Lease with Flagship Enterprise Center


     

    Exhibit
      10.1

     

    


    
      	 	
               

            


    

    


     

    EQUITY
      CLIENT LEASE 

    [20%
      RENT SUBSIDY] 

     

      
        

      

    

     

    THIS
      LEASE, is made and entered into this 1st
      Day of
      October, 2005, by and between FLAGSHIP ENTERPRISE CENTER, INC., an Indiana
      not-for-profit corporation (hereinafter called “Landlord”), and ALTAIR
      Nanomaterials, Inc., a Nevada Corporation (hereinafter called
“Tenant”).


    


    Witnesseth
      That:


    


    Article
      I.

    Leased
      Premises.

    


    Section
      1.01. Lease
      and Description of Premises.
      Landlord, for and in consideration of the rent, covenants, agreements and
      conditions stated herein, does hereby lease to Tenant and Tenant does hereby
      lease from Landlord the following described premises (hereinafter referred
      to as
      the “Leased Premises”) situated in the Flagship Enterprise Center Building
      located at 2701 Enterprise Drive, Flagship Business Park, Anderson, Indiana
      46013 (hereinafter referred to as “Building”) and including all that certain
      space, which is on the first floor of the Flagship Enterprise Center Building
      which is designated as Suites #114, 115, 116, & 117 and Labs #2, 3, & 4
      consisting of 4744 square feet of space as shown in Exhibit “A.” Because of the
      special nature of Landlord’s building, Landlord has the option, in its sole
      discretion, to require Tenant to move to comparable space in the Building during
      the term of this Lease. 

    


    Section
      1.02. Additional
      Consideration to Tenant/Use of Equipment and Shared Services.
      As
      additional consideration of Tenant’s payment of rent as herein below provided,
      Landlord shall provide Tenant with the following equipment and/or
      services:

     

    
      	 	
              (a)

            	
              Central
                Office Services.
                Landlord shall provide a staffed reception area, access to common
                areas,
                including scheduled access to conference rooms; access to shared
                restrooms, exercise room and kitchen facilities; a centralized mail
                area,
                including a mailbox for Tenant; access to centralized copying and
                faxing
                facilities and equipment; Landlord’s standard centralized computer systems
                and services, including internet access; and security and janitorial
                services. Tenant is responsible for the cost of any additional office
                services required by Tenant. In the event that Tenant desires to
                replace
                or upgrade Landlord’s standard computer systems or services, Tenant must
                obtain Landlord’s prior written approval. Tenant shall pay all costs and
                fees incurred in connection with any replacement or upgrade of Landlord’s
                standard computer systems or services. Landlord shall provide Tenant
                with
                monthly invoices reflecting any such additional computer systems
                and
                services charges and Tenant shall pay Landlord for such charges within
                fifteen (15) days of receipt of each
                invoice.

            


    

     

    
      
         

      

      
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              (b)

            	
              Telephone
                Infrastructure Services.
                The Landlord will assist in arranging Tenant with local calling area
                telephone service, telecommunication lines and telephone and computer
                network jacks. Tenant is responsible for the cost of these lines
                and any
                other expenses associated with its telephone service and equipment,
                including but not limited to charges associated with the installation
                of
                additional telephone lines, additional bandwidth requirements, long
                distance charges, and all other expenses. In the event that Tenant
                desires
                to replace or upgrade telephone equipment or service, Tenant must
                obtain
                Landlord’s prior written approval. Tenant shall pay all costs and fees
                incurred in connection with such replacement or upgrade. Landlord
                shall
                provide Tenant with monthly invoices reflecting any such additional
                telephone systems and services charges and Tenant shall pay Landlord
                for
                such charges within fifteen (15) days of receipt of each
                invoice.

            


    

     

    
      	 	
              (c)

            	
              Parking.
                Landlord shall provide Tenant with access to parking facilities,
                which
                shall be subject to availability and Landlord’s parking facilities
                policies

            


    

     

    Section
      1.03. Examination
      and Inspection of Leased Premises/Renovation Expenses.
      Tenant
      acknowledges that it has had the opportunity to examine and inspect and has
      examined and inspected the Leased Premises. Tenant accepts the Leased Premises
      in their current “as is” condition, subject to the responsibility of the
      Landlord to effect repairs and maintenance as below provided. 

    


    As
      per
      the negotiations heretofore completed between the parties, Landlord, prior
      to
      the inception of this Lease, has renovated and improved the Leased Premises.
      As
      to such renovations and improvements, Landlord has paid or will pay the total
      cost of such renovations and improvements.

    


    Article
      II. 

    Lease
      Term.

    


    Section
      2.01. Initial
      Lease Term.
      Unless
      sooner terminated under the provisions hereof, the term of this Lease shall
      be
      for a period of three (3) years (the “Initial Term”), commencing on the
      1st
      day of
      October, 2005 (hereinafter referred to as the “Commencement Date”) and ending on
      the 31st
      day of
      September, 2008. 

    


    Section
      2.02.  Lease
      Renewal.
      This
      Lease may be renewed for subsequent terms of one (1) year (each a “Renewal
      Term”) on such terms as are mutually agreed to by the parties. Provided,
      however, the rent to be charged by Landlord during certain specified Renewal
      Terms shall be no greater than as set forth in paragraph 3.02 below. The term
      of
      this Lease, including the Initial Term and any Renewal Term(s), is referred
      to
      in this Lease as the “Term.”

    


    
      
         

      

      
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    Section
      2.03.  Provisions
      for Negotiation of Renewal.
      The
      parties shall commence negotiations for a Renewal Term no sooner than ninety
      (90) days before the expiration of the existing Term and such negotiations
      shall
      be completed no later than thirty (30) days before the expiration of the
      existing Term. 

