Exhibit 10.3

                     ALTAIR EXECUTIVE EMPLOYMENT AGREEMENT

             THIS EMPLOYMENT  AGREEMENT (this "Agreement") is entered into as of
August 16, 2004, by and between Altair Nanomaterials, Inc., a Nevada corporation
(the "Company"),  Altair Nanotechnologies Inc., a Canadian corporation ("Parent"
together with the Company and all  consolidated  subsidiaries of the Parent (the
"Consolidated Company")), and Alan Gotcher ("Employee").

                                    RECITALS

             A. The  Company is a  wholly-owned  subsidiary  of Parent and holds
substantially  all of the  operating  assets of the Parent and its  consolidated
subsidiaries.

             B. The  Company  desires to retain  Employee  as an employee of the
Company subject to the terms and conditions of this Agreement.

             C.  Employee  desires to continue his  employment  with the Company
subject to the terms and conditions of this Agreement.

             NOW,  THEREFORE,  in  consideration  of this  Agreement  and of the
covenants and conditions  contained in this Agreement,  the parties hereto agree
as follows:

1.       Employment; Location. The Company hereby employs Employee, and Employee
hereby  accepts such  employment,  in Washoe County in the State of Nevada or in
such other location as may be mutually agreed between Employee and the Company.

2.       Term. The Company  agrees to employ  Employee,  and Employee  agrees to
accept  employment  with the Company,  during the  following  term,  unless this
Agreement is sooner terminated  pursuant to the terms of this Agreement:  (a) an
initial  period of  two-years  beginning  on the date first set forth  above and
ending on the two-year  anniversary thereof (the "Initial Term"), and (b) at the
option of the Company  given  exercised  by the giving of written  notice at any
time prior to the one-year  anniversary  of the date first set forth  above,  an
additional one-year period beginning on the second anniversary of the date first
set forth above and ending on the third  anniversary of the date first set forth
above (the "Renewal Term"). The Initial Term and, if the Agreement is renewed by
the  Company for the  Renewal  Term,  the  Renewal  Term shall  collectively  be
referred to as the "Term".  If Employee's  employment with the Company continues
beyond the Term, the terms of this Agreement will continue to govern  Employee's
employment with the Company.

3.       Duties.  Employee's  initial title shall be Chief Executive  Officer of
the Parent and of the Company.  Employee's  duties shall  include such duties as
are specifically  assigned or delegated to Employee by the Board of Directors of
the Company  and/or the Board of Directors  of the Parent  (either such Board of
Directors,  the "Board") and such other duties as are typically  performed by an
employee  with the same  position as Employee.  Employee  acknowledges  that the
Board may change,  increase or decrease Employee's title, position and/or duties
from time to time its discretion.  Employee shall diligently  execute his or her
duties and shall devote his full time,  skills and efforts to such duties during
ordinary working hours. Employee shall faithfully adhere to, execute and fulfill
all lawful policies established from time to time by the Company.

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4.       Compensation and Benefits. The Company shall pay Employee, and Employee
accepts as full compensation for all services to be rendered to the Consolidated
Company, the following compensation and benefits:

         4.1 Base  Salary.  During the Term,  the Company  shall pay Employee an
annual base salary of Two Hundred Seventy Five Thousand  Dollars  ($275,000) per
year,  payable in equal  installments  at least  monthly by the last day of each
month or at more frequent  intervals in accordance with the Company's  customary
pay schedule.  During the Term, the base salary of Employee shall not be reduced
below the minimum required by this Section. If Employee's  employment  continues
beyond the  expiration  of the Term,  Employee's  annual base salary shall be as
mutually agreed by the Board and Employee.

