Subject Invention
made  under  this  Agreement  in order that  Subcontractor  can comply  with the
disclosure  provisions  of  paragraph  C of this  Article.  Subcontractor  shall
instruct employees,  through employee  agreements or other suitable  educational
programs, on the importance of reporting Inventions in sufficient time to permit
the filing of patent applications prior to U. S. or foreign statutory bars.

         3.  Subcontractor  shall  notify  DARPA  with a copy  to  TIMET  of any
decisions  not  to  continue  the  prosecution  of  a  patent  application,  pay
maintenance  fees, or defend in a reexamination  or opposition  proceedings on a
patent,  in any  country,  not less than  thirty (30)  calendar  days before the
expiration of the response period required by the relevant patent office.

         4. Subcontractor shall include,  within the specification of any United
States patent  application  and any patent  issuing  thereon  covering a Subject
Invention,  the following  statement:  "This  invention was made with Government
support under Agreement No.  MDA972-03-3-0002  awarded by DARPA.  The Government
has certain rights in the invention."

G.       Identification of Background Inventions

1. All Background Inventions shall be clearly identified,  and, when required by
the  DARPA  Agreements   Officer,   detailed  and   substantiated  by  TIMET  or
Subcontractor  prior to  introducing  a Background  Invention  into the program.
Subcontractor's  Background  Inventions shall include,  without limitation,  the
patents, patent applications, know-how and other inventions listed on Attachment
2.
                                       6
<PAGE>

2. The Government has no right to Background Inventions.  TIMET shall retain all
rights,  title  and  interest  in  and to  all  of  its  Background  Inventions.
Subcontractor  shall retain all rights,  title and interest in and to all of its
Background Inventions.

H. Third Party Beneficiary

DARPA and the United States Government are express third party  beneficiaries of
this Article,  and  Subcontractor  acknowledges that DARPA and the United States
Government  may enforce  the  obligations  of  Subcontractor  contained  in this
Article.

I.       Reporting on Utilization of Subject Inventions

Subcontractor  agrees to  submit,  during the term of the  Agreement,  an annual
report on the utilization of a Subject Invention or on efforts at obtaining such
utilization  that are being made by Subcontractor or its licensees or assignees.
Such reports shall include information regarding the status of development, date
of first commercial sale or use, gross royalties received by Subcontractor,  and
such  other  data  and  information  as  the  agency  may  reasonably   specify.
Subcontractor  also agrees to provide  additional reports as may be requested by
DARPA  in  connection  with  any  march-in  proceedings  undertaken  by DARPA in
accordance  with  paragraph K of this  Article.  Consistent  with 35 U.S.C.  ss.
202(c)(5),  DARPA  agrees it shall not  disclose  such  information  to  persons
outside the Government without permission of Subcontractor.

J.       Preference for American Industry

Notwithstanding any other provision of this clause, Subcontractor agrees that it
shall not grant to any person  the  exclusive  right to use or sell any  Subject
Invention  in the United  States or Canada  unless such  person  agrees that any
product  embodying  the Subject  Invention  or  produced  through the use of the
Subject  Invention shall be manufactured  substantially  in the United States or
Canada. However, in individual cases, the requirements for such an agreement may
be  waived  by  DARPA  upon a  showing  by  Subcontractor  that  reasonable  but
unsuccessful  efforts  have  been made to grant  licenses  on  similar  terms to
potential  licensees  that would be likely to manufacture  substantially  in the
United States or that,  under the  circumstances,  domestic  manufacture  is not
commercially feasible.

