Exhibit 10.1



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                      ALTAIR EXECUTIVE EMPLOYMENT AGREEMENT

             THIS EMPLOYMENT  AGREEMENT (this "Agreement") is entered into as of
November  10,  2004,  by  and  between  Altair  Nanomaterials,   Inc.  a  Nevada
corporation (the "Company"), and Douglas Ellsworth (the "Employee").

                                    RECITALS

             A. The Company is a  wholly-owned  subsidiary of Altair US Holdings
Inc.,  a Nevada  corporation  ("Holdings").  US Holdings  Inc. is a wholly owned
subsidiary  of Altair  Nanotechnologies  Inc. (the  "Parent";  together with the
Company,   Holdings  and  all  consolidated  subsidiaries  of  the  Parent  (the
"Consolidated  Company").  The Company 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, for the eighteen (18) month period beginning
on the date first set forth above,  unless this  Agreement is sooner  terminated
pursuant to the terms of this  Agreement.  In the event this  Agreement  expires
Employee's  employment with the Company will continue beyond such period, but in
such  circumstances  Sections  8, 9 and 10 of this  Agreement  will  continue to
apply, however the remainder of this agreement will not apply.

3.       Duties.  Employee's  duties  shall  include  such  duties  specifically
assigned or delegated to Employee by the Board of Directors of the Company,  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 Company, the
following compensation and benefits:

         4.1 Base Salary. During the initial term of this Agreement, the Company
shall pay  Employee an annual base  salary of One Hundred  Twenty Five  Thousand
Dollars ($125,000.00) per year, ("Base Salary"),  payable in accordance with the
Company's normal payroll practices. Such Base Salary shall be reviewed annually,
and shall be subject to such  annual  increases,  if any, as  determined  by the
Compensation Committee of the Board.

         4.2 Additional  Benefits.  Employee shall be eligible to participate in
the Company's  employee  benefit  plans for  employees,  and in future  employee
benefit  plans if and when any such  plans may be  adopted,  including,  without
limitation, bonus plans, pension or profit sharing plans, incentive stock plans,
and those plans  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 as may be in  effect  from time to
time.

         4.4 Vacation,  Sick Leave, and Holidays.  Beginning on the date hereof,
Employee  shall be entitled to vacation,  sick leave and holidays at full pay in
accordance with the Company's policy.  Employee shall not be paid for any unused
sick leave for which he has been credited.

         4.5  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  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
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         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 7 shall be  effective  as of the later of (i) 15 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

         6.3 Termination By the 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 after the  effective
date of such notice. For purposes of this Agreement,  Good Reason shall mean and
consist of:

             (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 the 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 ninety (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 ninety (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

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             (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.

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

         7.1  Provisions  Applicable  to  All  Terminations.  In the  event  the
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.

         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 or by Employee  without Good Reason pursuant to Section 6.4, 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 or by Employee for Good Reason  pursuant to Section 6.3,
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 and
the  Employees  COBRA  premiums  through the period ending on the nine (9) month
anniversary 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  in any  geographic  area in which the  Consolidated
Company or its affiliates now do business or in which the  Consolidated  Company
does  business as of the effective  date of the  termination  of the  Employee's
employment.  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
Centrifugal  Jig  Business  or the  Nanomaterials  Business,  both of which  are
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.

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                  (a)  For  purpose  of this  Agreement,  the  "Centrifugal  Jig
Business" includes the development, construction, marketing, use or modification
of a device  designed  to  separate  mineral  particles  using  technology  that
combines  standard jig  technology,  including (a) use of a mechanism that keeps
particles in suspension in order to eliminate  interparticle  friction and allow
differential  settling  according to the variation in the net specific gravities
of various particles, and (b) rotation of the jig or jig-like device, the screen
or other  parts of the jig or  jig-like  device in order to subject  the various
mineral particles to centrifugal forces.

                  (b)  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 presently being explored,  considered or developed by the
Consolidated Company, including,  without limitation, the production of titanium
dioxide pigments, the production of titanium metals, the production of lanthanum
based pharmaceutical products or pharmaceutical delivery devices.

         8.3 Nonsolicitation.  Employee hereby agrees that, while he is employed
by the Company  pursuant to this  Agreement,  and,  during a period of 24 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 or the Centrifugal Jig 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

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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,
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.

         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


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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
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 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.
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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 the
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 either Company 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 stock
of the  Parent is  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:

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             (a)      To Employee at:            Douglas Ellsworth
                                                 4310 Wild Eagle Terrace
                                                 Reno, Nevada  89511

             (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 Salt Lake City,  Utah, 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 has caused this Agreement to be
executed by its duly authorized representative.


                                              COMPANY:


                                              ALTAIR NANOMATERIALS INC.
                                              a Nevada corporation


                                       By:    /s/ Alan J. Gotcher
                                              ----------------------------------
                                              Name:  Alan J. Gotcher
                                              Title:    Chief Executive Officer



                                              EMPLOYEE:

                                              /s/ Douglas Ellsworth,
                                              ----------------------------------
                                              Douglas Ellsworth,
                                              an individual




                                       11
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                                    EXHIBIT A

                                PRIOR INVENTIONS

             [None]






                                       12
<PAGE>