EXHIBIT
      10.1














**SUBCONTRACT
      #RF-07-SHGR-013**


**Solar-Powered
      Thermo-Chemical Production of Hydrogen {SHGR**


**and
      Photoelectrochemistry (PEC)**








**Between**





**THE
      UNLV RESEARCH FOUNDATION**


**8311
      W. Sunset Road, Suite 200**


**Las
      Vegas, NV 89113**





**And**





**Altairnano
      Technologies, Inc.**


**204
      Edison Way**


**Reno,
      NV 89502**





This
      AGREEMENT, which will be known as SUBCONTRACT #RF-07-SHGR-013, is by and
      between the UNLV
      Research Foundation, hereinafter referred to as UNLVRF, and Altairnano
      Technologies, Inc., hereinafter referred to as SUBCONTRACTOR.





**WITNESSETH
      THAT**





WHEREAS,
      UNLVRF has been awarded Grant Number DE-FG36-03GO13062 from the U.S. Department
      of Energy (DOE) for a project entitled "High Efficiency Generation of Hydrogen
      Fuels Using Solar Thermo-Chemical Splitting of Water (SHGR)"; and





WHEREAS,
      SUBCONTRACTOR was proposed and has been approved for subcontracted effort under
      the above referenced Grant;





NOW,
      THEREFORE, in consideration of the mutual covenants herein provided, the parties
      do agree as
      follows:








**ARTICLE
      1. SCOPE OF WORK**





SUBCONTRACTOR
      agrees to perform the work described in **APPENDIX
      A, SCOPE OF WORK,** incorporated
      herewith into this agreement. SUBCONTRACTOR shall neither assign, transfer,
      nor
      delegate any rights, obligations or duties under this Subcontract without prior
      written consent of UNLVRF. UNLVRF may withhold consent for any
      reason.












*UNLV
      Research* *Foundation*


Universiry
      of Nevada, Las Vegas • 4505 Maryland Parkway • Box 452036 • Las Vegas, Nevada
      89154-2036


(702)
      895.2833 • Fax: (702) 895-3877








**ARTICLE
      2. KEY PERSONNEL**





UNLVRF:


Point
      of
      Contact  Loni
      Benard, Contract Officer UNLV Research Foundation 8311
      W.
      Sunset Road, Suite 200 Las
      Vegas, Nevada 89113 (702) 871-6786


Joni.benard@unlv.edu


SUBCONTRACTOR:


Technical Mr.
      Bruce
      Sabacky, Chief Technical Officer


Altairnano Technologies, Inc.


204
      Edison Way


Reno,
      NV
      89502


775-858-3766


bsabacky@altarinc.com





Contractual Mr.
      Ed
      Dickinson, Chief Financial Officer


Altairnano
      Technologies, Inc.


204
      Edison Way


Reno,
      NV
      89502


775-858-3750


edickinson@altairnano.com








**ARTICLE
      3. PERIOD OF PERFORMANCE**




This
      Subcontract shall be effective for the period January 12, 2007, through December
      31, 2007, unless extended by mutual agreement of the parties through an
      amendment to this Subcontract. Any requests for a no-cost extension should
      be
      addressed to and received by the UNLVRF Contractual Contact, as shown in Article
      2, not less than ninety (90) days prior to the desired effective date of the
      requested change.





**ARTICLE
      4. CONSIDERATION AND PAYMENT**




The
      total
      amount to perform the work identified in **APPENDIX
      A, SCOPE OF WORK** is
      $455,450. The provisions of Grant DE-FG36-03GO13062 require cost-sharing by
      the
      grantee. Therefore, UNLVRF will reimburse SUBCONTRACTOR for costs incurred
      in an
      amount not to exceed $356,500. SUBCONTRACTOR will cost-share the balance of
      estimated total project costs in an amount equaling at least $98,950 (refer
      to **ARTICLE
      6, COST-SHARING CONTRIBUTIONS).**





There
      is
      a possibility that Congress will request a percentage of awarded contracts/
      grants/cooperative agreements be deobligated, if required, to fund other
      projects. If the Government notifies UNLVRF that they are decreasing and
      deobligating the prime award DE-FG36-036013062, this Subcontract will be
      modified to reduce the award and obligation by the same percentage. The scope
      of
      work will then be revised, as required.




**APPENDIX
      B, BUDGET DETAIL,** provides
      a detailed budget by Object Class Categories.




PaymentMethod. UNLVRF
      shall reimburse SUBCONTRACTOR for incurred allowable expenses not more often
      than monthly. SUBCONTRACTOR's standard invoice, itemizing each task identified
      in **APPENDIX
      A, SCOPE OF WORK,** must
      be
      submitted when requesting payment.