K.       March-in Rights

Subcontractor agrees that, with respect to any Subject Invention in which it has
retained title, DARPA has the right to require  Subcontractor,  an assignee,  or
exclusive licensee of a Subject Invention to grant a non-exclusive  license to a
responsible  applicant or applicants,  upon terms that are reasonable  under the
circumstances,  and if Subcontractor,  assignee,  or exclusive  licensee refuses
such a  request,  DARPA  has the right to grant  such a license  itself if DARPA
determines that:

         1. Such action is necessary  because  Subcontractor or assignee has not
taken effective steps,  consistent with the intent of this Agreement, to achieve
Practical Application of the Subject Invention;

         2. Such action is necessary  to alleviate  health or safety needs which
are not reasonably satisfied by Subcontractor, assignee, or their licensees;

                                       7
<PAGE>
         3. Such action is  necessary  to meet  requirements  for public use and
such requirements are not reasonably  satisfied by Subcontractor,  assignee,  or
licensees; or

         4. Such action is necessary because the agreement required by paragraph
J of this  Article has not been  obtained or waived or because a licensee of the
exclusive right to use or sell any Subject  Invention in the United States is in
breach of such Agreement.


ARTICLE V:   DATA RIGHTS

A.       Definitions

         1. "Government Purpose Rights",  as used in this article,  means rights
to use, duplicate,  or disclose Data, in whole or in part and in any manner, for
Government  purposes only (not for commercial  purposes),  and to have or permit
others to do so for Government purposes only.

         2. "Unlimited  Rights",  as used in this article,  means rights to use,
duplicate, release, or disclose, Data in whole or in part, in any manner and for
any purposes whatsoever, and to have or permit others to do so.

3. "Data", as used in this article,  means recorded  information,  regardless of
form or method of  recording,  which  includes but is not limited to,  technical
data,  software,  trade  secrets,  and mask  works.  The term  does not  include
financial,  administrative, cost, pricing or management information and does not
include Subject Inventions or Background Inventions included under Article IV.

4. "Background  Data" means Data  demonstrated as being first created at private
expense,  is marked in accordance  with Article V.C.2 when first provided to the
Government,  and is clearly  segregable  from Data generated and developed under
this Agreement.

B.       Allocation of Principal Rights

         1. This  Agreement and the Prime Contract shall be performed with mixed
Government  and TIMET  funding.  The  parties  agree that in  consideration  for
Government  funding,  TIMET and  Subcontractor  intend  to  reduce to  Practical
Application items, components and processes developed under the Prime Contract.

         2. Subcontractor agrees to retain and maintain in good condition, until
three (3) years after  completion or  termination  of this  Agreement,  all Data
necessary  to achieve  Practical  Application.  In the event of  exercise of the
Government's March-in Rights as set forth under Article IV.K or subparagraph B.3
of this Article,  TIMET agrees,  upon written  request from the  Government,  to
deliver  with  Unlimited  Rights  (as  defined  in  paragraph  A above) all Data
necessary to achieve Practical  Application within sixty (60) calendar days from
the date of the written request as follows:

                  (a) All Data, other than Background Data, shall be provided at
         no additional cost to the Government;

                  (b)  Background  Data shall be  entitled  to the  payment of a
         license fee by the Government.  Such license fee shall be at a fair and
         reasonable  rate  to  be  determined  based  upon  the  value  of  such
         Background  Data to the  achievement of Practical  Application  and the
         potential  financial  consequences  that could  result from the loss of
         exclusivity of such  Background  Data for the owner of such  Background
         Data.

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<PAGE>

         3. Subcontractor agrees that, with respect to Data necessary to achieve
Practical  Application,  DARPA has the right to require Subcontractor to deliver
all such Data to DARPA in  accordance  with its  reasonable  directions if DARPA
determines that:

                  (a) Such action is necessary because Subcontractor or assignee
         has not  taken  effective  steps,  consistent  with the  intent of this
         Agreement, to achieve Practical Application of the technology developed
         during the performance of this Agreement;

                  (b) Such action is  necessary  to  alleviate  health or safety
         needs which are not reasonably satisfied by Subcontractor, assignee, or
         their licensees; or

                  (c) Such action is necessary to meet  requirements  for public
         use  and   such   requirements   are  not   reasonably   satisfied   by
         Subcontractor, assignee, or licensees.

         4. With respect to Data  developed or generated  under this  Agreement,
the Government shall receive Government Purpose Rights.

C.       Marking of Data

         1. Pursuant to paragraph B of this Article, any Data delivered to DARPA
under this Agreement shall be marked with the following legend:

Use,  duplication,  or  disclosure is subject to the  restrictions  as stated in
Agreement   MDA972-03-3-0002  between  the  Government  and  TIMET  and  in  the
corresponding agreement between TIMET and Altair Nanomaterials, Inc.