    


    Section
      2.04.  Holding
      Over.
      In the
      event Tenant remains in possession of the Leased Premises after the expiration
      of the Initial Term and/or expiration of a renewal term, without the execution
      of a lease extension agreement or exercise of a renewal option, Tenant shall
      be
      deemed to be occupying the Leased Premises as a tenant from month to month
      and
      all terms of the Lease shall continue unabated, excepting for the length of
      term
      as herein specified. Such month to month tenancy may at any time be terminated
      by either party upon thirty (30) days written notice given to the other party.
      


    


    Article
      III.

    Rental
      Payments.

    


    Section
      3.01.  Subsidized
      Rent.
      Based
      upon negotiations between the parties, Tenant shall pay, as rent, to Landlord,
      a
      sum equal to eighty percent (80%) of the stipulated fair market rent of the
      Leased Premises as set forth in Exhibit “B” (“Subsidized Rent”). Such Subsidized
      Rent shall be increased from each successive annual anniversary date of the
      lease as shown in Exhibit “B”. 

    


    Section
      3.02.  Rent
      During Renewal Terms.
      The
      rental payments for any Renewal Term shall be in the monetary sum mutually
      agreed to by the parties prior to the commencement of the Renewal Term. It
      is
      understood, however, that should the parties agree to extend the Lease Agreement
      by one (1) or more Renewal Terms, the rent shall be fixed for specified Renewal
      Terms in amounts no greater than the sums recited in the Rent Schedule, attached
      hereto as Exhibit “B.”

    


    Section
      3.03.  Obligation
      of Tenant to Relocate in Madison County, Indiana/Provision for Reimbursement
      of
      Subsidy to Landlord.
      Tenant
      agrees that, following termination or expiration of this Lease for any reason
      (other than any termination by Landlord during the Initial Term without cause),
      Tenant shall maintain its principal place of business and operations in Madison
      County in the State of Indiana for a period of time at least equal to the length
      of time that Tenant leases space within the Flagship Enterprise Center (the
      "Subsidized Term"). If, after termination or expiration of this Lease, Tenant
      relocates its Battery Manufacturing Operations outside of Madison County,
      Indiana prior to expiration of the Subsidized Term, then Tenant shall pay to
      Landlord an amount equal to the difference between (i) the fair market rent
      for
      leasing Tenant Space during Tenant's tenancy at the Flagship Enterprise Center
      and (ii) the total amount of rent paid by Tenant to Landlord during such
      tenancy. The "fair market rent" shall be the stipulated fair market rental
      as
      set forth in Exhibit “B”. The exception to this clause shall occur with a change
      in the ownership of a majority of a tenant’s stock; if a majority interest is
      acquired by another entity, and that entity requires the relocation of the
      company outside of Madison County, Indiana, then this clause shall not apply
      to
      the tenant. 

    


    Section
      3.04. Landlord’s
      Payment of Utilities.
      Landlord
      shall pay all usage and other monthly charges for all utility services rendered
      or furnished to or based upon or in connection with the Leased Premises,
      including, but not limited to, electricity, gas, water/sewage, or other utility
      or service. Provided, however, should Tenant’s use of the Leased Premises cause
      an unreasonable or unexpected use of any utility or utility service, Landlord
      reserves the right, after written notice to Tenant, to charge such excessive
      utility use and the charges therefore to Tenant. 

    


    Section
      3.05.  Payment
      of Taxes on Real Estate and Personal Property.
      Landlord
      covenants and agrees to assume and pay all real estate taxes, if any, incurred
      and/or assessed against the real estate and improvements located on the Leased
      Premises. Tenant covenants and agrees to assume and pay all personal property
      taxes incurred and/or assessed against the personal property owned by Tenant
      located on the Leased Premises. 

    


    Section
      3.06.  Past
      Due Payments.
      In the
      event any rental payment or other payment owing from Tenant to Landlord pursuant
      to this Lease shall become overdue for a period in excess of ten (10) days,
      a
      late charge in the amount of five percent (5%) of such overdue payment shall
      be
      paid by Tenant to Landlord, which late charge shall be payable upon demand.
      Said
      late charge shall be in addition to and not in lieu of any other remedy Landlord
      may have and any fee, charge, payment and advancements landlord may be entitled
      to hereunder or by law. In the event any rental payment or other payment owing
      from Tenant to Landlord pursuant to this Lease shall become overdue for a period
      in excess of twenty-five (25) days, such unpaid amounts shall bear interest
      from
      the due date thereof to the date of payment at the rate of one and one-half
      percent (1 1⁄2%) per month.

    


    
      
         

      

      
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    Section
      3.07.  Place
      of Payments.
      All
      payments required to be paid, and all statements required to be rendered by
      Tenant to Landlord shall be delivered to Landlord at its address set forth
      in
      Section 15.01 hereof or to such other address as Landlord specifies to tenant
      in
      accordance with such Section. 

    


    Article
      IV.

    Use
      and Occupancy.

    


    Section
      4.01.  Use
      of
      Leased Premises.
      The
      Leased Premises in the office area shall be used solely as office or laboratory
      research space. The Leased Premises in the manufacturing area shall be used
      as
      manufacturing, research or lab space. Landlord may relocate Tenant to comparable
      space within the Building at Landlord's sole discretion. Tenant will have full
      access to and use of Tenant Space, and the right to use and access all common
      areas within the Building on an “as available” basis, subject to the Flagship
      Enterprise Center’s Building Rules and Regulations, as amended or modified from
      time to time, which are incorporated by reference into this Lease. Tenant hereby
      acknowledges receipt of the current Building Rules and Regulations. Landlord
      shall provide to Tenant written notice of any amendments or modifications to
      the
      Building Rules and Regulations, which shall be effective with respect to Tenant
      after such notice has been given. Tenant will not have access to any other
      areas
      within the Building, including but not limited to the space of other tenants
      and
      Landlord’s executive offices.