Page
          2 of
          14


SUBCONTRACTOR'S
      invoice must include Subcontract number,. current and cumulative costs, and
      a Certification as. to its truth and accuracy. Payment requests that do not follow
      the above guidelines shall be returned
      to the SUBCONTRACTOR,
      Payments will be made
      within thirty (30)
      days
      of receipt
      of payment requests. Payment requests and/or any questions concerning payments
      -should be directed to:





Elizabeth
      Dickson, Chief Financial Officer


UNLV
      Research Foundation


8311
      W,
      Sunset Road, Suite 200


Las
      Vegas, Nevada 89113


(702)
      253-9377


elizabeth.dickson@univ.edu





**ARTICLE
      6. COST-SHARING CONTRIBUTIONS**




SUBCONTRACTOR
      shall share in allowable and allocable costs resulting from the work performed
      under this Subcontract. All cost sharing, including cash and third party in-kind
      contributions, must be verifiable with the SUBCONTRACTOR'S records. Special
      terms and conditions applicable to cost sharing can be found at 10 CFR 600.224.
      Any cost sharing s)hall defray only the allowable costs of the project in
      accordance with the statutes, regulations, applicable cost principles, and
      other
      terms and condition cited herein. UNLVRF shall not share any costs above and
      beyond the amounts obligated in this Subcontract.





**ARTICLE
      7. FORCE MAJEURE**




Neither
      party shall be responsible to the other for failure to perform any of the
      obligations imposed by this Subcontract, provided such failure shall be
      occasioned by fire, flood, explosion, lightning, windstorm, earthquake,.
      subsidence of soil, failure or destruction, in whole or in part, of machinery
      or
      equipment. or failure of supply of materials, discontinuity in the -Supply
      of
      power, government interference, civil commotion, riot, war, strikes, labor
      disturbance, transportation difficulties, labor shortage or any cause beyond
      its
      reasonable control.





**ARTICLE
      8. ENTIRE AGREEMENT**




This
      Subcontract, together with all attachments, exhibits and other appendixes
      hereto, constitutes the entire agreement between the parties and supersedes
      all
      previous agreements with respect to the subject matter hereof.





IN
      WITNESSETH THEREOF




The
      parties have executed this SUBCONTRACT #RF-07-SHGR-013:





**Altaimano
      Technologies, Inc.**


By:
              /s/
                  Edward Dickenson
              Date:
              March
                  4, 2007Name:
                  Edward DickensonTitle:
                  Chief Financial Officer**THE
                  UNLV RESEARCH FOUNDATION**By:
              /s/
                  Wilbur "Bud" Pittinger
              Date:
              March
                  6, 2007Wilbur
                  "Bud" Pittinger, Executive Director


Page
          3 of
          14


**APPENDIX
      A**


**UNLVRF
      Subcontract #RF-07-SHGR-013**


**Altairnano
      Technologies, Inc.**


**Scope
      of Work**








**A.**  **PROJECT
      OBJECTIVES**





The
      primary project objective is to develop thin film metal oxide photoanode
      material useful for photoelectrochemical (PEC) production of hydrogen Once
      the
      metal oxide composition is identified and a thin film anode developed, it can
      be
      used to produce hydrogen directly from water in stand-alone tandem cells or
      multi-junction hybrid photoelectrochemical 1 photovoltaic cells using sunlight
      as the energy source.





The
      primary objective is sub-divided into 3 parts:





·
            Identify
                a suitable metal oxide composition for the photoanode. No metal oxide
                material suitable to the task is yet identified. (Tasks 1.2 and
                1.3)





·
            Optimize
                the photochemical efficiency of the metal oxide by varying chemical
                composition, crystallite morphology, and thin film thickness. (Tasks
                1.3
                and 1.4)





·
            And
                finally, develop synthesis methods and deposition techniques that
                are
                efficient, practical, and economically feasible for cost competitive
                large
                scale hydrogen production. (Tasks 2 and
                3)








**B.**  **PROJECT
      SCOPE**





It
      has
      been deemed of interest to develop high-efficiency, low-cost,
      photoelectrochemical (PEC) systems to produce hydrogen from water using sunlight
      as the energy source. The main thrust of this work has been to develop
      integrated tandem photoelectrodes or stand-alone multi-junction hybrid
      photoelectrochemical 1 photovoltaic cells comprised of low-cost semiconducting,
      catalytic thin films of various metal oxides. Numerous approaches involving
      a
      variety of materials and methods have been explored, but none to date have
      successfully met both the efficiency and stability criteria. The high voltage
      required to dissociate water (1.23 V), and the corrosiveness of aqueous
      electrolytes have been the major technical hurdles.





Candidate
      materials need to be active electrocatalysts that utilize the shorter
      wavelengths of the solar spectrum and are stable in corrosive aqueous
      electrolytes. They must be efficient, practical, and economically feasible
      in
      that they are produced from inexpensive precoursor materials, and can be
      deposited easily on low cost substrates. Their stability must be demonstrated
      in
      aqueous electrolytes for the duration of the anticipated lifetime of the
      product. Front photoanode coatings must also be deposited thin enough to allow
      the longer wavelengths to pass through to a back cell thereby generating
      electric current to drive the hydrogen and oxygen evolution reactions at the
      respective electrodes.