         4.2 Stock  Options.  Subject to Employee's  execution of a stock option
agreement in the standard form (as adjusted to reflect this Section 4.2) used by
Parent for its 1998 Stock Option Plan (the  "Plan"),  the Company shall grant as
of the date hereof to Employee an option to purchase up to 300,000 common shares
of Parent ("Common Shares"),  subject to the standard terms of the Plan modified
as  follows.  The  exercise  price of the option  shall be the Market  Price (as
defined  below) of the  Common  Shares on the date  first set forth  above.  The
expiration  date for the option shall be the 10th  anniversary of the date first
set forth above,  subject to  acceleration  as set forth in the Plan. The option
shall vest as follows (a) with respect to 100,000 Common Shares if, and only if,
the Market  Price of the  Common  Shares  equals or  exceeds  $2.50 for at least
fifteen  consecutive  trading days during the first year of the Initial Term (b)
with  respect to 100,000  Common  Shares if, and only if the Market Price of the
Common Shares equals or exceeds $3.50 for at least fifteen  consecutive  trading
days before or during the second year of the Initial Term or (c) with respect to
100,000  Common  Shares if, and only if, the Market  Price of the Common  Shares
equals or exceeds  $4.50 for at least  fifteen  consecutive  trading  days on or
before the third  anniversary of this  Agreement.  In addition,  notwithstanding
anything in the Plan to the contrary,  if Employee's employment is terminated by
the Company without Cause pursuant to Section 6.2 or by Employee for Good Reason
pursuant to Section 6.3, such options shall  continue to vest and continue to be
exercisable until the date which is nine months after the effective date of such
termination. "Market Price" shall mean the closing price of the Common Shares as
reported  by the  principal  United  States  market for the Common  Shares  with
respect to a day such market was open for trading.

         4.3 Bonus.  Employee shall be eligible to receive an annual bonus equal
to up to one-half of  Employee's  base salary as of the last day of the calendar
year to which such bonus relates upon the  achievement of  performance  measures
mutually  agreed to by Employee  and the Board.  Employee  and the Board  shall,
prior to the end of the first month of each  calendar  year,  negotiate  in good
faith with the objective of agreeing  upon  performance  objectives  and related
bonus  amounts for the upcoming  fiscal year. In the event that Employee and the
Board are not able to reach  such a mutual  agreement,  the  amount of any bonus
shall be in the discretion of the Board.

         4.4 Additional Benefits.  Employee shall be eligible to participate in,
and be subject  to, the  Company's  employee  benefit  plans for,  and  policies
governing,  employees,  if and when any such plans and  policies may be adopted,
including, without limitation, vacation and leave policies, bonus plans, pension
or profit sharing  plans,  incentive  stock plans,  and those plans and policies
covering life,  disability,  health, and dental insurance in accordance with the
rules established in the discretion of the Board for individual participation in
any such plans and policies as may be in effect from time to time.

         4.5 Board Seat. The Company shall, subject to any fiduciary duty of the
members of the Board of Directors  of Parent,  use  reasonable  efforts to cause
Employee  to be  appointed  to the  Board  of  Directors  of  Parent  as soon as
practicable.  During the Term, at any time Employee is not a member of the Board
of Directors of Parent,  Employee shall have the right notice of meetings of the

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Board of  Directors  of Parent,  the right to attend any  meetings of the entire
Board of Directors of Parent and the right to receive all materials delivered to
the directors of Parent in connection with such meetings.

         4.6  Deductions.  The  Company  shall have the right to deduct from the
compensation  due to Employee  hereunder  any and all sums  required  for social
security and withholding taxes and for any other federal,  state or local tax or
charge  which  may be  hereafter  enacted  or  required  by law as a  charge  on
compensation of Employee.

5.       Business  Expenses.  The Company shall promptly  reimburse Employee for
all reasonable  out-of-pocket  entertainment  and business expenses he incurs in
fulfilling his duties  hereunder,  in accordance  with the general policy of the
Consolidated  Company  in  effect  from  time to time,  provided  that  Employee
furnishes  to the  Company  adequate  records  and  other  documentary  evidence
required by the general policy of the  Consolidated  Company and all federal and
state statutes and regulations  issued by the appropriate taxing authorities for
the  substantiation  of each such business expense as a deduction on the federal
or state income tax returns of the Company.