    


    Section
      4.02.  Prohibition
      Against Waste and Unlawful Uses.
      Tenant
      shall not commit or allow any waste or damage to be committed on any portion
      of
      the Leased Premises. Tenant shall not occupy or use or permit any portion of
      the
      Leased Premises to be occupied or used for any business or purpose which is
      unlawful, disreputable or deemed to be hazardous, or permit anything to be
      done
      which would in any way significantly increase the cost of insurance coverage
      on
      the Leased Premises or its contents.

     

    Section
      4.03. Prohibition
      Against Use or Storage of Hazardous Materials.
      Tenant
      shall not maintain, store or use any other hazardous materials upon the Leased
      Premises without Landlord’s written consent. Hazardous materials shall mean any
      hazardous, toxic or radioactive substance, matter, material or waste which
      is or
      becomes regulated by any federal, state or local law, ordinance, order, rule,
      regulations, code or other governmental restriction or requirement and includes,
      without limitation, asbestos, petroleum products and the terms hazardous
      substance and hazardous waste as defined in CERCLA and RCRA, as each may be
      amended. If any hazardous materials are necessary for the carrying on of
      tenant’s business operations, notice of existence of such materials must be
      given to Landlord, and Tenant shall retain such licenses as may be required
      to
      handle, transport and dispose of such materials in accordance with local, state
      and federal rules, regulations and laws. 

    


    Section
      4.04.  Environmental
      Responsibility.
      Tenant
      must supply Landlord Material Safety Data Sheets for all chemicals used by
      Tenant. Tenant must comply with the OSHA and EPA requirements. Noise levels
      created by Tenant’s machinery must not exceed a limit of 85 decibels or such
      noise level required by the applicable zoning ordinance, whichever is lower.
      Tenant shall defend and hold Landlord harmless from all fines, penalties and
      costs relating to any violation or noncompliance with such laws and
      regulations.

    


    Section
      4.05. Prohibition
      Against Excessive Floor Loads.
      Tenant
      shall not overload the floors of the Tenant Space beyond their designed
      weight-bearing capacity. Landlord reserves the right to direct the positioning
      of all heavy equipment, furniture and fixtures that Tenant desires to place
      in
      the Tenant Space so as to distribute weight properly. Landlord may require
      the
      removal of any equipment, furniture or fixtures that exceeds appropriate weight
      limits for the Tenant Space.

    


    
      
         

      

      
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    Section
      4.06.  Condition,
      Alterations and Additions.
      Tenant’s
      acceptance of the Leased Premises on the Commencement Date shall be as is,
      where
      is and without warranty of any kind as to zoning, condition, fitness for
      Tenant’s business purpose or otherwise. Tenant assumes sole responsibility for
      examining the Leased Premises prior to the Commencement Date to assure itself
      of
      the Leased Premises’ compliance with this Lease and Tenant’s business purpose.
Tenant
      shall make no leasehold improvements, alterations or additions to any part
      of
      the Leased Premises without the prior written consent of
      Landlord.
      All such
      improvements, alterations and additions, excepting only unattached and movable
      trade fixtures, shall be the sole property of Landlord. 

    


    Section
      4.07.  Signage.
      All
      signage, whether installed inside the structure on the Leased Premises or on
      the
      exterior thereof, shall be subject to the written approval of Landlord.


     

    Article
      V.

    Maintenance
      and Repairs.

    


    Section
      5.01. Maintenance
      by Landlord.
      Landlord, at Landlord’s expense, shall keep the foundation, walls and other
      structural parts, including the roof, of the building in reasonable order,
      condition and repair; provided, however, Landlord shall not be responsible
      for
      making any repairs or replacements occasioned by any act or negligence of
      Tenant, its employees, contractors, agents, invitees, licensees or
      concessionaires. Landlord shall also keep, maintain, replace and repair the
      Leased Premises and every part thereof in good order, condition and repair,
      including, but not limited to, interior and exterior electrical, mechanical
      and
      utility equipment and systems; fixtures; and interior walls, floors and
      ceilings. 

    


    Section
      5.02.  Payment
      of Cleaning & Janitorial Service Expenses.
      Tenant
      shall assume and pay all expenses for routine/customary cleaning and janitorial
      services to keep the Leased Premises in a clean and orderly condition. Should
      Tenant fail in this responsibility, Landlord reserves the right, but shall
      not
      be obligated, to cause the Leased Premises to be cleaned and charges therefore
      would be assessed to Tenant. Landlord shall assume and pay all expenses for
      routine/customary cleaning and janitorial services to keep the Common Areas
      within the Building in a clean and orderly condition. Tenants are responsible
      for picking up after themselves in the kitchen area.

    


    Section
      5.03.  Landlord’s
      Provision of Snow Removal and Lawn Care.
      As
      additional consideration for Tenant’s payment of Monthly Rental Payments,
      Landlord, during the Initial Term and any Renewal Term, shall provide snow
      removal for Tenant’s parking and walkways and shall further provide lawn care
      and landscaping services to the area surrounding the Leased Premises.


    


    Section
      5.04.  Notice.
      Tenant
      shall give Landlord prompt written notice of the need for any maintenance,
      replacement or repairs which Landlord is obligated to make under foregoing
      Section 5.01 and of any material damage to the Leased Premises or any part
      thereof. 

