THE SECURITIES  REPRESENTED BY THIS WARRANT HAVE NOT BEEN  REGISTERED  UNDER THE
SECURITIES ACT OF 1933, AS AMENDED,  OR APPLICABLE  STATE SECURITIES LAWS AND NO
PROSPECTUS HAS BEEN FILED UNDER ANY CANADIAN SECURITIES LAWS IN RESPECT THERETO.
THE  SECURITIES  HAVE BEEN  ACQUIRED FOR  INVESTMENT  AND MAY NOT BE OFFERED FOR
SALE,  SOLD,  TRANSFERRED  OR ASSIGNED IN THE ABSENCE OF SUCH A PROSPECTUS OR AN
EFFECTIVE  REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF
1933, AS AMENDED,  OR APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL
IN FORM AND SUBSTANCE  REASONABLY  ACCEPTABLE TO THE ISSUER THAT REGISTRATION IS
NOT REQUIRED UNDER SAID ACT OR APPLICABLE  STATE  SECURITIES LAWS OR UNLESS SOLD
PURSUANT TO RULE 144 UNDER SAID ACT. THE SECURITIES  REPRESENTED  HEREBY MAY NOT
BE OFFERED FOR SALE,  SOLD OR TRANSFERRED TO ANY PERSON RESIDENT IN THE PROVINCE
OF ONTARIO WITHIN ONE YEAR OF THE DATE OF ISSUANCE HEREOF. ANY SUCH OFFER, SALE,
ASSIGNMENT OR TRANSFER  MUST ALSO COMPLY WITH THE  APPLICABLE  STATE  SECURITIES
LAWS.  NOTWITHSTANDING THE FOREGOING, THIS SECURITY MAY BE PLEDGED IN CONNECTION
WITH A BONA FIDE MARGIN ACCOUNT.


                          ALTAIR NANOTECHNOLOGIES, INC.

                        WARRANT TO PURCHASE COMMON STOCK
                           (NOTE AMENDMENT AGREEMENT)

Warrant No.:                                          Number of Shares: 750,000
Date of Issuance:  November 21, 2002

         ALTAIR NANOTECHNOLOGIES,  INC., a Canadian corporation (the "Company"),
hereby certifies that, for Ten United States Dollars ($10.00) and other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged,  DORAL 18, LLC, a Cayman Islands  limited  liability  company (the
"Holder"),  the registered holder hereof or its permitted assigns,  is entitled,
subject  to the  terms  set forth  below,  to  purchase  from the  Company  upon
surrender of this Warrant, at any time or times on or after the date hereof, but
not after 11:59 P.M. Eastern Time on the appropriate Expiration Date (as defined
herein),  750,000  fully paid  nonassessable  shares of Common Stock (as defined
herein) of the Company (the  "Warrant  Shares") at the purchase  price per share
provided in SECTION 1(b) below. Notwithstanding the foregoing, in no event shall
the holder be entitled to exercise  this Warrant to the extent that after giving
effect to such exercise  such holder  (together  with such person's  affiliates)
would  beneficially  own in  excess  of 4.99% of the  outstanding  shares of the
Common Stock  following such exercise.  For purposes of the foregoing  sentence,
the  number of shares of Common  Stock  beneficially  owned by a holder  and its
affiliates  or acquired by such holder and its  affiliates,  as the case may be,
shall  include the number of shares of Common Stock  issuable  upon  exercise of
this Warrant with respect to which such determination of beneficial ownership is
being made,  but shall  exclude the number of shares of Common Stock which would
be issuable  upon (i) exercise of the  remaining,  nonexercised  portion of this
Warrant  beneficially  owned by such holder and its affiliates and (ii) exercise
or exchange of the unexercised or unconverted portion of any other securities of
the Company (including, without limitation, any exchangeable notes) subject to a
limitation on exchange or exercise analogous to the limitation  contained herein
beneficially owned by such holder and its affiliates. Except as set forth in the
preceding sentence,  for purposes of this paragraph,  beneficial ownership shall
be calculated in accordance with Section 13(d) of the Securities Exchange Act of
1934, as amended.  Notwithstanding  anything to the contrary  contained  herein,
each Exercise Notice (as defined below) shall constitute a representation by the
holder  submitting  such  Exercise  Notice  that,  after  giving  effect to such
Exercise  Notice,  (A) to the best of  holder's  knowledge,  the holder will not