         2. All  Background  Data must be marked  as  "Background  Data" and the
following legend:

             [company name] PROPRIETARY
             Copyright(C)[Year in which work is created] [company name]
             Unpublished Work. All Rights Reserved.

D.       Third Party Beneficiary

DARPA and the United States Government are express third party  beneficiaries of
this Article,  and  Subcontractor  acknowledges that DARPA and the United States
Government  may enforce  the  obligations  of  Subcontractor  contained  in this
Article.

ARTICLE VI:          FOREIGN ACCESS TO TECHNOLOGY

This Article  shall remain in effect  during the term of the  Agreement  and for
three (3) years thereafter.

A.       Definition

         1. "Foreign Firm or Institution" means a firm or institution  organized
or  existing  under the laws of a country  other  than the  United  States,  its
territories, or possessions.  The term includes, for purposes of this Agreement,
any agency or instrumentality of a foreign government;  and firms,  institutions
or business organizations which are owned or substantially controlled by foreign
governments, firms, institutions, or individuals.

                                       9
<PAGE>

         2.  "Know-How"  means all  information  including,  but not  limited to
discoveries,  formulas,  materials,  inventions,  processes,  ideas, approaches,
concepts, techniques,  methods, software, programs,  documentation,  procedures,
firmware,  hardware,  technical  data,  specifications,  devices,  apparatus and
machines.

         3.   "Technology"   means   discoveries,   innovations,   Know-How  and
inventions,  whether patentable or not, including computer software,  recognized
under U.S. law as  intellectual  creations to which rights of ownership  accrue,
including, but not limited to, patents, trade secrets, maskworks, and copyrights
developed under this Agreement.

B.       General

The Parties agree that research  findings and  technology  developments  arising
under this  Agreement may  constitute a significant  enhancement to the national
defense, and to the economic vitality of the United States. Accordingly,  access
to important  technology  developments  under this Agreement by Foreign Firms or
Institutions  must be carefully  controlled.  The controls  contemplated in this
Article are in addition  to, and are not  intended to change or  supersede,  the
provisions of the  International  Traffic in Arms  Regulation (22 CFR pt. 121 et
seq.), the DoD Industrial Security Regulation (DoD 5220.22-R) and the Department
of Commerce Export Regulation (15 CFR pt. 770 et seq.)

C.  Restrictions  on  Sale  or  Transfer  of  Technology  to  Foreign  Firms  or
Institutions

         1. In order to promote the  national  security  interests of the United
States and to effectuate the policies that underlie the regulations cited above,
the procedures  stated in  subparagraphs  C.2, C.3, and C.4 below shall apply to
any transfer of Technology.  For purposes of this paragraph, a transfer includes
a sale of the  company  that  includes a transfer  of  Technology,  and sales or
licensing of Technology. Transfers do not include:

                  (a) sales of products or components, or

                  (b) licenses of software or documentation  related to sales of
         products or components, or

                  (c)  transfer to foreign  subsidiaries  of  Subcontractor  for
         purposes related to this Agreement, or

                  (d) transfer which provides  access to Technology to a Foreign
         Firm or Institution which is an approved source of supply or source for
         the  conduct  of  research  under  this  Agreement  provided  that such
         transfer  shall be  limited  to that  necessary  to  allow  the firm or
         institution to perform its approved role under this Agreement.

         2.  Subcontractor  shall provide timely notice to DARPA of any proposed
transfers from  Subcontractor  of Technology  developed  under this Agreement to
Foreign Firms or  Institutions.  If DARPA  determines that the transfer may have
adverse  consequences to the national  security  interests of the United States,
Subcontractor,   its  vendors,   and  DARPA  shall  jointly   endeavor  to  find
alternatives  to the  proposed  transfer  which  obviate or  mitigate  potential
adverse consequences of the transfer but which provide substantially  equivalent
benefits to Subcontractor.