    


    Section
      5.05.  Access
      to Leased Premises.
      Landlord
      and its agents may retain a pass key to the Leased Premises and shall have
      the
      right to enter the Leased Premises at any and all times to service and inspect
      the Leased Premises. During the period beginning sixty (60) days prior to
      the expiration of the Initial Term or any Renewal Term (unless Landlord has
      already agreed to extend the Term of this Lease), Landlord’s staff may enter the
      Leased Premises to show the Leased Premises to prospective
      tenants.


    


    Article
      VI.

    Insurance
      and Indemnification.

    


    Section
      6.01.  Public
      Liability Insurance: Tenant.
      Tenant,
      at Tenant’s expense, shall maintain in full force and effect throughout the
      Lease Term a policy of general public liability insurance naming Landlord as
      an
      additional insured and covering any and all claims for injuries to or death
      of
      persons and damage to property occurring in or upon the Leased Premises, in
      an
      amount not less than One Million Dollars ($1,000,000.00) for injury to or death
      of any one person; Two Million Dollars ($2,000,000.00) for injury to or death
      of
      more than one person in the same accident or occurrence; and Five Hundred
      Thousand Dollars ($500,000.00) for damaged property arising out of any one
      accident or occurrence. 

    


    
      
         

      

      
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    Section
      6.02.  Insurance
      on Tenant’s Property.
      All of
      Tenant’s fixtures, equipment, merchandise or other personal property shall be
      kept at Tenant’s sole risk and expense, and Tenant, at Tenant’s expense, shall
      maintain in full force and effect throughout the Lease Term fire and extended
      coverage insurance on its fixtures, equipment, merchandise and other personal
      property in or upon the Leased Premises for its full insurable value on a
      replacement cost basis, if obtainable, and if not obtainable, for the full
      amount of the estimated cash value for such property. 

    


    Section
      6.03.  Insurance
      on Leased Premises.
      Landlord
      shall maintain in full force and effect throughout the Lease Term broad form
      fire and extended coverage insurance on the Leased Premises and Landlord’s
      fixtures, equipment and personal property, in, on or about the Leased Premises,
      for their full insurable value on a replacement cost basis, if obtainable,
      and
      if not obtainable, for the full amount of its actual cash
      value.


    


    Section
      6.04.  Waiver
      of Subrogation.
      Each of
      the parties hereto hereby waivers and releases any and all rights of recovery
      which it might have against the other for any loss or damage, whether or not
      caused by any alleged negligence of the other party, its agents, licensees
      or
      invitees, to the extent that such loss or damage is or would be covered by
      any
      insurance required to be maintained under this Lease. Each policy of insurance
      required under this Lease shall contain an endorsement to such effect, so long
      as such endorsement is available. Should either Landlord or Tenant be unable
      to
      procure such an endorsement, the other party shall be relieved of carrying
      insurance with such an endorsement and the foregoing provisions for waiver
      of
      right of recovery against the other (right of subrogation) shall be of no
      further force or effect.

    


    Section
      6.05. Tenant’s
      Indemnification.
      Unless
      caused or contributed to by the gross negligence or willful misconduct of
      Landlord, its agents or employees, Tenant assumes all risks and responsibilities
      for accidents, injuries or damages to person or property and agrees to indemnify
      and hold Landlord harmless from any and all claims, liabilities, losses, costs
      and expenses (including attorneys’ fees) arising from or in connection with its,
      use or control of the Leased Premises and any improvements thereon during the
      Lease Term or Tenant’s breach of any term, covenant, condition or agreement to
      be observed by Tenant under this Lease. Tenant shall be liable to Landlord
      for
      any damages caused by gross negligence or willful misconduct to the Leased
      Premises and for gross negligence or willful misconduct done by Tenant or any
      person coming on the Leased Premises by the license or invitation of Tenant,
      express or implied (except Landlord, its agents or employees).

    


    Section
      6.06.  Tenant’s
      Waiver of Claims.
      Landlord
      shall not be liable for, and Tenant waives all claims against Landlord for,
      any
      injuries, damages (including, but not limited to, consequential damages) or
      losses of or to person, property or otherwise, sustained by Tenant and not
      covered by insurance, unless resulting from Landlord’s gross negligence or
      willful misconduct. All property of Tenant kept or stored in, upon or about
      the
      Leased Premises shall be so kept or stored at the sole risk of Tenant; and
      Tenant shall hold Landlord harmless from any claims, costs or expenses,
      including attorneys’ fees, arising out of damage thereto, unless such claim
      arises out of grossly negligent or willful misconduct on the part of Landlord,
      its agents and employees.

    


    Section
      6.07.  Certificates
      of Insurance.
      For each
      type of insurance which Landlord or Tenant are required to maintain under this
      Lease, each shall furnish the other an endorsed copy of such insurance policy
      showing that each such type of insurance is in full force and effect and not
      cancelable without thirty (30) days prior written notice to the other party.
      

    


    


    
      
         

      

      
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    Article
      VII.

    Eminent
      Domain.

    


    Section
      7.01.  Legal
      Effect.
      If the
      whole or any part of the Leased Premises is taken for public or quasi-public
      use
      by a governmental or other authority having the power of eminent domain, or
      shall be conveyed to any such authority in lieu of such taking, and if such
      taking or conveyance shall cause the remaining part of the Leased Premises
      to be
      untenantable and inadequate for Tenant’s Business, then Landlord or Tenant may,
      at their option, terminate this Lease as of the date Tenant is required to
      surrender possession of the Leased Premises by giving the other party notice
      of
      such termination. If a part of the Leased Premises shall be taken or conveyed,
      but the remaining part is tenantable and adequate for Tenant’s Business (as
      reasonably determined by Tenant, and with notice of such determination given
      to
      Landlord within fifteen (15) days of any such taking), then this Lease shall
      be
      terminated as to the part taken or conveyed as of the date Tenant surrenders
      possession thereof; Landlord shall make such repairs, alterations and
      improvements as may be necessary to render the part not taken or conveyed
      tenantable; and the rent shall be reduced in proportion to the part of the
      Leased Premises so taken or conveyed. 