<PAGE>

beneficially  own (as determined in accordance with this paragraph) in excess of
4.99% of the outstanding shares of Common Stock and (B) the holder will not have
acquired, to the best of holder's knowledge, through exercise of this Warrant or
otherwise, a number of shares of Common Stock which, when added to the number of
shares of Common Stock  beneficially owned at the beginning of the 60-day period
ending on and including the applicable  date of exercise of this Warrant,  is in
excess of 4.99% of the  outstanding  shares of the Common Stock  following  such
exercise  during the 60-day period ending on and including such date of exercise
and the Company shall have no liability for any exercise in reliance on any such
Exercise  Notice.  For purposes of this paragraph,  in determining the number of
the  outstanding  shares of Common  Stock the holder of this Warrant may rely on
the  number  of  outstanding  shares of Common  Stock  (1) as  reflected  in the
Company's  most  recent  shareholder  list,  which list shall be provided to the
holder by the Company  upon the  holders'  written  request  (which  request the
holder  shall not submit to the Company on more than one  occasion  per calendar
quarter) and  certified by the Company as true,  complete and accurate as of the
date  thereof,  or (2) at such time as the Company is a Reporting  Company under
the  Securities  Exchange Act of 1934, as reflected in the Company's most recent
Form 10-Q or Form 10-K, as the case may be, or a more recent public announcement
by the Company or other  notice by the  Company or its  transfer  agent  setting
forth the number of shares of Common Stock outstanding.  In any case, the number
of outstanding shares of Common Stock shall be determined after giving effect to
exercises  of  this   Warrant   (including   the  exercise   with  respect  this
determination  is being  made) by the  holder  since  the date as of which  such
number of outstanding shares of Common Stock was disclosed or reported.

Notwithstanding the foregoing,  following the occurrence of any Event of Default
under the Note, as such term is defined therein, and while such Event of Default
is continuing,  the holder of this Warrant shall have the right to exercise this
Warrant and to convert all or any portion of this Warrant into Common Stock,  in
its sole discretion and at such time or times as it deems appropriate.

SECTION 1.        DEFINITIONS.

         (a) Definitions.  The following words and terms as used in this Warrant
shall have the following meanings:

               (i) "Closing Bid Price"  means,  for any security as of any date,
         the last closing bid price for such  security on the  Principal  Market
         (as  defined  below)  as  reported  by  Bloomberg   Financial   Markets
         ("Bloomberg"),  or,  if  the  Principal  Market  is not  the  principal
         securities  exchange  or  trading  market for such  security,  the last
         closing bid price of such security on the principal securities exchange
         or trading  market where such  security is listed or traded as reported
         by Bloomberg,  or if the  foregoing do not apply,  the last closing bid
         price of such security in the over-the-counter market on the electronic
         bulletin  board for such security as reported by  Bloomberg,  or, if no
         last closing bid price is reported for such security by Bloomberg,  the
         last closing  trade price for such  security as reported by  Bloomberg,
         or, if no last  closing  trade price is reported  for such  security by
         Bloomberg,  the average of the bid prices of any market makers for such
         security  as reported in the "pink  sheets" by the  National  Quotation
         Bureau,  Inc. If the Closing Bid Price  cannot be  calculated  for such
         security on such date on any of the  foregoing  bases,  the Closing Bid
         Price of such  security on such date shall be the fair market  value as
         mutually determined by the Company and holder.

               (ii)  "Common  Stock"  means  (i) the  Company's  common  shares,
         without par value,  and (ii) any  capital  stock into which such Common
         Shares shall have been changed or any capital  stock  resulting  from a
         reclassification of such Common Shares.

                                       2
<PAGE>

               (iii)  "Exchangeable  Securities"  means any stock or  securities
         (other  than  Options)  directly  or  indirectly  exchangeable  into or
         exchangeable for Common Stock, other than the Note.

               (iv) "Note" means the  $1,400,000  Amended and  Restated  Secured
         Term Note issued to Holder on the date first set forth above.

               (v) "Expiration Date" means November 21, 2007;  provided,  if any
         such date falls on a  Saturday,  Sunday or other day on which banks are
         required or authorized to be closed in the City of Chicago or the State
         of Illinois or on which  trading  does not take place on the  principal
         exchange or  automated  quotation  system on which the Common  Stock is
         traded (a "Holiday"), the next date that is not a Holiday.