         3. In any event, Subcontractor shall provide written notice to DARPA of
any  proposed  transfer  to a Foreign  Firm or  Institution  at least sixty (60)
calendar  days prior to the proposed  date of  transfer.  Such notice shall cite
this  Article and shall state  specifically  what is to be  transferred  and the
general  terms of the  transfer.  Within thirty (30) calendar days of receipt of

                                       10
<PAGE>

Subcontractor's  written notification,  DARPA shall advise Subcontractor whether
it consents to the  proposed  transfer.  In cases where DARPA does not concur or
sixty  (60)  calendar  days  after  receipt  and  DARPA  provides  no  decision,
Subcontractor  may require  TIMET to utilize the  procedures  under  Article VI,
Disputes,  of the Prime Contract.  No transfer shall take place until a decision
is rendered.

         4.  In  the  event  a  transfer  of  Technology  to  Foreign  Firms  or
Institutions which is NOT approved by DARPA takes place, Subcontractor shall (a)
refund to DARPA funds paid by it for the  development  of the Technology and (b)
the Government shall have a non-exclusive, nontransferable, irrevocable, paid-up
license  to  practice  or have  practiced  on behalf of the  United  States  the
Technology  throughout the world for Government and any and all other  purposes,
particularly  to effectuate  the intent of this  Agreement.  Upon request of the
Government, Subcontractor shall provide written confirmation of such licenses.

         5. The rights and  obligations of  Subcontractor  under this Article VI
shall  apply to both  Subcontractor  and TIMET  with  respect  to  Jointly-Owned
Subject Inventions.

D.       Third Party Beneficiary

DARPA and the United States Government are express third party  beneficiaries of
this Article,  and  Subcontractor  acknowledges that DARPA and the United States
Government  may enforce  the  obligations  of  Subcontractor  contained  in this
Article.

ARTICLE VII:   EXECUTION

This Agreement  constitutes  the entire  agreement of the parties and supersedes
all prior  and  contemporaneous  agreements,  understandings,  negotiations  and
discussions  among the  parties,  whether  oral or written,  with respect to the
subject matter hereof.  This Agreement may be revised only by written consent of
TIMET and  Subcontractor.  This  Agreement,  or  modifications  thereto,  may be
executed in counterparts  each of which shall be deemed as original,  but all of
which taken together shall constitute one and the same instrument.

ARTICLE VIII:   ORDER OF PRECEDENCE

In the  event of any  inconsistency  between  the  terms of this  Agreement  and
language set forth in the attachments,  the  inconsistency  shall be resolved by
giving  precedence in the following order:  (1) the Agreement,  and then (2) the
attachments to this Agreement.

ARTICLE IX:  NOTICES

Notices,  reports,  statements or the like required or permitted to be delivered
pursuant to this  Agreement  shall be in writing  and shall be deemed  given (a)
three  business days after deposit in the United States mail,  postage  prepaid,
(b) one business day after deposit with an overnight  delivery  service,  or (c)
when personally delivered or sent by telex,  telegram,  verified electronic mail
or verified facsimile. Notices shall be addressed as follows:

If to Subcontractor:
                                             Mr. Doug  Ellsworth  Altair
                                             Nanomaterials,   Inc.   204
                                             Edison  Way Reno,  NV 89502
                                             Phone:   775-858-3740  Fax:
                                             775-856-1619         email:
                                             dellsworth@altairinc.com

                                             with a copy to
                                       11
<PAGE>

                                             Brian G. Lloyd
                                             Stoel Rives LLP
                                             201 South Main Street, Suite 1100
                                             Salt Lake City, Utah  84111
                                             Telephone: (801) 328-3131
                                             Facsimile: (801) 578-6999




If to TIMET:
                                             Dr. Stephen P. Fox TIMET
                                             PO Box  2128
                                             Henderson,   NV
                                             89009  phone:  702-566-4423
                                             FAX:   702-564-9038  Email:
                                             Stephen.fox@timet.com


With a copy to:                              Titanium Metals Corporation
                                             1999 Broadway, Suite 4300
                                             Denver, CO 80202
                                             Attn:    General Counsel