    


    Section
      7.02.  Payment
      of Award.
      All
      compensation awarded for such taking or conveyance shall be the sole property
      of
      Landlord, without any deduction therefrom for any present or future estate
      of
      Tenant, and Tenant hereby assigns to Landlord all its right, title and interest
      in and to any such award; provided, however, Tenant shall have the right to
      recover from such taking authority, but not from Landlord, such compensation
      as
      may be awarded to Tenant on account of moving and relocation expenses and
      depreciation to and removal of Tenant’s property. 

     

    Article
      VIII.

    Destruction
      and Damage.

    


    Section
      8.01.  Damage
      by Casualty.
      In the
      event of a fire or other casualty in the Leased Premises, Tenant shall give
      prompt notice thereof to Landlord. If the Leased Premises shall be partially
      destroyed by fire or other casualty so as to render the Leased Premises
      partially or wholly untenantable, the Rent shall be abated on the basis of
      leasable square footage remaining and occupied thereafter, until such time
      as
      the Leased Premises are made fully fit for use by Tenant; provided, however,
      that if gross negligence or willful misconduct of Tenant, or its agents,
      employees or invitees shall have contributed to the cause of such fire or other
      casualty, the Rental shall not be abated during the period of restoration of
      the
      Leased Premises.

    


    Section
      8.02.  Restoration;
      Partial or Total Destruction of Building.
      In the
      event the Building shall be partially or totally destroyed by fire or other
      casualty, the same shall be repaired as soon as is reasonably possible, at
      the
      expense of Landlord, unless Landlord shall elect to terminate this Lease as
      hereinafter provided. If damage to the Leased Premises is to such extent that
      the cost of restoration, as estimated by Landlord will exceed fifty percent
      (50%) of the replacement value of the Leased Premises (including the building
      standard improvements) or thirty percent (30%) of the replacement value of
      the
      Building (exclusive of the foundation) in its condition just prior to the
      occurrence of the damage, Landlord may, no later than the sixtieth
      (60th)
      day
      following such damage, give Tenant notice that it elects to terminate this
      Lease. If such notice shall be given:

    


    
      	
            	(a)	
              This
                Lease shall terminate on the twentieth (20th
                )
                day following the giving of said
                notice;

            


    

    


    
      	
            	(b)	
              Tenant
                shall surrender possession of the Leased Premises on or before such
                termination date; and 

            


    

    


    
      	
            	(c)	
              The
                rental provided hereunder shall be apportioned as of the date of
                such
                termination and any Rental paid for any period beyond said date shall
                be
                refunded to Tenant. 

            


    

    


    Unless
      Landlord so elects to terminate this Lease, Landlord shall proceed with the
      restoration of the Leased Premises and/or the Building as soon as reasonably
      possible. If the damage to the Building as the result of any casualty is such
      that the Leased Premises cannot be used by Tenant for Tenant’s Business for a
      period of three (3) or more months, as estimated by Landlord, either Landlord
      or
      Tenant may cancel and terminate this Lease by giving notice of such termination
      to the other party within thirty (30) days after the date of such casualty.
      In
      such event of termination, all Rental shall be apportioned as of the date of
      such termination and any Rental paid for any period beyond said date shall
      be
      refunded to Tenant. In no event, however, shall Tenant have the right to cancel
      or terminate this Lease if the gross misconduct or willful neglect of Tenant,
      or
      its agents, employees or invitees shall have contributed to the cause of such
      casualty.


    


    
      
         

      

      
        7

        
          

        

      

      
         

      

    

    Article
      IX.

    Events
      of Default and Remedies.

    


    Section
      9.01.  Events
      of Default.
      The
      occurrence of any one (1) or more of the following events shall be deemed to
      be
      an “Event of Default”:

    


    
      	
            	(a)	
              The
                failure of Tenant to pay any installment of rent within thirty (30)
                days
                after its due date;

            


    

    


    
      	
            	(b)	
              The
                failure of Tenant to perform any other of its covenants under this
                Lease
                or to comply with the Building Rules and Regulations within thirty
                (30)
                days after written notice or demand therefore is served upon Tenant
                by
                Landlord;

            


    

    


    
      	
            	(c)	
              The
                making by Tenants of an assignment for the benefit of
                creditors;

            


    

    


    
      	
            	(d)	
              The
                levying of a writ of execution or attachment on or against the Leased
                Premises or Tenant’s interest therein as the property of Tenant, and the
                same not being released or discharged within sixty (60) days
                thereafter;

            


    

    


    
      	
            	(e)	
              The
                institution of proceedings in a court of competent jurisdiction for
                the
                reorganization, liquidation, voluntary or involuntary dissolution
                of
                Tenant, or for its adjudication as a bankrupt or insolvent, or for
                the
                appointment of a receiver of the property of Tenant, and said proceedings
                are not dismissed within sixty (60) days after the institution of
                said
                proceedings; or

            


    

    


    
      	
            	(f)	
              A
                mechanic’s lien or similar lien upon the Leased Premises or the building
                is asserted of record in connection with work allegedly done in or
                about
                the Leased Premises at the request or instance of Tenant, and the
                same is
                not removed by Tenant, or adequate security for the satisfaction
                thereof
                deposited with Landlord, within forty-five (45) days from the date
                any
                such lien was filed in the office of the Recorder of Madison County,
                Indiana.