Page
          4 of
          14


**C.**  **TASKS
      TO BE PERFORMED**





**Task
      1.3 Implementation of Low Temperature Plasma-Enhanced Chemical Vapor Deposition
      (PECVD) Process**





Based
      on
      trial depositions of iron oxide thin films by PECVD and the ease with which
      the
      desired depositions were achieved demonstrated the process will allow for more
      consistent and efficient thin film depositions. Altair will implement this
      process for the fabrication of selected metal oxide and chalcopyrite thin film
      electrodes in collaboration with UNLV. UCSB, NREL and UH.





Once
      the
      PECVD process is optimized, Altairnano will produce doped Fe 2 0 3 films at
      low temperature for round-robin electrode testing. Altairnano will determine
      the
      optimal iron, indium, gallium, silicon, and titanium 'dopant' precursors
      suitable for producing films by the low temperature PECVD process. Selected
      films will undergo characterization and testing established by the standardized
      round-robin testing methods





**Subtask
      1.3.2 Fabrication of Doped Iron Oxide (Fe** **2** **0** **3** **)
      Electrodes by Ultrasonic Spray Pyrolysis (USP)**





Altairnano
      will continue to use the existing ultrasonic sonic spray pyrolysis equipment
      to
      deposit Fe 2 0 3 films on
      conducting substrates. The process will be used to evaluate the effects of
      gallium, silicon, titanium, indium and various other 'dopants' on
      photoelectrochemical performance of thin film electrodes. Films produced by
      USP
      will also be used to optimize the characterization and testing procedures for
      round-robin testing of metal oxide electrodes. Altairnano will collaborate
      as
      appropriate with UCSB in synthesis techniques for iron-based thin film
      compounds.





**Task
      1.4 Characterization and Photoelectrochemical (PEC) Testing of Metal Oxide
      Thin
      Film Electrodes**





Altairnano
      will establish standardized characterization and photoelectrochemical
      measurement techniques
      to help initiate round-robin standardized testing of PEC materials and devices
      produced by HNEI,
      NREL, UC Santa Barbara, and Altairnano.





**Subtask
      1.4.1 Thin Film Microstructure Characterization**





Characterizations
      performed at Altairnano will include X-ray diffraction (XRD) for determining
      phase purity, variable angle spectroscopic ellipsometry (VASE) for measuring
      optical properties, and scanning electron microscopy (SEM) for examining the
      surface morphology. Characterizations will be performed on sample materials
      provided by both Altairnano (Fe 2 0 3 )
      and
      other metal oxides synthesized by SHGR-PEC participants.





**Subtasks
      1.4.3 and 1.4.4 Thin Film Opto-electronic and Photoelectrochemical
      Testing**





The
      photochemical properties of electrodes will be determined using Altairnano's
      Solar Simulator PEC I-V
      curve measurement system and Spectral Response/Quantum Efficiency measurement
      system. Altairnano will fabricate and validate a new sample mount for the I-V
      and Quantum efficiency measurements. New counter/reference electrode
      combinations electrode will be validated for different electrolyte media. Once
      the improvements to the measurement systems are completed Altairnano will
      establish photoelectrochemical test protocols for round-robin testing of films
      provided by SHGR-PEC participants.


Page
          5 of
          14


Altairnano
      will continue to make design improvements to the sample mount and test cell
      for
      the I-V and Quantum efficiency measurements. Altairnano will validate
      counter/reference electrode combinations electrode for different electrolyte
      media. Once the improvements to the measurement systems are completed Altairnano
      will establish standards for simulated sunlight and develop new electrochemical
      interface characterization protocols for round-robin testing.





**Task
      5 Project Management and Reporting**





Dr.
      Vesco
      Manev, Principle Scientist, at Altairnano will act as Principle Investigator
      for
      the project, directing the electrochemical testing of electrodes. Altairnano
      Research Scientist, Dr. Bruce Sabacky, Chief Technology Officer for Altairnano,
      will maintain oversight of the project. Altairnano principle team member's
      curriculum vitae are attached at the end of this document.





Altairnano
      will submit quarterly progress reports, a final financial, and a final
      Scientific/Technical reports for all tasks, in accordance with the Federal
      Assistance Reporting Checklist, following the instructions included
      therein.





