0001193125-04-053619 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 30th, 2004 • Nanophase Technologies Corporation • Miscellaneous primary metal products • Delaware

THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into as of March 23, 2004, by and between NANOPHASE TECHNOLOGIES CORPORATION, a Delaware corporation located at 1319 Marquette Drive, Romeoville, Illinois (the “Company”), and Altana Chemie AG, a German corporation (the “Purchaser”).

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STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • March 30th, 2004 • Nanophase Technologies Corporation • Miscellaneous primary metal products • Delaware

THIS STOCK PURCHASE AGREEMENT (the “Agreement”) is dated as of March 23, 2004 by and between NANOPHASE TECHNOLOGIES CORPORATION, a Delaware corporation located at 1319 Marquette Drive, Romeoville, Illinois (the “Company”), and Altana Chemie AG, a German corporation (the “Purchaser”).

EMPLOYMENT AGREEMENT
Employment Agreement • March 30th, 2004 • Nanophase Technologies Corporation • Miscellaneous primary metal products • Illinois

Employment Agreement dated and effective as of September 26, 2001 (this “Agreement”), between NANOPHASE TECHNOLOGIES CORPORATION, a Delaware corporation (with its successors and assigns, referred to as the “Company”), and Dr. Richard W. Brotzman, Jr. (referred to as “Executive”).

AMENDMENT NO. 1 TO COOPERATION AGREEMENT
Cooperation Agreement • March 30th, 2004 • Nanophase Technologies Corporation • Miscellaneous primary metal products

REFERENCE IS MADE to the Cooperation Agreement, dated as of June 24, 2002 (“Agreement”), by and between NANOPHASE TECHNOLOGIES CORPORATION, a Delaware corporation (“Nanophase”) and ROHM AND HAAS ELECTRONIC MATERIALS CMP INC. (formerly known as Rodel, Inc.), a Delaware corporation (“RHEM”), which is hereby amended and additional agreements made, as follows. All capitalized terms used in this Amendment shall have the same meanings as set forth in the Agreement.

JOINT DEVELOPMENT AGREEMENT
Joint Development Agreement • March 30th, 2004 • Nanophase Technologies Corporation • Miscellaneous primary metal products • Georgia

WHEREAS, Altana develops, produces and sells additives for paints and plastics in the coatings and plastics industry, products for coatings and sealants for the packaging and coil industry, and compounds and varnishes in the electrical insulation business, and Altana has an interest in developing improvements and new products related thereto; and

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