            


    

     

    Section
      9.02  Remedies.
      Upon the
      occurrence of an Event of Default, Landlord shall have the option
      to:

    


    
      	
            	(a)	
              Re-enter
                the Leased Premises with or without process of law, using such means
                as
                may be necessary to remove all persons and property therefrom;
                and/or

            


    

    


    
      	
            	(b)	
              Exercise
                any other right or remedy available to Landlord at law or in equity
                in
                addition to or as an alternative to any of the other rights and remedies
                of Landlord herein specified upon the occasion of any such Event
                of
                Default. 

            


    

     

    In
      the
      event that subsequent to an Event of Default, Landlord should relet the Leased
      Premises or a portion thereof during the balance of the Term of this Lease,
      the
      proceeds of such reletting, after deduction of all reasonable costs incurred
      by
      Landlord in connection with repossession and reletting of the Leased Premises
      (including without limitation, all legal fees, leasing commissions, remodeling
      costs and similar expenses) shall be applied to satisfaction of Tenant’s
      obligations hereunder. Landlord shall have the right to file suit to recover
      any
      sums which have fallen due under this Lease from time to time on one (1) or
      more
      occasions without being obligated to wait until the expiration of the Term
      of
      this Lease. Alternatively, in the event Landlord should elect to terminate
      this
      Lease, Landlord shall be entitled to recover forthwith as damages from Tenant
      a
      sum of money equal to: (i) the cost of recovering possession of the Leased
      Premises, (ii) the unpaid Rent owed at the time of such termination; (iii)
      the
      balance of the Rent for the remainder of the term; and (iv) any other sum of
      money or damages owed by Tenant to Landlord, less the fair market rental value
      of the Leased Premises for the remainder of the term of this Lease.

    


    
      
         

      

      
        8

        
          

        

      

      
         

      

    

    


    Article
      X.

    Subordination.

    


    Section
      10.01. Subordination.
      Upon
      request by Landlord, this Lease shall become subordinate to the lien of a
      mortgage given by Landlord, if such mortgage provides that Tenant’s rights under
      this Lease and possession of the Leased Premises shall not be disturbed as
      long
      as it performs its duties hereunder. Tenant shall enter into any confirming
      subordination and non-disturbance agreement such mortgagee may reasonably
      require. 

    


    Article
      XI.

    Assignment
      and Subletting.

    


    Section
      11.01. Assignment
      and Subletting.
      Tenant
      shall not assign or encumber this Lease or any interest herein, or sublet the
      Leased Premises or any part thereof, or permit the use of the Leased Premises
      or
      any part thereof by any party other than Tenant, without the prior written
      consent of Landlord.


    


    Article
      XII.

    Covenant
      of Quiet Enjoyment.

    


    Section
      12.01. Covenant
      of Quiet Enjoyment.
      Landlord
      covenants and warrants that it has all necessary right, title and interest
      in
      the Leased Premises to enter into this Lease and grant tenant the rights herein.
      Landlord agrees that if Tenant performs all the covenants and agreements herein
      provided to be performed by Tenant, Tenant shall, at all times during the Lease
      Term, have the peaceable and quiet enjoyment of possession of the Leased
      Premises without any manner of hindrance from Landlord or any persons claiming
      under Landlord subject to the terms of any mortgage to which this Lease is
      subordinate or subordinated to. 


    


    Article
      XIII.

    Termination
      of Lease and Surrender of Leased Premises.

    


    Section
      13.01. Termination.
      This
      Lease shall Terminate upon any one (1) of the following occurrences:


    


    
      	
            	(a)	
              Upon
                expiration of ten (10) days following written notice by Landlord
                to
                Tenant, if Tenant continues to be in default in the performance of
                obligations of this Lease required to be performed by Tenant;
                

            


    

    


    
      	
            	(b)	
              Upon
                expiration of the Initial Term or any Renewal Term where no extension
                of
                the Initial Term or Renewal Term has been
                negotiated;

            


    

    


    
      	
            	(c)	
              Upon
                expiration of thirty (30) days following written notice by one party
                to
                the other during any holdover
                period;

            


    

    


    
      	
            	(d)	
              Upon
                expiration of thirty (30) days following written demand by Landlord
                to
                Tenant, if Tenant continues to be more than Five Hundred Dollars
                ($500.00)
                in arrears in the payment of monies due and owing Landlord’s list of
                recommended Preferred Providers as listed in the Flagship Enterprise
                Center Building Rules and Regulations as amended from time to time,
                for
                services rendered to Tenant. 

            


    

    


    
      
         

      

      
        9

        
          

        

      

      
         

      

    

    
      	
            	(e)	
              Upon
                expiration of thirty (30) days following written notice of Landlord’s
                Board of Director’s written findings that Tenant, despite written notice
                and provision of a ninety (90) day period to cure, continues by its
                conduct to:

            


    

    


    
      	 	
              (i.)

            	
              depart
                in a material and significant manner from its business intentions,
                as
                originally submitted to Landlord at commencement of the Initial
                Term;

            


    

    
      	 	
              (ii.)

            	
              fail
                to exercise due diligence in the execution of its business plan and/or
                pursuit of its business objectives;

            


    

    
      	 	
              (iii.)

            	
              be
                absent from the Building for protracted periods without appropriate
                excuse
                or justification;

            


    

    
      	 	
              (iv.)

            	
              violate
                the terms and provisions of the Articles of Incorporation of the
                Flagship
                Enterprise Center, Inc. 