               (vi) "Options" means any rights, warrants or options to subscribe
         for or purchase Common Stock or Exchangeable Securities.

               (vii)  "Person"  means  a  natural  person,   a  partnership,   a
         corporation,  a limited  liability  company,  an association or a joint
         stock company, a trust, a joint venture, an unincorporated organization
         or a  governmental  agency or any  department,  or agency or  political
         subdivision thereof.

               (viii)  "Principal  Market" means Nasdaq National Market,  Nasdaq
         SmallCap  Market or other national  exchange or trading market on which
         the Common Stock is traded.

               (ix)  "Securities  Act"  means  the  Securities  Act of 1933,  as
         amended and the rules and regulations promulgated thereunder.

               (x)  "Warrant"  means this  Warrant,  and all warrants  issued in
         exchange, transfer or replacement of any thereof.

               (xi) "Warrant  Exercise Price" means $1.00  (U.S.D.),  subject to
         adjustment as provided in Section 3.

SECTION 2.   EXERCISE OF WARRANT.

             (a) Subject to the terms and conditions hereof, this Warrant may be
exercised by the holder hereof then  registered on the books of the Company,  in
whole or in part,  at any time on any  business  day on or after the  opening of
business  on the  date  hereof  and  prior  to 11:59  P.M.  Eastern  Time on the
Expiration  Date  by (i)  delivery  of a  written  notice,  in the  form  of the
subscription  notice  attached as EXHIBIT A hereto (the "Exercise  Notice"),  of
such holder's election to exercise this Warrant,  which notice shall specify the
number of Warrant  Shares to be  purchased  (ii)  payment  to the  Company of an
amount equal to the appropriate  Warrant Exercise Price multiplied by the number
of  Warrant  Shares  as to which  this  Warrant  is being  exercised  (plus  any
applicable issue or transfer taxes) (the "Aggregate  Exercise Price") in cash or
by check or wire  transfer  and  (iii) the  surrender  to a common  carrier  for
delivery to the Company as soon as practicable following such date, this Warrant
(or an  indemnification  undertaking with respect to this Warrant in the case of
its loss, theft or destruction); provided, that if such Warrant Shares are to be
issued in any name other  than that of the  registered  holder of this  Warrant,
such issuance  shall be deemed a transfer and the  provisions of SECTION 8 shall
be  applicable.  In the event of any exercise of the rights  represented by this
Warrant in compliance with this SECTION 2(A), a certificate or certificates  for
the Warrant Shares so purchased,  in such  denominations  as may be requested by
the holder hereof and  registered in the name of, or as directed by, the holder,
shall be delivered at the  Company's  expense to, or as directed by, such holder
as soon as  practicable,  and in no event later than three business days,  after


                                       3
<PAGE>

the Company's receipt of the Exercise Notice,  the Aggregate  Exercise Price and
this Warrant (or an indemnification  undertaking with respect to this Warrant in
the case of its loss,  theft or  destruction).  Upon  delivery  of the  Exercise
Notice and  Aggregate  Exercise  Price  referred to in clause  (ii)(A) above the
holder of this Warrant shall be deemed for all corporate purposes to have become
the holder of record of the Warrant  Shares with  respect to which this  Warrant
has been  exercised,  irrespective  of the date of delivery  of this  Warrant as
required  by clause  (iii) above or the  certificates  evidencing  such  Warrant
Shares.

             (b)  Unless  the  rights  represented  by this  Warrant  shall have
expired  or shall have been  fully  exercised,  the  Company  shall,  as soon as
practicable and in no event later than five (5) business days after any exercise
and at its own  expense,  issue a new Warrant  identical in all respects to this
Warrant  except it shall  represent  rights to  purchase  the  number of Warrant
Shares purchasable  immediately prior to such exercise under this Warrant,  less
the number of Warrant Shares with respect to which such Warrant is exercised.

             (c) The  minimum  number of shares of Common  Stock for which  this
Warrant may be exercised shall be twenty thousand  (20,000)  shares,  unless the
aggregate  number of shares for which this Warrant may be exercised is less than
twenty  thousand  (20,000),  in which event,  this Warrant may be exercised with
respect to the full amount of such aggregate number.