6.       Termination of Employee's Employment.
         -------------------------------------

             6.1 Termination of Employment by the Company for Cause.  Employee's
employment  may be  terminated  by the  Company  at any  time for  "Cause."  For
purposes of this Agreement, "Cause" shall include (i) Employee's material breach
of this  Agreement,  which breach cannot be cured or, if capable of being cured,
is not cured  within  fifteen (15) days after  receipt of written  notice of the
need to cure, (ii) any act of theft, embezzlement, conversion or other taking or
misuse of the property or opportunities of the Consolidated  Company,  (iii) any
fraudulent  or criminal  activities,  (iv) any grossly  negligent  or  unethical
activity,  (v) any activity  that causes  substantial  harm to the  Consolidated
Company, its reputation, or to its officers,  directors or employees (including,
without  limitation,  the illegal  possession or  consumption of drugs for which
Employee does not have a valid prescription on Consolidated  Company property or
in the course of  performing  services for the  Consolidated  Company),  or (vi)
habitual  neglect of or deliberate or intentional  refusal to perform his duties
and obligations  under this Agreement.  A  determination  of whether  Employee's
actions justify  termination for Cause and the date on which such termination is
effective  shall be made in good faith by the Board. A termination of Employee's
employment  pursuant to this Section 6.1 shall be effective as of the  effective
date of the  notice  by the  Board to  Employee  that it has  made the  required
determination,  or as of such  subsequent  date, if any, as is specified in such
notice.

         6.2  Termination by the Company  Without  Cause.  Upon not less than 15
day's prior  written  notice,  the Company may terminate  Employee's  employment
under this  Agreement  without  Cause.  A termination  of Employee's  employment
pursuant to this  Section 6.2 shall be  effective as of the later of (i) 14 days
after the effective  date of the notice to Employee that the Company has elected
to terminate his employment  without Cause pursuant to this Section 6.2, or (ii)
as of such subsequent date, if any, as is specified in such notice. A failure by
the Company to renew this  Agreement for the Renewal Term shall not be deemed to
be termination without Cause.

         6.3 Termination By Employee For Good Reason. Employee may terminate his
employment under this Agreement at any time for Good Reason,  provided  Employee
has delivered a written notice to the Board of Directors that briefly  describes
the facts underlying  Employee's  belief that Good Reason exists and the Company
has failed to cure such situation  within 15 days of its receipt of such notice.
For purposes of this Agreement, Good Reason shall mean and consist of:

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<PAGE>

             (a) a material  breach by the  Company  of any of its  obligations,
duties, agreements, representations or warranties under this Agreement; or

             (b) without  Employee's  prior  written  consent,  the  transfer or
relocation  of  Employee's  place of  employment  to any place other than Washoe
County, except for reasonable travel on the business of the Company.

         6.4 Termination by Employee Without Good Reason.  Upon not less than 15
day's prior written notice (which notice shall specify the effective date of the
termination), Employee may terminate his employment under this Agreement by such
notice without Good Reason.

         6.5  Termination  of Employment  by Death.  If Employee dies during the
term of employment,  Employee's  employment shall be terminated  effective as of
the end of the calendar month during which Employee died.

         6.6  Disability.  The  Company or  Employee  may  terminate  Employee's
employment  under this  Agreement if Employee shall become unable to fulfill his
duties  under  this  Agreement  for a period  of 90  days,  as  measured  by the
Consolidated  Company's  usual business  activities,  by reason of any medically
determinable physical and/or mental disability determined in accordance with the
procedure  in this  Section  6.6. If in the opinion of the Company or  Employee,
Employee is disabled for such 90 day period, then the following shall occur:

             (a) the  Company or  Employee  shall  promptly  so notify (by dated
             written  notice) the  insurance  company or carrier  that,  at that
             time,  insures  the  employees  of the  Company  against  long-term
             disability  (the  "Company's  Insurance  Carrier")  and  request  a
             determination  as to whether  Employee is disabled  pursuant to the
             terms of the Company's long-term disability plan or policy; and

             (b) the matter of  Employee's  disability  shall be  resolved,  and
             Employee  and the  Company  shall  abide by the  decision  of,  the
             Company's Insurance Carrier.

A  termination  of Employee's  employment  pursuant to this Section 6.6 shall be
effective ninety (90) days after the date as of which it is determined, pursuant
to this Section 6.6, that Employee was disabled. If Employee is not covered by a
Company-sponsored disability policy on the date that the Company and/or Employee
believe that Employee may have a medically  determinable  physical and/or mental
disability,  the Board shall make the  determination  of whether  Employee has a
medically determinable physical and/or mental disability using the definition of
disability, including applicable court interpretations, used for purposes of the
Americans With Disabilities Act of 1990, as amended.

