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Consulting Agreement

This is an actual contract by Altair Nanotechnologies.

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Sectors: Chemicals
Governing Law: Nevada, View Nevada State Laws
Effective Date: January 01, 2002
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This Consulting Agreement (the "Agreement") is made and entered into this 1st day of January 2002 by and between Altair International Inc., an Ontario corporation (the "Company"), and Irvine Management Consulting Inc., a California corporation ("Consultant"; collectively with the Company, the "Parties").

In consideration of the mutual promises made herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereto agree as follows:

1. Purpose: The Company hereby engages Consultant for the term specified in Paragraph 2 hereto to render corporate advisory services to the Company upon the terms and conditions set forth herein.

2. Term: Nonexclusive Nature of Services; and Termination. Subject to earlier termination as provided below, the term of this Agreement is twelve months from the date hereof (the "Term"). Notwithstanding the foregoing, this Agreement may be terminated with or without cause at any time by the Company or Consultant upon no fewer than 48 hours written notice. This Agreement is non-exclusive on the part of both Parties.

3. Duties of Consultant: During the term of this Agreement, Consultant shall, upon the request of the Company, provide the Company with advice regarding strategic business planning, potential acquisitions by the Company, corporate finances (other than capital raising) and general marketing. Consultant shall devote such time and effort to the performance of its duties hereunder as it shall determine is reasonably necessary. Consultant may look to such others for such factual information and research upon which to base its advice to the Company hereunder, as Consultant shall deem appropriate.

4. Compensation: In consideration for the services rendered by Consultant, the Company shall pay Consultant an initial payment of $10,000 on or before January 10, 2002. In addition, the Company shall grant Consultant warrants in the form attached hereto as Exhibit A (the "Warrants") with respect to 200,000 common shares of the Company. The Warrants and any common shares of the Company issuable thereunder are hereinafter referred to as the "Securities."

5. Expenses of Consultant: Consultant shall pay all of its own expenses in connection with the services provided hereunder.

6. Liability of Consultant: In furnishing the Company with advice and other services as herein provided, neither Consultant nor any officer, director or agent of Consultant shall be liable to the Company or its creditors for errors of judgment of Consultant in the performance of its duties under this Agreement, provided, however, that Consultant agrees to indemnify and hold the Company harmless as provided in Section 8.

(a) It is further understood and agreed that Consultant may rely upon information furnished to it by the Company and that, except as herein provided, Consultant shall not be accountable for any loss suffered by the Company by reason of the Company's action or inaction on the basis of any advice, recommendation or approval of Consultant or its respective partners, employees or agents.


(b) The Company acknowledges that all opinions and advice (written or oral) given by Consultant to the Company in connection with this engagement are intended solely for the benefit and use of the Company in considering the transaction to which they relate, and the Company agrees that no person or entity other than the Company shall be entitled to make use of or rely upon the advice of Consultant to be given hereunder, and no such opinion or advice shall be used for any other purpose or reproduced, disseminated, quoted or referred to at any time, in any manner or for any purpose, nor may the Company make any public references to Consultant, or use Consultant's name in any annual reports or any other reports or releases of the Company without Consultant's prior written consent or as otherwise required by law or judicial or administrative process.

(c) The Company acknowledges that Consultant is not a registered broker/dealer and therefore, Consultant will not, under any circumstances, perform any of the following services for the Company:

(1) Make offers or sales of securities;

(2) Prepare research reports;

(3) Directly or indirectly promote or maintain a market for
the Company's common shares;

(4) Facilitate the offer or sale of securities or make a
market in any securities;

(5) Negotiate for the offer or sale of securities; or

(6) Any other transaction or activity requiring broker/dealer

Consultant covenants and agrees that it shall not, and is not being compensate for providing, any of the aforementioned services to the Company.

(d) The Company further recognizes and acknowledges that Consultant is not a registered investment advisor, does not hold itself out as an investment advisor, and, as of the date of this Agreement, has no other clients to whom it renders advisory services

8. Company Information:

(a) The Company shall furnish to Consultant all data, material and other information relevant to the performance by Consultant of its obligations under this Agreement, or particular projects as to which Consultant is acting as advisor, which will permit Consultant to be appraised of all facts material to the advice to be rendered, and all data, material or information reasonably requested by Consultant. The Company acknowledges and agrees that in performing its services under this engagement, Consultant may rely upon the data, material and other information supplied by the Company without independently verifying the accuracy, completeness or veracity of same. In the event that the Company fails or refuses to furnish any such data, material or information reasonably requested by Consultant, and thus prevents or impedes Consultant's performance hereunder, any inability of Consultant to perform shall not be a breach of its obligations hereunder.

(b) Except as contemplated by the terms hereof or as required by applicable law, Consultant shall keep confidential all non-public information provided to it by the Company and shall not disclose such information to any third party or use such information for the benefit of any person other than the Company without the Company's prior written consent. Notwithstanding the foregoing, Consultant shall not be required to maintain confidentiality with respect to information (i) which is or becomes part of the public domain; (ii) of which Consultant had independent knowledge prior to disclosure; (iii) which


comes into the possession of Consultant or its employees or agents in the normal and routine course of its own business from and through independent non-confidential sources; or (iv) which is required to be disclosed by Consultant pursuant to legal process or in accordance with governmental or regulatory requirements. If Consultant is requested or required (by oral questions, interrogatories, requests for information or document subpoenas, civil investigative demands, or similar process) to disclose any confidential information supplied to it by the Company, or the existence of other negotiations in the course of its dealings with the Company or its representatives, Consultant shal
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