             (d) No fractional  shares of Common Stock are to be issued upon the
exercise of this Warrant, but rather the number of shares of Common Stock issued
upon  exercise of this Warrant  shall be rounded up or down to the nearest whole
number.

             (e) If the  Company  shall  fail for any reason or for no reason to
issue  (subject to extension for a good faith  dispute) to the holder (i) within
five (5) business days after the Company's  receipt of the Exercise Notice,  the
Aggregate  Exercise  Price and this  Warrant,  a  certificate  for the number of
shares  of Common  Stock to which  the  holder  is  entitled  upon the  holder's
exercise of this  Warrant and (ii) if this Warrant is being  exercised  for less
than all of the number of shares of Common Stock covered by this Warrant, within
ten (10) business days after the Company's  receipt of the Exercise Notice,  the
Aggregate  Exercise  Price and this  Warrant,  a new  Warrant  for the number of
shares of Common Stock to which such holder is entitled pursuant to SECTION 2(B)
hereof, the Company shall, in addition to any other remedies under this Warrant,
pay as  additional  damages in cash to such  holder on each day such fifth (5th)
business day such exercise is not timely  effected and/or after the tenth (10th)
business  day such new Warrant is not  delivered,  as the case may be, an amount
equal to 0.5% of the  product  of (A) the sum of the  number of shares of Common
Stock not  issued to the  holder  on a timely  basis and to which the  holder is
entitled and/or, the number of shares represented by the portion of this Warrant
which is not being  converted,  as the case may be,  and (B) the  average of the
Closing Bid Prices of the Common  Stock for the three  consecutive  trading days
immediately preceding the last possible date which the Company could have issued
such  Common  Stock  or  Warrant,  as the  case may be,  to the  holder  without
violating this SECTION 2 .

             (f)  Notwithstanding  the  foregoing,  if,  at any time  after  the
Effective  Date, and as long as the holder may sell the Warrant Shares  pursuant
to an effective  registration  statement  under the Securities Act, or otherwise
without  restriction,  the  Closing  Price  of the  Common  Stock is equal to or
greater than $3.00 for five (5)  consecutive  days,  the Company  shall have the
right to require the exercise of the Warrants  within 180 days of the  Company's
written notification to the holder of such requirement. Following the expiration
of such 180-day  period,  this Warrant shall expire and have of no further force
or effect.

                                       4
<PAGE>


SECTION 3.        ADJUSTMENT.

         The Warrant  Exercise Price shall be subject to adjustment from time to
time as hereinafter provided in this SECTION 3:

             (a) Stock Dividends, Subdivisions and Combinations. If and whenever
the Company subsequent to the date hereof:

                 (i)  declares a dividend  upon,  or makes any  distribution  in
         respect  of,  any of its  capital  stock,  payable  in shares of Common
         Stock, Exchangeable Securities or Stock Purchase Rights,

                 (ii) subdivides its  outstanding  shares of Common Stock into a
         larger number of shares of Common Stock, or

                 (iii)  combines its  outstanding  shares of Common Stock into a
         smaller  number of shares of Common  Stock,

then the Warrant  Exercise  Price shall be adjusted to that price  determined by
multiplying the Warrant Exercise Price in effect immediately prior to such event
by a  fraction  (A)  the  numerator  of  which  shall  be the  total  number  of
outstanding  shares of Common Stock immediately prior to such event, and (B) the
denominator of which shall be the total number of  outstanding  shares of Common
Stock immediately after such event.

             (b)  Reorganization,  Reclassification  or  Recapitalization of the
Company.  In the  event  that the  Company  effects  (i) any  reorganization  or
reclassification  or recapitalization of the capital stock of the Company (other
than in the cases referred to in Section 3(a)), (ii) any consolidation or merger
of the Company with or into another  Person,  (iii) the sale,  transfer or other
disposition of the property, assets or business of the Company as an entirety or
substantially as an entirety or (iv) any other  transaction or event as a result
of which holders of Common Stock become  entitled to receive any shares of stock
or other securities and/or property  (including,  without limitation,  cash, but
excluding  any cash  dividend that is paid out of the earnings or surplus of the
Company  legally  available  therefor)  with  respect to or in exchange  for the
Common  Stock,  there shall  thereafter  be  deliverable  to the Holder upon the
exercise of this  Warrant or any  portion  thereof (in lieu of or in addition to
the Common Stock theretofore deliverable,  as appropriate) the highest number of
shares of stock or other  securities  and/or  the  greatest  amount of  property
(including,  without limitation,  cash) to which Holder would have been entitled
to receive had the Holder owned the Common Stock  attributable to the Warrant at
the time the transaction or event occurred.