7.       Effect of Termination of Employee's Employment.
         -----------------------------------------------

         7.1 Provisions Applicable to All Terminations.  In the event Employee's
employment  is terminated  for any reason,  (a) not later than 30 days after the
effective  date of the  termination,  all cash  compensation  described  in this
Agreement that was due through the effective date of the  termination (or in the
case of a  termination  under  Section  6.6,  within  30 days  of the  date  the
Company's Insurance Carrier makes a disability determination), but unpaid, shall
be computed and paid to Employee by the Company; and (b) Employee, or his heirs,
or estate,  as the case may be,  shall  receive all  compensation  and  employee
benefits accrued through the effective date of the termination, and all benefits
provided  through  the  Company's  insurance  plans  pursuant  to the  terms and
conditions of such insurance plans or that the Company is required to provide by
governing law.

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         7.2  Termination  by Company  With Cause or by  Employee  Without  Good
Reason. If Employee's employment is terminated by the Company for Cause pursuant
to Section 6.1, by Employee  without  Good Reason  pursuant to Section 6.4 or by
either the  Company  or  Employee  after the  expiration  of the Term (i.e.  the
Initial Term if the Agreement is not renewed prior to the end of the first year;
the Renewal Term if the Agreement is so renewed),  then in such event,  Employee
shall not be  entitled  to any  compensation  in  addition  to that set forth in
Section 7.1.

         7.3  Termination  by  Company  Without  Cause or by  Employee  for Good
Reason.  If Employee's  employment  is  terminated by the Company  without Cause
pursuant to Section 6.2 prior to the  Expiration  of the Term or by Employee for
Good Reason  pursuant to Section 6.3 prior to the expiration of the Term,  then,
in addition to complying with the requirements of Section 7.1, the Company shall
continue to pay, when due in accordance  with Section 4.1, to or for the benefit
of Employee or, if applicable,  his heirs or estate, as their rights may be, one
hundred percent (100%) of any and all payments of annual base salary through the
period  ending  on the  9-month  of the  effective  date of the  termination  of
Employee's service.

         7.4  Return of Company  Property.  Upon the  termination  or end of the
employment  of Employee  with the  Consolidated  Company or at any time upon the
request of the Company,  Employee shall provide to the Consolidated  Company all
property belonging to the Consolidated Company,  including,  but not limited to,
keys, card passes, credit cards, electronic equipment,  cellular telephones, and
Consolidated Company automobiles.

8.       Covenant Not to Compete
         -----------------------

         8.1 Covenant.  Employee hereby agrees that, while he is employed by the
Consolidated  Company and during a period of 12 months following the termination
of his employment with the Consolidated  Company,  Employee will not directly or
indirectly  compete  (as  defined in Section  8.2 below)  with the  Consolidated
Company or its affiliates  anywhere in the United States. It is the intention of
the Company and  Employee  that this  provision be  interpreted  to only prevent
actual competitive harm to the Consolidated  Company and not otherwise hinder or
restrict  Employee in his efforts to find  continued  employment in his field of
training and expertise.

         8.2  Direct  and  Indirect  Competition.  As used  herein,  the  phrase
"directly or indirectly  compete" shall include owning,  managing,  operating or
controlling, or participating in the ownership, management, operation or control
of,  or being  connected  with or having  any  interest  in,  as a  stockholder,
director,  officer,  employee,  agent,  consultant,   assistant,  advisor,  sole
proprietor, partner or otherwise, any Competing Business (as defined below). For
purposes of this  Agreement,  a  "Competing  Business"  shall be any business or
enterprise  other  than  the  Consolidated   Company  that  is  engaged  in  the
Nanomaterials Business (as defined below). This prohibition,  however, shall not
apply to  ownership  of less  than  five  percent  (5%) of the  voting  stock in
companies  whose  stock is traded on a national  securities  exchange  or in the
over-the-counter  market.  For  purposes of this  Agreement  the  "Nanomaterials
Business" means the development, marketing, use, modification or exploitation of
any technology or process for the production of pigments, metals,  nanomaterials
or other  materials from titanium  containing  ores and other feed materials for
use  in  any  application  being  explored,   considered  or  developed  by  the
Consolidated  Company at any time while  Employee is employed  with the Company,
including,  without limitation, the production of titanium dioxide pigments, the
production of titanium  metals,  the  production of  pharmaceutical  products or
pharmaceutical delivery devices.