**Dr.
      Veselin Manev - Principle Investigator**


Dr.
      Manev
      joined Altair Nanotechnologies, Inc. about 8 months ago as Principal Scientist
      in Altairnano's R&D facility based in Reno, NV. He has over 27 years
      experience in the field of lithium cells, lithium ion batteries and
      electrochemical sensors. He has a B.S. and a M.S. in Physics from Sofia
      University and a PhD in electrochemistry from the Bulgarian Academy of Sciences.
      He is a former professor from the Bulgarian Academy of Science and was head
      of
      it's Lithium Battery Department for nearly 10 years. Vesco was also manager
      of
      two projects for research and development of electrochemical cells for
      measurement of moisture and oxygen in gas media. These investigations have
      resulted in a development of electrochemical sensors and respectively in the
      production of commercial electrochemical gas analyzers for measurement of
      moisture and trace oxygen in inert, dry and reducing atmospheres. In 1995 he
      joined the Lithium Division of FMC Corporation spending 4 years leading FMC's
      projects in development of LiMn 2 O 4 spinel
      compounds used as positive electrodes in lithium ion batteries. He served 6
      years with Delphi Corporation as a Research Engineer and Staff Research Engineer
      in Delphi's lithium polymer battery development program. He has published over
      90 papers and was author of more than 40 Patents, seven of them in the field
      of
      electrochemical sensors. He has presented numerous invited lectures at
      international meetings and conferences. His work in the field of applied
      electrochemistry has been recognized internationally. He was a member of the
      Scientific Committee of the 9 International Meeting on Lithium Batteries (9
      IMLB), Edinburgh, Scotland, July 12-17, 1998, Member of Scientific Committee
      and
      Session Chairman of 8 International Meeting on Lithium Batteries (8 IMLB) held
      in Nagoya, Japan June 16-21 1996, Member of Scientific Committee of the 7
      International Meeting on Lithium Batteries (7 IMLB) Boston, Massachusetts,
      May
      15-20, 1994, Member of Organizing Committee and Session Chairman of Tianjin
      International Power Sources Symposium held in Tianjin, China, September 22-26,
      1992 and Member of the editorial board of the scientific journal "Progress
      in
      Batteries & Battery Materials" published by ITE-JEC Press Inc, printed in
      Japan.





**Dr.
      Bruce Sabacky. - Vice President, Chief Technology Officer**


Previously,
      Dr. Sabacky was Manager, Process Development for BHP Minerals' Center for
      Minerals Technology in Reno, Nevada. Dr. Sabacky began work at BHP Minerals
      as a
      principal process engineer. Dr. Sabacky received his B.S. and M,S. degrees
      in
      metallurgical engineering from South Dakota School of Mines and Technology
      in
      Rapid City and his Ph. D. in materials science and mineral engineering from
      the
      University of California, Berkeley. Dr. Sabacky has worked as a metallurgical
      engineer at AMAX Extractive Research Laboratory, and he was the manager of
      engineering at Bandgap Technology Corp.


Page
          6 of
          14


**APPENDIX
      B**


**UNLVRF
      Subcontract #RF-07-SHGR-013**


**Altairnano
      Technologies, Inc.**


**Budget
      Detail**





**Object
                Class Category**
            **Total
                Budget****Personnel**Federal
            90,404Cost
                Share
            25,093**Total
                Personnel**
            **115,497**-**Fringe**Federal
            34,173Cost
                Share
            9,485**Total
                Fringe**
            **43,658****Travel**Federal
            4,853Cost
                Share
            1,347**Total
                Travel**
            **6,200****Equipment**Federal
            25,126Cost
                Share
            6,974**Total
                Equipment**
            **32,100****Total
                Supplies**Federal
            14,909Cost
                Share
            4,138**Total
                Supplies**
            **19,047****Other
                Direct Costs**Federal
            0Cost
                Share
            0Total
                Other Direct Costs
            0**Direct
                Costs**Federal
            169,465Cost
                Share
            47,037**Total
                Direct Costs**
            **216,502****Indirect
                Costs**Federal
            187,035Cost
                Share
            51,913**Total
                Indirect Costs**
            **238,948****Total
                Cost**Federal
            356,500Cost
                Share
            98,950**TOTAL
                COST**
            **455,450**





Page
          7 of
          14


**APPENDIX
      C**





**UNLVRF
      Subcontract #RF-07-SHGR-013**


**Altairnano**  **Technologies,
      Inc.**





**Reporting
      Requirements**





**Reporting
                Requirement**
            **Frequency**
            **No.
                of Copies****Management
                Reporting****1.****Technical/Budget
                Accomplishment Report**1
            **Quarterly**
            **1****2.****Special
                Status Report****2**
            **As
                required**
            **1****Scientific/Technical
                Reporting (Reports/Products must be****submitted
                with appropriate DOE F 241. DOE 241 forms are****available
                at www.osti.gov/bridge.)****Final
                Scientific/Technical Report (Form DOE F 241.3)****3**
            **Final**
            **1****Closeout
                Reporting****1.
                Final Invention and Patent Report****4**
            **Final**
            **1****2.
                Property Certification****4**
            **Final**
            **1****Other
                Reporting****Other****5**
            **As
                Required**
            **1**

