                                             Facsimile No.:  303-291-2990


If to DARPA:                                 James B. Troutman
                                             DARPA/CMO
                                             3701 N. Fairfax Drive
                                             Arlington, VA  22203-1714
                                             phone:  (703) 696-2408
                                             FAX:  (571) 218-4670
                                             Email:  jtroutman@darpa.mil

With copies to:                              Dr. Leo Christodoulou
                                             DARPA/DSO
                                             3701 N. Fairfax Drive
                                             Arlington, VA  22203-1714
                                             phone:  (703) 696-2374
                                             FAX:  (571) 218-4553
                                             Email:  lchristodoulou@darpa.mil

                                             Dr. Patrick Martin
                                             AFRL/AFTL  Materials  and
                                             Manufacturing   Directorate
                                             2230 Tenth Street, Building 655
                                             Wright-Patterson  AFB,
                                             OH   45433
                                             phone:  (937) 255-1353
                                             FAX: 937)255-3007
                                             Email:
                                             patrick.martin@wpafb.af.mil

                                       12
<PAGE>
ARTICLE X:  CONFIDENTIALITY

Each party recognizes that during the term of this Agreement,  such party (each,
a "Receiving  Party") may have access to certain  confidential  and  proprietary
information  of the other party (each,  a "Disclosing  Party") the disclosure of
which could be harmful to the interests of the Disclosing  Party  ("Confidential
Information"). Notwithstanding the foregoing, Confidential Information shall not
include  information  that:  (i) was in the  possession of the  Receiving  Party
without confidentiality restriction prior to disclosure by the Disclosing Party;
(ii) at or  after  the  time  of  disclosure  by the  Disclosing  Party  becomes
generally  available to the public through no act or omission on the part of the
Receiving Party that is not expressly authorized hereunder;  (iii) has come into
the possession of the Receiving Party without confidentiality restriction from a
third  party  and  such  third  party is under no  obligation  to  maintain  the
confidentiality of such information;  or (iv) was independently  developed by or
for the Receiving Party without the use of any Confidential Information received
from the Disclosing  Party.  Each Receiving Party  acknowledges the confidential
and proprietary  nature of the Disclosing Party's  Confidential  Information and
agrees,  except as expressly  authorized or permitted under this Agreement or as
otherwise  required  by law,  (i) to hold the  Disclosing  Party's  Confidential
Information in confidence and to take all reasonable precautions to protect such
Confidential  Information  (including,  without limitation,  all precautions the
Receiving Party employs with respect to its own  confidential  materials),  (ii)
not to divulge any such Confidential  Information to any third person, and (iii)
not to make any use whatsoever of such Confidential Information.

Notwithstanding anything to the contrary in this Agreement, each party (and each
employee, representative, or other agent of the parties) may disclose to any and
all persons, without limitation of any kind, the tax treatment and tax structure
of the transactions contemplated by this Agreement and all materials of any kind
(including  opinions or other tax  analyses)  that are  provided to either party
relating  to  such  tax  treatment  and  tax  structure,  except  to the  extent
confidentiality  of such tax treatment or tax structure is reasonably  necessary
to comply with securities laws.

ARTICLE XI:  DISCLAIMER OF WARRANTIES

EXCEPT AS  EXPRESSLY  PROVIDED IN THIS  AGREEMENT,  SUBCONTRACTOR  PROVIDES  THE
SERVICES AND ANY  INVENTIONS,  DATA OR OTHER  DELIVERABLES  PROVIDED  UNDER THIS
AGREEMENT ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND.
SUBCONTRACTOR  EXPRESSLY  DISCLAIMS ALL OTHER  WARRANTIES,  EXPRESS,  IMPLIED OR
STATUTORY,   INCLUDING   BUT  NOT   LIMITED  TO  THE   IMPLIED   WARRANTIES   OF
MERCHANTABILITY,  NON-INFRINGEMENT  AND FITNESS FOR A PARTICULAR PURPOSE AND ANY
IMPLIED  WARRANTIES  ARISING OUT OF COURSE OF  PERFORMANCE OR COURSE OF DEALING.
MOREOVER, SUBCONTRACTOR MAKES NO WARRANTY OF ANY KIND AS TO THE RESULTS THAT MAY
BE OBTAINED FROM USE OF SUCH SERVICES,  INVENTIONS,  DATA OR OTHER DELIVERABLES,
OR AS TO THE  ACCURACY,  COMPLETENESS,  CURRENCY OR  RELIABILITY  OF ANY DATA OR
INFORMATION PROVIDED HEREUNDER.