            


    

    


    Section
      13.02. Surrender.
      At the
      termination or expiration of this Lease, Tenant shall deliver the Tenant Space
      in good order and repair, ordinary wear and tear excepted. Tenant shall not
      be
      required to surrender any of Tenant's trade fixtures, equipment or personal
      property, unless permanently affixed to the Tenant Space, provided that any
      trade fixtures, equipment or personal property of Tenant not removed within
      forty-eight (48) hours following the termination or expiration of this Lease
      shall be deemed abandoned and shall become the sole and exclusive property
      of
      the Landlord. Tenant shall repair any damage to the Tenant Space caused by
      removal of any trade fixtures, equipment, or personal property of Tenant.
      In
      no
      event will Tenant have the right to hold over past the termination of this
      Lease. Tenant acknowledges that time is of the essence and that it is of
      critical importance for Landlord to have possession of the Tenant Space upon
      the
      termination or expiration of this Lease. In the event Tenant does not vacate
      the
      Tenant Space as required in this Lease, Landlord shall be entitled to any and
      all remedies at law or in equity, including, without limitation, the right
      to
      change locks on the building, remove all trade
      fixtures, equipment or personal
      property from the Tenant Space and/or to demolish all improvements in the Tenant
      Space, all which shall be without any liability or claim against Landlord,
      which
      are hereby waived by Tenant. 

     

    Article
      XIV.

    Enforcement
      Expenses.

    


    Section
      14.01. Enforcement
      Expenses.
      In the
      event that either party hereto shall be successful in enforcing against the
      other any remedy, legal or equitable, for a breach of any of the provisions
      of
      this lease, there shall be included in the judgment or any decree the reasonable
      expenses and attorney fees of the successful party against the unsuccessful
      party. 

     

    Article
      XV.

    Notices.

    


    Section
      15.01. Notices.
      All
      notices and demands which may or are required to be given by either party to
      the
      other hereunder shall be in writing and shall be deemed to have been fully
      given
      two (2) days after being deposited with the United States Postal Service, or
      its
      successor, as certified or registered mail, postage prepaid, and addressed
      as
      follows:

    


    
      
         

      

      
        10

        
          

        

      

      
         

      

    

    
      	
            	
              ToTenant:

            	
              ALTAIR
                Nanomaterials, Inc.

            


    

    204
      Edison Way

          Reno,
      NV
      89502


    Attention:
      Chief Financial Officer

    


    
      	
            	To
              Landlord:	
              Flagship
                Enterprise Center, Inc.

            


    

    2701
      Enterprise Drive, Suite 100

          Anderson,
      Indiana 46013


    Attention:
      Executive Director

    


    or
      to
      such other address as either party may designate from time to time for itself
      by
      notice similarly given. Any notice to be given may also be given by personal
      delivery of the written notice to the person in charge of the business
      operations at the Leased Premises at the time of such notice, and shall be
      deemed effective as of the date such personal delivery is made. 

     

    


    Article
      XVI.

    Compliance
      With Economic Development Administration (“EDA”) 

    Civil
      Rights and Nonrelocation Regulations.

    


    Section
      16.01. Compliance.
      Inasmuch
      as Landlord has received benefits and grants from EDA, Tenant agrees that it
      shall comply with EDA civil rights requirements, which, in general, prohibit
      unlawful discrimination practices in the work place. Also, Tenant agrees that
      it
      shall comply with EDA nonrelocation regulations, which, in general, prohibit
      use
      of EDA financial assistance to assist employers from transferring jobs from
      one
      commuting area to another. 

    


    Section
      16.02. Execution
      of Certifications.
      Tenant
      agrees to execute written certifications exhibiting compliance with the matters
      set forth in Section 16.01. More specifically, Tenant agrees to timely execute
      the Assurances of Compliance with Civil Rights and Other Legal Requirements,
      being Exhibit “C” attached hereto. Additionally, Tenant agrees to timely execute
      Employer’s Nonrelocation Certificate, being Exhibit “C” attached hereto.



     

    Article
      XVII.

    General
      Provisions.

    


    Section
      17.01. Relationship
      of the Parties.
      Nothing
      herein contained shall be deemed or construed by the parties hereto, nor by
      any
      third party, as creating a relationship of principal and agent, partnership
      or
      joint venture between the parties hereof, it being understood and agreed that
      nothing herein, no any acts of the parties hereto, shall be deemed to create
      any
      relationship between the parties hereto other than the relationship of Landlord
      and Tenant. 

    


    Section
      17.02. Provision
      for Non-Waiver.
      No delay
      or omission of the right to exercise any power by either party shall impair
      any
      such right or power, or shall be construed as a waiver of any default or as
      an
      acquiescence thereon. One or more waivers of any covenant, term or condition
      of
      this Lease by either party shall not be construed by the other party as a waiver
      of subsequent breach of the same covenant, term or condition. Consent or
      approval by either party to or of any act by the other party of a nature
      requiring consent or approval shall not be deemed to waive or render unnecessary
      consent to or approval of any subsequent similar act. 

     

    
      
         

      

      
        11

        
          

        

      

      
         

      

    

    Section
      17.03. Recording
      Memorandum of Lease.
      Either
      party hereto, upon written request of the other, shall join in the execution
      of
      a Memorandum of Lease in proper form for recording or filing in the office
      of
      the Recorder of Madison County, Indiana, which Memorandum shall set forth the
      existence of terms of this Lease, with subordination of the leasehold interest
      to any mortgage by the Landlord and such other terms as the parties may mutually
      agree upon.

    


    Section
      17.04. Law
      of
      Indiana Governs.
      The laws
      of the State of Indiana shall govern the validity, performance and enforcement
      of this Lease. The invalidity or unenforceability of any provision of this
      Lease
      shall not affect or impair any other provision. 