___________________________





1
            Quarterly
                reports should summarize technical progress against tasks and milestones
                and provide a budget accomplishment report (actual expenditures vs.
                budget
                plan). The report should be submitted NLT the1&of
                the month2(for
                the previous quarter's activities) to the UNLVRF Point of Contact,
                as
                shown in Article 2.2
            Provides
                notice of problems, delays, or adverse conditions which materially
                impair
                the awardee's ability to meet the objectives of the award or developments
                that have a significant favorable impact on the project. The report
                must
                include the remedial action to be taken to correct or resolve any
                problem
                or adverse condition.3
            This
                form and instructions are available on E-link. If there is any patentable
                material, protected data, or SBIR/STTR data in the report, the recipient
                must, consistent with the data protection provisions of the grant,
                clearly
                identify patentable or protected data on each page of the report,
                identify
                such material on the cover of the report, and mark the appropriate
                blocks
                in Section K of the DOE F 241.3. Reports must not contain any proprietary
                data (limited rights data), classified information, information subject
                to
                export control classification, or other information not subject to
                release. Protected data is specific technical data, first produced
                in the
                performance of the award that is protected from public release for
                a
                period of time by the terms of the award agreement.4
            Patent
                certification (OMB No. 1902-0121) and Financial Assistance Property
                Certification (AA-88) are required. UNLVRF will provide detailed
                closeout
                reporting instructions, including appropriate forms, to the Subcontractor
                by letter upon award expiration.5
            Three
                copies of reports, reprints, conference papers, etc, must be submitted
                to
                UNLVRF for submittal to DOE as soon as possible after the event occurs
                (10
                CFR 605.19(a) (3)).




Page
          8 of
          14


**APPENDIX
      D**





**UNLVRF
      Subcontract #RF-07-SHGR-013**


**Altairnano
      Technologies, Inc.**





**Special
      Terms and Conditions**





**SC-1
      DEFINITIONS**





UNLVRF
      means the UNLV Research Foundation and all of its authorized representatives
      acting in their professional capacities.





SUBCONTRACTOR
      means Altairnano Technologies, Inc. and all of its authorized representatives,
      successors, and permitted assigns.





Work
      means all activities required by the Subcontract documents to be performed
      by
      the SUBCONTRACTOR.





**SC-2
      REPORTING REQUIREMENTS**





SUBCONTRACTOR
      shall provide technical and financial reporting in accordance with the
      requirements and instructions set forth in **APPENDIX
      C, REPORTING REQUIREMENTS.** Failure
      to comply with the reporting requirements will be considered a material
      noncompliance with the terms of this Subcontract. Noncompliance may result
      in
      the withholding of future payments, the suspension or termination of this
      Subcontract, and/or the withholding of future agreements.





A
      willful
      failure to perform, or a history of failure to perform of this Subcontract
      and/or other contractual documents, may also result in a debarment action to
      preclude future agreements.





**SC-3
      INDEPENDENT CONTRACTOR**





For
      purposes of this Subcontract, SUBCONTRACTOR and its employees shall be
      classified as an "Independent Contractor" and not as employees of UNLVRF.





**SC-4
      SITE VISITS**





DOE's
      authorized representatives have the right to make site visits at reasonable
      times to review project accomplishments and management control systems and
      to
      provide technical assistance, if required. Should such a site visit be
      scheduled, SUBCONTRACTOR must provide reasonable facilities and assistance
      for
      the safety and conveniences of the government representatives in the performance
      of their duties. All site visits and evaluations must be performed in a manner
      that does not unduly interfere with or delay the work.





**SC-5
      SUBCONTRACT MONITORING REQUIREMENT**





Under
      the
      provisions of OMB Circular A-133, UNLVRF is required to monitor federally funded
      subcontractor activities. SUBCONTRACTOR must assure UNLVRF that it complies
      with
      applicable OMB circulars and that it will notify UNLVRF of completion of
      required audits and of any adverse findings which impact this Subcontract.
      Relevant OMB Circulars are available at:
      httD://www.whitehouse,cov/omb/circulars/





**SC-6
      STATEMENT OF FEDERAL STEWARDSHIP**





DOE
      will
      exercise normal Federal stewardship in overseeing the project activities
      performed under Grant DE-FG36-036013062. Stewardship activities include, but
      are
      not limited to, conducting site visits; reviewing performance and financial
      reports; providing technical assistance and/or temporary intervention in unusual
      circumstances to correct deficiencies which develop during a project; assuring
      compliance with terms and conditions;
      and reviewing technical performance after project completion to insure that
      the
      grant's objectives are accomplished.


Page
          9 of
          14


**SC-7
      UNALLOWABLE COSTS AND LOBBYING ACTIVITIES**





Subcontractors
      are cautioned to carefully review the allowable cost and other provisions
      applicable to expenditures under their particular award instruments. If
      financial assistance funds are spent for purposes or in amounts inconsistent
      with the allowable cost or any other provisions governing expenditures in the
      award instrument, the government may pursue a number of remedies against the
      recipient, including, in appropriate circumstances, recovery of such funds,
      termination of the award, suspension or debarment of the recipient from future
      awards, and criminal prosecution for false statements. The UNLVRF is subject
      to
      the provisions of OMB Circular No. A-122, Cost Principles for Non-Profit
      organizations.