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The Company and the  Consolidated  Company  acknowledge  that Employee owns more
than 5% and has a working relationship with the following non-public  Companies:
Alan  Gotcher & Company  Inc.,  Assure  Systems  Inc.,  Idea  Springs  LLC,  and
InDelible   Technologies,   Inc.,  "Gotcher  Entities".   The  Company  and  the
Consolidated  Company  recognize and  acknowledge  Employee's  involvement  as a
passive investor in the Gotcher Entities.

         8.3 Nonsolicitation.  Employee hereby agrees that, while he is employed
by the Company  pursuant to this  Agreement,  and,  during a period of 12 months
following  the  termination  of his  employment  with the Company,  he will not,
directly or  indirectly,  through an affiliate or otherwise,  for his account or
the account of any other person, (a) solicit business  substantially  similar to
the Nanomaterials Business from any person that at the time of termination is or
was a customer of a Consolidated Company, whether or not he had personal contact
with such person during and by reason of employment with a Consolidated Company;
(ii) in any manner  induce or attempt to induce any  employee of a  Consolidated
Company to terminate his or her employment with a Consolidated Company; or (iii)
materially and adversely interfere with the relationship  between a Consolidated
Company and any employee,  contractor,  supplier,  customer or  shareholder of a
Consolidated Company.

         8.4 Enforceability.  If any of the provisions of this Section 8 is held
unenforceable,  the remaining  provisions shall nevertheless remain enforceable,
and the court making such  determination  shall modify,  among other things, the
scope,   duration,   or  geographic   area  of  this  Section  to  preserve  the
enforceability  hereof to the maximum extent then permitted by law. In addition,
the  enforceability  of this Section is also subject to the injunctive and other
equitable powers of a court as described in Section 12 below.

         8.5 Jurisdiction.  For the sole purpose of enforcement of the Company's
rights  under this  Section 8, the  Company  and  Employee  intend to and hereby
confer jurisdiction to enforce the restrictions set forth in this Section 8 (the
"Restrictions")  upon the courts of any  jurisdiction  within  the  geographical
scope  of  the  Restrictions.  If  the  courts  of  any  one  or  more  of  such
jurisdictions  hold the  Restrictions  unenforceable by reason of the breadth of
such scope or  otherwise,  it is the  intention of the Company and Employee that
such determination not bar or in any way affect any Consolidated Company' rights
to the relief provided above in the courts of any other jurisdiction  within the
geographical scope of the Restrictions, as to breaches of such covenants in such
other  respective   jurisdictions,   such  covenants  as  they  relate  to  each
jurisdiction  being,  for this purpose,  severable into diverse and  independent
covenants. In the event of any litigation between the parties under this Section
8, the court shall award reasonable attorneys fees to the prevailing party.

9.       Confidential Information
         ------------------------

         9.1  Definition.  The term  "Confidential  Information"  shall mean and
include any information,  including a formula,  pattern,  compilation,  program,
source code, device, method, technique, or process, that (i) derives independent
economic value, actual or potential,  from not being generally known to, and not
being  readily  ascertainable  by proper means by, other  persons who can obtain
economic  value  from its  disclosure  or use,  and (ii) that is the  subject of
efforts  that are  reasonable  under the  circumstance  to maintain its secrecy.
Information that may be included in Confidential Information includes matters of
a technical nature (including know-how, computer programs, software, patented as
unpatented  technology,  source-code,  accounting  methods,  and documentation),
matters of a business nature (such as information  about contract forms,  costs,
profits,  employees,  promotional methods,  markets,  market or marketing plans,
sales,  and  client  accounts),  plans for  further  development,  and any other
information meeting the definition of Confidential  Information set forth above.
Confidential  Information  includes all proprietary  information and know-how of
the  Consolidated  Company,  whether or not  patented,  related to the function,

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development,  use,  marketing,  operation or  modification of any process owned,
developed or purchased by the Consolidated  Company related to the production of
pigments, metals, nanomaterials or other materials from titanium containing ores
and other feed materials for use in any  application  presently  being explored,
considered  or  developed  by  the  Consolidated  Company,  including,   without
limitation,  the  production of titanium  dioxide  pigments,  the  production of
titanium metals and the production of pharmaceutical  products or pharmaceutical
delivery devices. Confidential information may also include any such information
developed  by Employee  for the  Consolidated  Company  while an employee of the
Consolidated   Company.   "Confidential   Information"   does  not  include  (i)
information that is in the public domain at the time the information is acquired
by Employee,  or (ii)  information  that later becomes  public through no act or
omission of Employee or other person subject to a duty to keep such  information
confidential.