    


    Section
      17.05. Complete
      Agreement.
      The
      headings of the several articles of sections contained herein are for
      convenience only and do not define, limit or construe the contents of such
      articles and sections. All negotiations, considerations, representations and
      understandings between the parties are incorporated herein and may be modified
      or altered only by memorandum in writing signed by the parties hereto.


    


    Section
      17.06. Agreement
      Binding on Successor and Assigns.
      The
      covenants, agreements and obligations herein contained shall extend to, bind
      and
      inure to the benefit not only of the parties hereto, but their respective
      personal representatives, heirs, successors and assigns. 

    


    Section
      17.07. Tenant’s
      Compliance with Rules and Regulations.
      Tenant
      agrees to conduct its business and operations so as to comply with the Rules
      and
      Regulations adopted by the Landlord. 

    


     

    IN
      WITNESS WHEREOF, the said parties have hereunto set their hands and seals this
      27th
      day
      of
      September, 2005.

     

    
 

    
      	
              ALTAIR NANOMATERIALS, INC.

              LESSEE

               

               

               

              BY:
                /s/ Edward Dickinson

                   
                Chief Financial Officer

            	
              FLAGSHIP ENTERPRISE CENTER, INC.

              LESSOR

               

               

               

              BY:
                /s/ Arthur L. Patterson

                   
                Arthur L. Patterson, Executive
                Director

            


    

       

      

    


    


    
      
         

      

      
        12

        
          

        

      

      
         

      

    

     

    EXHIBIT
      “A”

    


    FIRST
      FLOOR DIAGRAM - SUITES 114, 115, 116, & 117 AND LABS 2, 3, &4


    


    
      


      


      


      
        
           

        

        
          13

          
            

          

        

        
           

        

      

    

    


    EXHIBIT
      “B”

    


    RENT
      SCHEDULE

    


    


    Subsidized
      Rent / 20% Subsidy

    


    
      	 	
               

              1st
                12
                months

            	
               

              2nd
                12
                months

            	
               

              3rd
                12
                months

            	
               

              4th
                12
                months

            	
               

              5th
                12
                months

            
	
               

              Stipulated
                Fair Market Rent*

            	
               

              $20.00

            	
               

              $21.00

            	
               

              $22.00

            	
               

              $23.00

            	
               

              $24.00

            
	
               

              20%
                Rent Subsidy*

            	
               

              $
                4.00

            	
               

              $
                4.20

            	
               

              $
                4.40

            	
               

              N/A

            	
               

              N/A

            
	
               

              Monthly
                Rent*

            	
               

              $
                16.00

            	
               

              $
                16.80

            	
               

              $
                17.60

            	
               

              $23.00

            	
               

              $24.00

            


    

    


    *Rent
      expressed in annual rental per square foot of Leased Space

    


    


    


    Rent
      Calculation

    


    During
      the first 12 months of this Lease, Tenant shall pay to Landlord, with respect
      to
      each calendar year or fractional calendar year, as the case may be, total rental
      payments in the monthly sum of Seven Thousand Nine Hundred Seven Dollars ($
      7,907), being the sum of: (a) Subsidized Rent of Six Thousand Three Hundred
      Twenty Five Dollars ($ 6,325) [being the product of $ 16.00, the subsidized
      annual rent per square foot, and 4744 square feet, the area of the Leased
      Premises, divided by 12 months]; and (b) common area monthly rent of One
      Thousand Five Hundred Eighty One Dollars ($1,581), representing a surcharge
      of
      twenty-five percent (25%) of the basic monthly rent to cover the Landlord’s cost
      of maintaining and improving the common areas within the building. 

    


    During
      subsequent 12 Month periods of this Lease, by similar calculation, Tenant shall
      pay to Landlord, with respect to each calendar year or fractional calendar
      year,
      as the case may be, total rental payments as follows:

    


    2nd
      12
      Months:       $
      8,302.00 / Month

    


    3rd
      12
      Months:       $
      8,697.00 / Month

    


    4th
      12
      Months        $
      11,366.00 / Month

    


    5th
      12
      Months        $
      11,860.00 / Month

    


    
      
         

      

      
        14

        
          

        

      

      
         

      

    

    EXHIBIT
      “C”

    


    EDA
      FORMS

    


    


     

     

     

     

    
 

    


    
      
         

      

      
        15

        
          

        

      

      
         

      

    

     

    October
      5, 2005

     

    


    Dr.
      David
      Lynch

    ALTAIR
      Nanomaterials, Inc.

    2701
      Enterprise Dr.

    Anderson,
      IN 40613

    


    Dear
      Dave,

    


    This
      letter is to confirm our recent discussions regarding rent covered under the
      proposed client lease agreement effective October 1st
      2005.
      The Flagship Enterprise Center board of directors has now authorized the
      $100,000 rent credit. This credit will appear on your October rent invoice
      and
      will be carried forward each month thereafter, until it has been consumed.
      In
      light of this authorization, please ask Dr. Alan C. Gotcher to sign and return
      three original copies of the lease agreement. I will sign the originals and
      return one set for your records.

    


    Dave,
      I
      think you know how excited wee are to have you as our newest client. The
      Flagship Enterprise Center team looks forward to composing and implementing
      the
      client support program that enables your team to achieve all of its
      goals.

    


    Best
      Regards,

    Flagship
      Enterprise Center

    


    


    Arthur
      L.
      Patterson

    Executive
      Director

    1-765-622-0800
      ph

    1-765-622-0211
      fax

    director@flagshipenterprise.org 

    


    cc: Christine
      S. Dahlgren

    Charles
      E. Staley

    FEC
      Board of Directors

    


     

     

    16