All
      cost
      reimbursement sub-awards, including subcontracts, are subject to those Federal
      cost principles applicable to the SUBCONTRACTOR. OMB Circulars are available
      at httl2a/www.whitehouse.govlomb/circulars.




Particular
      care should be taken by the SUBCONTRACTOR to comply with the provisions
      prohibiting the expenditure of funds for lobbying and related activities.
      Financial assistance awards may be used to describe and promote the
      understanding of scientific and technical aspects of specific technologies,
      but
      not to encourage or support political activities such as the collection and
      dissemination of information related to potential, planned, or pending
      legislation.





To
      assist
      the SUBCONTRACTOR in complying with the lobbying provisions applicable to this
      agreement, the Department of Energy has developed a lobbying brochure entitled
      "What *You* *Should
      Know* as
      a
      Federal *Employee,
      Contractor, Cooperative Agreement Participant, or Grantee, "* which
      provides an overview of lobbying policies. The brochure is available on the
      DOE
      financial Assistance Home Page at: http:/Iprofessionalspr,doe.gov/ Click on
      "Regulations and Guidance" under "Financial Assistance
      Regulations."





**SC-8
      PERMITS AND RESPONSIBILITIES**





SUBCONTRACTOR
      shall be responsible for obtaining any necessary licenses and/or permits and
      for
      complying with applicable federal, state, and municipal laws, codes, and
      regulations in connection with the execution of the work hereunder. The
      SUBCONTRACTOR shall take proper safety and health precautions to protect the
      workers, the public, the environment, and property.





**SC-9
      NOTICE REGARDING THE PURCHASE OF AMERICAN-MADE EQUIPMENT AND
      PRODUCTS**





It
      is the
      sense of the Congress that, to the greatest extent practicable, all equipment
      and products purchased with funds made available under Grant DE-FG36-03GO13062
      should be American-made.





**SC-10
      PUBLIC DISCLOSURE**





SUBCONTRACTOR
      shall not make publicity releases in connection with this Subcontract without
      prior review and approval of the UNLVRF. Proposed publicity releases shall
      be
      submitted to the UNLVRF Administrative Contact, as shown in Article 2, for
      such
      review and approval.


SUBCONTRACTOR
      is encouraged to publish or otherwise make publicly available the results of
      the
      work conducted under this subcontract. An acknowledgement of Federal support
      and
      a disclaimer must appear in the publication of any material, whether copyrighted
      or not, based on or developed under this subcontract as follows:





*Acknowledgment:* "This
      material is based upon work supported by the Department of Energy [National
      Nuclear Security Administration] [add name(s) of other agencies, if application]
      under Award Number DE-FG36-03GO13062."





*Disclaimer:* "This
      report was prepared as an account of work sponsored by an agency of the United
      States Government. Neither the United States Government nor any agency thereof,
      nor any of their employees, makes any warranty, express or implied, or assumes
      any legal liability or responsibility for the accuracy, completeness, or
      usefulness of any information, apparatus product, or process disclosed, or
      represents that use would not infringe privately owned rights. References herein
      to any specific commercial product, process, or service by trade name,
      trademark, manufacturer, or otherwise does not necessarily constitute or imply
      its endorsement,


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recommendation,
      or favoring by the United States Government or any agency thereof. The views
      and
      opinions of authors expressed herein do not necessarily state or reflect those
      of the United States Government or any agency thereof."





**SC-11
      NATIONAL SECURITY: CLASSIFIABLE RESULTS ORIGINATING UNDER AN
      AWARD**





This
      award is intended for unclassified, publicly releasable research. Subcontractor
      will not be granted access to classified information. DOE does not expect that
      the results of the research project will involve classified information. Under
      certain circumstances, however, a classification review of information
      originated under this award may be required. The Department may review research
      work generated under this award at any time to determine if it requires
      classification.





Executive
      Order 12958 (60 Fed. Reg. 19,825 (1995)) states that basic scientific research
      information not clearly related to the national security shall not be
      classified. Nevertheless, some information concerning (among other things)
      scientific, technological, or economic matters relating to national security
      or
      cryptology may require classification. If you originate information during
      the
      course of this award that you believe requires classification under this
      Executive Order, you must promptly notify the Technical point of contact
      identified in Article 2 of this Subcontract for further
      instructions.





**If** you
      originate information concerning the production or utilization of special
      nuclear material (i.e., plutonium, uranium enriched in the isotope 233 or 235,
      and any other material so determined under section 51 of the Atomic Energy
      Act)
      or nuclear energy, you must promptly notify the Technical point of contact
      identified in Article 2 of this Subcontract for further
      instructions.





If
      DOE
      determines any of the information requires classification, SUBCONTRACTOR agrees
      that the Government/UNLVRF may terminate the award by mutual agreement in
      accordance with 10 CFR 600-25(d). All material deemed to be classified must
      be
      forwarded to the DOE in a manner specified by DOE.