         9.2  Nondisclosure  and Non-Use of Confidential  Information.  Employee
agrees that all files,  records  (including  electronic  or  digitals  records),
documents,  and the like  relating  to such  Confidential  Information,  whether
prepared  by him or  otherwise  coming  into his  possession,  shall  remain the
exclusive  property of the Consolidated  Company,  and Employee hereby agrees to
promptly disclose such Confidential Information to the Consolidated Company upon
request and hereby assigns to the  Consolidated  Company any rights which he may
acquire in any Confidential Information. Employee further agrees not to disclose
or use any Confidential Information,  and to use his best efforts to prevent the
disclosure or use of any Confidential  Information either during the term of his
employment or consultancy or at any time thereafter,  except as may be necessary
in the  ordinary  course of  performing  his duties under this  Agreement.  Upon
termination  of  Employee's  employment  or  consultancy  with the  Consolidated
Company for any reason,  Employee  shall  promptly  deliver to the  Consolidated
Company all materials,  documents,  data, equipment, and other physical property
of any nature  containing  or pertaining to any  Confidential  Information,  and
Employee  shall  not take  from the  Consolidated  Company's  premises  any such
material or equipment or any reproduction thereof without the written consent of
the Consolidated Company.


10.      Inventions
         ----------

         10.1  Disclosure  of  Inventions.  Employee  hereby  agrees  that if he
conceives,  learns, makes or first reduces to practice,  either alone or jointly
with  others,  any  "Employment  Invention"  (as defined in Section  10.3 below)
during his employment by the Consolidated Company, either as an employee or as a
consultant,   he  will  promptly  disclose  such  Employment  Invention  to  the
Consolidated Company or to any person designated by it.

The Company and the  Consolidated  Company  acknowledge  that Employee owns more
than 5% and has a working relationship with the following non-public  Companies:
Alan  Gotcher & Company  Inc.,  Assure  Systems  Inc.,  Idea  Springs  LLC,  and
InDelible   Technologies,   Inc.,  "Gotcher  Entities".   The  Company  and  the
Consolidated  Company  recognize and  acknowledge  Employee's  involvement  as a
passive investor in the Gotcher Entities.

         10.2  Ownership,  Assignment,  Assistance,  and Power of Attorney.  All
Employment  Inventions  (as defined in Section 10.3 below) shall be the sole and
exclusive  property of the Consolidated  Company,  and the Consolidated  Company
shall  have the  right to use and to apply  for  patents,  copyrights,  or other
statutory  or  common  law  protection  for such  Employment  Inventions  in any
country. Employee hereby assigns to the Consolidated Company any rights which he
may  acquire in such  Employment  Inventions.  Furthermore,  Employee  agrees to
assist  the  Consolidated  Company  in  every  proper  way at  the  Consolidated
Company's expense to obtain patents,  copyrights, and other statutory common law

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protections  for such  Employment  Inventions in any country and to enforce such
rights from time to time. Specifically, Employee agrees to execute all documents
as the Consolidated  Company may desire for use in applying for and in obtaining
or  enforcing  such  patents,  copyrights,  and other  statutory  or common  law
protections together with any assignments thereof to the Consolidated Company or
to any person  designated  by the  Company.  Employee's  obligations  under this
Section 10 shall continue  beyond the  termination of his employment  under this
Agreement,  but the  Consolidated  Company shall  compensate  Employee at a rate
agreed upon by Employee and the Consolidated Company pursuant to negotiations in
good faith after such termination for the time which Employee actually spends at
the Consolidated Company's request in rendering such assistance.