ARTICLE XII:  LIMITATION OF LIABILITY

EXCEPT FOR ANY OBLIGATIONS ARISING UNDER ARTICLE X (CONFIDENTIALITY)  OR ACTIONS
OF  TIMET  BEYOND  THE  SCOPE  OF  THE  LICENSES  GRANTED  HEREUNDER,  UNDER  NO
CIRCUMSTANCES  SHALL EITHER  PARTY,  ITS  OFFICERS,  DIRECTORS OR  AFFILIATES BE
LIABLE  FOR ANY  SPECIAL,  INDIRECT,  INCIDENTAL,  CONSEQUENTIAL,  EXEMPLARY  OR
PUNITIVE  DAMAGES ARISING OUT OF OR RELATING IN ANY WAY TO THIS AGREEMENT,  EVEN
IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EXCEPT FOR ANY OBLIGATIONS ARISING UNDER ARTICLE X (CONFIDENTIALITY)  OR ACTIONS
OF TIMET BEYOND THE SCOPE OF THE LICENSE  GRANTED  HEREUNDER,  IN NO EVENT SHALL
EITHER PARTY'S  AGGREGATE  LIABILITY UNDER THIS AGREEMENT EXCEED AN AMOUNT EQUAL
TO THE  TOTAL  AMOUNT  PAID BY  TIMET TO  SUBCONTRACTOR  UNDER  THIS  AGREEMENT,
REGARDLESS  OF THE FORM OF CLAIM OR  ACTION.  THIS  ARTICLE  XII SHALL NOT LIMIT
EITHER PARTY'S LIABILITY FOR THE DEATH OR BODILY INJURY OF A PERSON.

                                       13
<PAGE>
ARTICLE XIII:  GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of
the State of Nevada (without regard to the conflict of law principles  thereof).
The parties  hereby  submit  themselves to the  jurisdiction  of the federal and
state  courts  located in the State of Nevada.  In any action or  proceeding  to
enforce rights under this Agreement,  the prevailing  party shall be entitled to
recover its costs and attorneys' fees.

IN WITNESS WHEREOF, this Agreement has been executed in duplicate counterpart on
behalf of the parties hereto. .

FOR TITANIUM METALS CORPORATION            FOR ALTAIR NANOMATERIALS, INC.:

/s/ Stephen P. Fox                         /s/ D. K. Ellsworth
-------------------------------------      -------------------------------------
(Signature)                                (Signature)

Stephen P. Fox,
Director R&D                 1/8/04        Doug Ellsworth, President    1/7/04
-------------------------------------      -------------------------------------
(Name, Title)                (Date)        (Name, Title)                 (Date)



                                       14
<PAGE>

Attachment 1. Statement of Work
The Subcontractor will conduct the following activities.

Task 2.1.4 Development of Practical Cathode.

Task 2.1.4.1 Develop method for manufacture of Cathode

         o   Perform  matrix  study  of  properties  of oxide  discs  (porosity,
             strength)  through  variation of calcination  temperature,  forming
             pressure and chemical additions to the pre-calcination mix.
         o   Provide TIMET with  materials  having agreed  density and structure
             for reduction.
         o   Characterize the material (porosity, size, strength, crystal phase,
             purity)
         o   Model and predict an optimum  shape,  size,  density  based on this
             data
         o   Survey  and  select  economic  binding  system  (type,  aqueous  or
             organic)
         o   Produce a master batch recipe for optimized density, crystal size.
         o   Solicit   quotations   for   mixers   and   briquetting   equipment
             manufacturers to toll process

Task 2.1.4.2 Supply TiO2 Oxide Feedstock

         o   Manufacture  the precursor  titanium oxide  feedstock to produce 10
             batches of 50 pounds titanium metal.
         o   Prepare  chloride  feedstock to produce 1000 lbs of titanium  oxide
             amorphous precursor.
         o   Spray dry chloride solution (SDD)
         o   Develop large batch recipe for cathode shape formation
         o   Toll process the SDD to the agreed on shape
         o   Calcine to achieve the required porosity and particle size.
         o   Ship to TIMET. Delivery Commencing on or before April 1, 2004.