**SC-12
      SEVERABILITY**





In
      the
      event any one or more of the provisions of this Subcontract shall, for any
      reason, be held to be invalid, illegal, or unenforceable, then notwithstanding
      such provision, the remainder of this Subcontract shall remain in full force
      and
      effect, and such term or provision shall be deemed stricken.





**SC-13
      COMPLIANCE WITH BUY AMERICAN ACT**


By
      accepting funds under this subaward, you agree to comply with Sections 2 through
      4 of the Act of March 3, 1933 (41 U.S.C. 10a-10c, popularly known as the "Buy
      American Act"). You should review the provisions of the Act to ensure that
      any
      expenditure made under this subaward is in accordance with it.





**SC-14
      INDEMNIFICATION**





SUBCONTRACTOR
      hereby acknowledges that UNLVRF is a separate nonprofit, educational, and
      charitable corporate entity. It does not have the power to pledge State of
      Nevada and or the University of Nevada, Las Vegas (UNLV) funds or credit.
      Further, the State of Nevada and/or UNLV cannot assume any debts of UNLVRF,
      and
      the State or Nevada and/or UNLV shall not be liable for any debts or tort
      liability arising from any contracts made between UNLVRF and third parties,
      including, but not limited to, any debts of liability arising from this
      Subcontract. Each party to this Subcontract shall bear responsibility for its
      own negligent acts to the extent allowed by law.





DOE
      shall
      not be liable for harm or damages (to persons or property) incurred by the
      UNLVRF or SUBCONTRACTOR in the performance of activities under this Agreement.
      The UNLVRF and SUBCONTRACTOR shall maintain financial coverage for potential
      liability.


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**APPENDIX
      E**





**UNLVRF
      Subcontract #RF-07-SHGR-013**


**Altairnano
      Technologies, Inc.**





**General
      Terms and Conditions**


**GC-1**  **EXPLANATION**





These
      general terms and conditions do not restate all the provisions of applicable
      statues and regulations, nor do the represent an exhaustive listing of all
      requirements applicable to this grant. Rather, they highlight and are consistent
      with those requirements which are especially consistent with those requirements
      which are especially pertinent to research grants in general. They are emphasized by inclusion here
      because: (1) they are invoked with high frequency: (2) their violation is a
      matter of especially serious concern or (3) restating them in the research
      context will allow them to be more easily understood by the research community.
      In addition to these general terms and conditions, the SUBCONTRACTOR must comply
      with all governing requirements, including the Special Terms and Conditions
      identified in Appendix D.





**GC-2**  **ORDER
      OF PRECEDENCE**





The
      subcontract agreement, all documents listed therein, and subsequently issued
      amendments are essential parts of the subcontract and a requirement occurring
      in
      one is binding as though occurring in all. In resolving conflicts,
      discrepancies, errors or omissions the following order of precedence shall
      be
      used:





1.  Special
      Terms and Conditions


2.  General
      Terms and Conditions


3.  10
      CFR
      600


4.  Other
      documents, exhibits and attachments


5.  Scope
      of
      Work





**GC-3**  **ALLOWABLE
      COSTSIAPPLICABLE COST PRINCIPLES**





The
      allowability of costs for work performed under this Subcontract will be
      determined in accordance with the Federal
      cost principles applicable to the Subcontractor in effect on the date of this
      subaward, except as modified by other
      provisions of this Subcontract. The following cost principles are applicable
      to
      this Subcontract: OMB Circular A-21.





**GC-4**  **LAWS
      AND REGULATIONS**





All
      applicable Federal, State, and local laws, ordinances, statues, rules,
      regulations, orders of decrees in effect at the time the Work under this
      Subcontract is performed, shall apply to SUBCONTRACTOR and its employees and
      representatives.





If SUBCONTRACTOR discovers
      any discrepancy or inconsistency between this Subcontract and any law, ordinance,
      statute, rule, regulation, order, or decree,  SUBCONTRACTOR shall
      report the same immediately, in writing,
      to the UNLVRF administrative contact, who will issue such further instructions
      as may be necessary.





If
      during
      the term of the Subcontract there are changed or new laws, ordinances, statutes,
      rules, regulations, orders or decrees not known or foreseeable at the time
      of
      signing this Subcontract which became effective and which affect the cost or
      time of performance of this Subcontract, SUBCONTRACTOR shall immediately notify
      UNLVRF in writing and submit detailed documentation of such effect in terms
      of
      both time and cost of performing the Subcontract.





**GC-5
      APPLICABLE LAW**





SUBCONTRACTOR
      agrees to comply with all relevant local, state, and federal statutes and
      regulations. This Subcontract shall be governed exclusively by the laws of
      the
      State of Nevada.


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**GC-6**  **CHANGE
        OR ABSENCE OF THE DESIGNATED KEY PERSONNEL**
  UNLVRF
      will be notified in a change to key personnel listed in this Subcontract. UNLVRF
      reserves the right to approve any changes made to key personnel. In addition,
      any continuous absence, in excess of three (3) months, requires UNLVRF prior
      approval.