         10.3 Employment  Inventions.  The definition of Employment Invention as
used in this Section 10 is as follows:

             "Employment   Invention"   means  any  invention  or  part  thereof
             conceived,  developed,  reduced  to  practice,  or  created  by  an
             employee which is:

                      (a) conceived,  developed, reduced to practice, or created
              by the employee:

                              (i) within the scope of his employment;

                              (ii) on his employer's time; or

                              (iii) with the aid,  assistance,  or use of any of
                      his employer's property, equipment,  facilities, supplies,
                      resources, or intellectual property;

                      (b) the result of any work, services,  or duties performed
             by an employee for his employer;

                      (c) related to the industry or trade of the employer; or

                      (d)  related to the  current or  demonstrably  anticipated
             business, research, or development of the employer.

             10.4 Exclusion of Prior Inventions.  Exhibit A attached hereto is a
complete  list by Employee  of all  inventions  which  Employee  has  conceived,
learned, made or first reduced to practice, either alone or jointly with others,
prior to or during  his  employment  with the  Company  and which he  desires to
exclude from the operation of this  Agreement.  If no  inventions  are listed on
this Exhibit A, Employee  represents  that he has made no such inventions at the
time of signing this Agreement. The Company hereby acknowledges and agrees that,
for all purposes of this Agreement,  none of the inventions  listed on Exhibit A
shall be treated as Employment Inventions hereunder.

             10.5  Inventions of Third  Parties.  Employee shall not disclose to
the Consolidated  Company,  use in the course of his employment,  or incorporate
into the  Consolidated  Company's  products or  processes  any  confidential  or
proprietary  information or inventions that belong to a third party,  unless the
Consolidated Company has received authorization from such third party.

11.      No Conflicts.  Employee  hereby  represents that his performance of all
the terms of this  Agreement and his work as an employee of the Company does not
breach any oral or written  agreement  which he has made prior to his employment
with the Company.

                                       8
<PAGE>

12.      Equitable Remedies. Employee acknowledges and agrees that the breach or
threatened  breach by him of certain  provisions  of this  Agreement,  including
without limitation  Sections 8, 9, and 10 above, would cause irreparable harm to
the Consolidated Company for which damages at law would be an inadequate remedy.
Accordingly,  Employee hereby agrees that in any such instance the Company shall
be entitled to seek (without prior mediation or arbitration) injunctive or other
equitable  relief in any state or federal  court  within or without the State of
Nevada in addition  to any other  remedy to which it may be  entitled.  Employee
hereby submits to the  jurisdiction of any courts within the City of Reno in the
State of Nevada and agrees not to assert such venue is inconvenient.

13.      Assignment.  This  Agreement  is for the unique  personal  services  of
Employee  and is not  assignable  or  delegable  in whole or in part by Employee
without  the  consent  of the  Board.  This  Agreement  may not be  assigned  or
delegated  in whole or in part by the Company  without  the  written  consent of
Employee;  provided,  however,  this  Agreement  may be  assigned by the Company
without Employee's prior written consent if such assignment is made to an entity
acquiring substantially all of the business or assets of the Company.

14.      Waiver or Modification.  Any waiver, modification,  or amendment of any
provision of this Agreement  shall be effective only if in writing in a document
that  specifically  refers to this  Agreement and such document is signed by the
parties hereto.

15.      Entire  Agreement.  This  Agreement  constitutes  the full and complete
understanding  and  agreement of the parties  hereto with respect to the subject
matter covered  herein and  supersedes all prior oral or written  understandings
and agreements with respect thereto.

16.      Severability.  If any  provision  of  this  Agreement  is  found  to be
unenforceable  by a court of competent  jurisdiction,  the remaining  provisions
shall nevertheless remain in full force and effect.

17.      Attorneys' Fees. Should any Company,  Parent or Employee default in any
of the covenants  contained in this  Agreement,  or in the event a dispute shall
arise  as to the  meaning  of any  term of this  Agreement,  the  defaulting  or
nonprevailing  party  shall  pay all costs and  expenses,  including  reasonable
attorneys'  fees,  that may  arise or  accrue  from  enforcing  this  Agreement,
securing an  interpretation  of any provision of this Agreement,  or in pursuing
any  remedy  provided  by  applicable  law  whether  such  remedy is  pursued or
interpretation is sought by the filing of a lawsuit, an appeal, or otherwise.

18.      Confidentiality.  Each of the  parties  acknowledges  that  the  Common
Shares are registered under the Securities Exchange Act of 1934, as amended, and
a result,  the Company may be required to, and hereby has authorization to, file
this  Agreement  or any  amendment  hereto  with  the  Securities  and  Exchange
Commission without requesting confidential treatment for any portion hereof.