Task: 2.1.4.3 Alloy Oxide Development

         o   Prepare a  proposal  for an alloy  oxide  development  program  and
             supply of alloy oxide feedstock.

Task: 2.1.4.4 Demonstrate adaptation of the Altair Hydrochloride Pigment Process
              (AHPP) to FFC Cambridge Process

         o   Prepare a proposal to demonstrate adaptation of the AHPP to the FFC
             Cambridge process

Reporting Requirements

Commencing  on or before  January 15,  2004,  the  subcontractor  shall  provide
quarterly  progress reports detailing the key technical  progress issues against
plan,  an updated  project plan and an  assessment of major risks to the project
along with an abatement strategy.

                                       15
<PAGE>

Deliverables:

         o   Feedstock Optimization report
         o   Master batch recipes for titanium metal oxide feedstocks.
         o   10 x 100 lb batches of TiO2 feedstock commencing on or before April
             1, 2004.
         o   Proposals for Alloy oxide  development and for demonstration of the
             adaptation of Altair process to FFC Cambridge process
         o   Quarterly Progress reports

Commercial:

Subcontractor  is  prepared  to do the  above  outlined  scope  of  work  for an
estimated  cost of $150,000  including  labor,  overhead,  outside  contractors,
equipment purchase and travel.

TIMET shall pay Subcontractor for the services performed under this Statement of
Work in accordance with the following payable milestones:

         1.  $37,500 (25% of total) shall be due and payable upon the  execution
             of the Agreement.

         2.  $37,500   (25%  of   total)   shall   be  due  and   payable   upon
             Subcontractor's  completion  of Task  2.1.4.1  "Develop  method for
             manufacture of cathode."

         3.  $37,500   (25%  of   total)   shall   be  due  and   payable   upon
             Subcontractor's  delivery  of the  first  500 lbs of  TiO2  cathode
             structures.

         4.  $37,500   (25%  of   total)   shall   be  due  and   payable   upon
             Subcontractor's   delivery   of  last  500  lbs  of  TiO2   cathode
             structures.

Subcontractor  shall document the  accomplishments  of each Payable Milestone by
submitting or otherwise providing a Payable Milestones Report to TIMET.



                                       16
<PAGE>


ATTACHMENT 2
SUBCONTRACTOR BACKGROUND INVENTIONS
--------------------------------------------------------------------------------
Issued Patents:

US Patent 6,375,923,  April 23, 2002,  "Processing  Titaniferous Ore to Titanium
Dioxide Pigment"

U.S. Patent 6,440,383,  August 27, 2002,  "Processing  Aqueous Titanium Chloride
Solutions to Ultrafine Titanium Dioxide".

U.S. Patent 6,548,039, April 15, 2003, "Processing Aqueous Titanium Solutions to
Titanium Dioxide Pigment".

Patent Applications:

U.S. application number 09/982,599, "Method for Producing Catalyst Structures".

U.S. Application number 09/948,155, "Method to Make Mixed Metal Oxides and Metal
Oxide Compounds".

***

Trade Secrets and Know-How:

The Altair  Hydrochloride  Pigment  Process  (AHPP)  includes  the  intellectual
property and know-how used to make high quality  metal  oxides,  and mixed metal
oxides having prescribed size, morphology and crystal phase.

The Catalyst  Structure Process includes the intellectual  property and know-how
used to make metal oxide and mixed metal oxide  structures  having a  prescribed
porosity, crystal size, morphology and crystal phase.

***Portions  of  this  page  have  been  omitted   pursuant  to  a  request  for
confidential treatment filed separately with the SEC.

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<PAGE>