**GC-7**  **CHANGES
      IN OBJECTIVES OR SCOPE**





Any change
      in
      the objective or scope of the Subcontract requires the prior approval of UNLVRF.
      This includes changes in the phenomenon or phenomena under study and in the
      methodologies or experiences if they are a specific objective of the research
      work as stated in the Scope of Work.





**GC-8**  **TRANSFER
      OF SUBSTANTIVE PROGRAMMATIC EFFORT**





None
      of
      the substantive effort of this Subcontract's scope of work may be transferred
      to
      another organization or person without prior approval of UNLVRF. This provision
      does not apply to the procurement of equipment, supplies,
      materials, or general support services; these services may, however, be subject
      to other prior approval requirements.





**GC-9**  **INTEREST
      AND OTHER FINANCIAL COSTS**





Under
      no
      circumstances shall SUBCONTRACTOR be entitled to recover prejudgment interest
      or
      interest and other financial costs on any claims for extra costs.





**GC-10**  **NOTICE
      AND ASSISTANCE REGARDING PATENT AND COPYRIGHT INFRINGEMENT**





The
      Subcontractor shall report to UNLVRF promptly and in reasonable written detail,
      each notice or claim of patent or copyright infringement based on the
      performance of this subcontract of which the Subcontractor has
      knowledge.





In
      the
      event of any claim or suit against UNLVRF (and the Government) on account of
      any
      alleged patent or copyright infringement arising out of the performance of
      this
      subcontract or out of the use of any supplies furnished or work or services
      performed under this subcontract, the Subcontractor shall furnish to UNLVRF, when
      requested by UNLVRF, all evidence and information in possession of the
      Subcontractor pertaining to such suit or
      claim. Such evidence and information shall be furnished at the expense of UNLVRF
      except where the Subcontractor has agreed to indemnify UNLVRF
      (Government).





The
      Subcontractor agrees to include, and require inclusion of, this clause in all
      lower-tier subcontracts (at any tier) for supplies or services (including
      construction and architect-engineer subcontracts and those for material,
      supplies models, samples, or design or testing services) expected to exceed
      the
      simplified acquisition threshold at FAR 2.101.





**GC-11**  **TERMINATION**





Either
      party may, at any time during the period of this Subcontract, terminate this
      Agreement with or without cause, by giving thirty (30) days written notice.
      Notice should be sent by registered or certified mail to the appropriate
      Contractual Contact, as shown in Article 2. In the event of termination, the
      parties agree to negotiate, in good faith, the payment of any work completed
      prior to the date of Notice of Termination and the receipt of equipment, data,
      reports, or other deliverables.





**GC-12**  **PUBLIC
      ACCESS TO INFORMATION**





The
      Freedom of Information Act, as amended, and the DOE implementing regulations
      (10CFR1004) require DOE to release certain documents and records regarding
      grants to any person who provides a written request. The intended use of the
      information will not be a criterion for release. These requirements apply to
      information held by DOE and do not require grantees or their subcontractors
      to
      permit public access to their records.


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Records
      maintained by the DOE with respect to grants are subject to the provisions
      of
      the Privacy Act and the DOE implementing regulations 10 CFR Part 1004 if those
      records constitute a "system of records" as defined in the Act and the
      regulations. Generally, records maintained by grantees and their subcontractors
      are not subject to these requirements.





**GC-13**  **INTELLECTUAL
      PROPERTY REQUIREMENTS**





Nonprofit
      organizations and education institutions are subject to the intellectual
      property requirements at 10 CRF 600.136. Additional information can be found
      at:
      htt p ://Qc.doe.aoc/techtrans/sioo
      matrix.html.





**GC-14**  **NOTICE
      AND ASSISTANCE REGARDING PATENT AND COPYRIGHT INFRINGEMENT**





The
      Subcontractor shall report to UNLVRF promptly and in reasonable written detail,
      each notice or claim of patent or copyright infringement based on the
      performance of this subcontract of which the Subcontractor has
      knowledge.





In
      the
      event of any claim or suit against UNLVRF (and the Government) on account of
      any
      alleged patent or copyright infringement arising out of the performance of
      this
      subcontract or out of the use of any supplies furnished or work or services
      performed under this subcontract, the Subcontractor shall furnish to UNLVRF,
      when requested by UNLVRF, all evidence and information in possession of the
      Subcontractor pertaining to such suit or claim. Such evidence and information
      shall be furnished at the expense of UNLVRF except where the Subcontractor
      has
      agreed to indemnify UNLVRF (Government).





The
      Subcontractor agrees to include, and require inclusion of, this clause in all
      lower-tier subcontracts (at any tier) for supplies or services (including
      construction and architect-engineer subcontracts and those for material,
      supplies models, samples, or design or testing services) expected to exceed
      the
      simplified acquisition threshold at FAR 2.101.




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