19. Notices.  Any notice required hereunder to be given by either party shall be
in writing and shall be delivered  personally or sent by certified or registered
mail,  postage  prepaid,  or by private  courier,  with written  verification of
delivery, or by facsimile or other electronic transmission to the other party to
the  address or  facsimile  number set forth  below or to such other  address or
facsimile  number as either party may designate  from time to time  according to
this  provision.  A notice  delivered  personally  or by facsimile or electronic
transmission  shall be effective upon receipt.  A notice delivered by mail or by
private courier shall be effective on the third day after the day of mailing:

                                       9
<PAGE>

             (a)      To Employee at:           Alan J. Gotcher
                                                930 Tahoe Blvd., Suite 802
                                                Incline Village, NV 89451
                                                Facsimile No: (775) 833 0938


             (b)      To the Company at:        Altair Nanotechnologies Inc.
                                                204 Edison Way
                                                Reno, Nevada   89502
                                                Facsimile No: (775) 856-1619

20.      Disputes; Governing Law; Arbitration.
         -------------------------------------

             (a) Except as provided in Section  12, any dispute  concerning  the
interpretation  or  construction  of this Agreement or his employment or service
with Company, shall be resolved by confidential mediation or binding arbitration
in Reno,  Nevada.  The parties  shall  first  attempt  mediation  with a neutral
mediator  agreed upon by the parties.  If mediation  is  unsuccessful  or if the
parties are unable to agree upon a mediator,  the dispute  shall be submitted to
arbitration pursuant to the procedures of the American  Arbitration  Association
("AAA")  or  other  procedures  agreed  to  by  the  parties.   All  arbitration
proceedings shall be conducted by a neutral  arbitrator  mutually agreed upon by
the parties from a list provided by AAA. The decision of the arbitrator shall be
final and binding on all parties.  The costs of mediation and arbitration  shall
be borne equally by the parties.

             (b)  This  Agreement  shall be  construed  in  accordance  with and
governed by the  statutes  and common law of the State of Nevada.  To the extent
this Agreement  expressly  permits any dispute to be resolved other than through
arbitration or mediation,  the exclusive  venue for any such action shall be the
state and federal  courts located in Reno,  Nevada,  and the parties each hereby
submit to the jurisdiction of such courts for purposes of this Agreement.

21.  Counterparts;  Facsimile.  This  Agreement  may  be  executed  in  multiple
counterparts,  all of which  taken  together  shall form a single  Agreement.  A
facsimile copy of this Agreement or any counterpart thereto shall be valid as an
original.

               [intentionally left blank; signature page follows]


                                       10
<PAGE>





             IN WITNESS  WHEREOF,  Employee  has signed  this  Altair  Executive
Employment  Agreement  personally  and the  Company  and Parent have caused this
Agreement to be executed by their duly authorized representatives.


                                            COMPANY:


                                            ALTAIR NANOMATERIALS, INC.
                                            a Nevada corporation


                                            By:  _______________________________

                                            Name:  _____________________________

                                            Title:  ____________________________



                                            PARENT:

                                            ALTAIR NANOTECHNOLOGIES INC.
                                            a Canadian corporation


                                            By:  _______________________________

                                            Name:  _____________________________

                                            Title:  ____________________________




                                             EMPLOYEE:

                                             /s/ Alan J. Gotcher
                                             -----------------------------------
                                             Alan J. Gotcher
                                             An individual




                                       11
<PAGE>



                                    EXHIBIT A

                         PRIOR INVENTIONS AND TRADEMARKS


1.       "The S/Mark(R) Message Code System"

2.       Low Cost theft detection  products  comprising  information  based two-
         dimensional bar codes with a passive tag, alarm activation system.

3.       Invisible ink,  non-visible  transfer tape printing,  human and machine
         readable marking and imaging product technology systems.

4.       Woven label product that  incorporate  invisible,  two  dimensional bar
         codes which contains the S/Mark (R) Message Code system.

5.       Invisible Inkjet printing ink

6.       InGeniusTM Invisible Ink Bar Code Reading Systems

7.       The Secure Logistic CompanySM

8.       InDelibleTM



                                       12