             (c) Other Dilutive  Events.  If the Company takes any other action,
or if any other event occurs to which the other provisions of this Section 3 are
not strictly  applicable,  but which could result in an  adjustment  the Warrant
Exercise  Price or to any of the  other  terms of this  Warrant  that  would not
fairly protect the exercise rights and other rights  represented by this Warrant
in accordance with the essential  intent and principles  hereof,  an appropriate
adjustment in such purchase rights  comparable to the  adjustments  described in
(a) and (b) above shall be made by the Company.

             (d) Application. All subdivisions of this Section 3 are intended to
operate  independently of one another.  If a transaction or an event occurs that
requires  the   application  of  more  than  one   subsection,   all  applicable
subdivisions shall be given independent effect.

                                       5
<PAGE>

             (e)  Waiver.  In the event that the holder  consents  in writing to
limit, or waive in its entirety, any anti-dilution  adjustment to which it would
otherwise be entitled  hereunder,  the Company shall not be required to make any
adjustment  whatsoever  with  respect to this  Warrant  or any other  Warrant in
excess of such limit or at all, as the terms of such consent may dictate.

             (f) Notice of Adjustments to Warrant Exercise Price. As promptly as
practicable  after the occurrence of any event  requiring any  adjustment  under
this  SECTION  3 to the  Warrant  Exercise  Price  (or to the  number or kind of
securities or other property deliverable upon the exercise of this Warrant), the
Company shall, at its expense, mail to the holder a certificate of an officer of
the  Company  setting  forth in  reasonable  detail  the  events  requiring  the
adjustment and the method by which such adjustment was calculated and specifying
the  adjusted  Warrant  Exercise  Price and the number of shares of Common Stock
issuable upon exercise of this Warrant after giving effect to such adjustment.

SECTION 4.        COVENANTS AS TO COMMON STOCK.

         The Company hereby covenants and agrees as follows:

             (a) This Warrant is, and any Warrants issued in substitution for or
replacement  of this Warrant will upon issuance be, duly  authorized and validly
issued.

             (b) All Warrant Shares which may be issued upon the exercise of the
rights represented by this Warrant will, upon issuance, be validly issued, fully
paid and nonassessable  and free from all taxes,  liens and charges with respect
to the issue thereof.

             (c) During the period within which the rights  represented  by this
Warrant may be  exercised,  the Company  will at all times have  authorized  and
reserved at least 100% of the number of shares of Common Stock needed to provide
for the  exercise of the rights  then  represented  by this  Warrant and the par
value of said shares  will at all times be less than or equal to the  applicable
Warrant Exercise Price.

             (d) The Company shall promptly  secure the listing of the shares of
Common  Stock  issuable  upon  exercise  of  this  Warrant  upon  each  national
securities  exchange or automated quotation system, if any, upon which shares of
Common  Stock are then  listed  (subject to  official  notice of  issuance  upon
exercise of this  Warrant)  and shall  maintain,  so long as any other shares of
Common Stock shall be so listed, such listing of all shares of Common Stock from
time to time issuable  upon the exercise of this Warrant;  and the Company shall
so list on each national  securities  exchange or automated quotation system, as
the case may be, and shall maintain such listing of, any other shares of capital
stock of the Company  issuable  upon the exercise of this Warrant if and so long
as any  shares of the same  class  shall be listed on such  national  securities
exchange or automated quotation system.

             (e)  The  Company  will  not,  by  amendment  of  its  Articles  of
Incorporation or through any reorganization,  transfer of assets, consolidation,
merger, dissolution, issue or sale of securities, or any other voluntary action,
avoid or seek to avoid the  observance or  performance of any of the terms to be
observed  or  performed  by it  hereunder,  but will at all times in good  faith
assist in the  carrying  out of all the  provisions  of this  Warrant and in the
taking of all such action as may  reasonably  be requested by the holder of this
Warrant in order to protect the exercise privilege of the holder of this Warrant
against dilution or other  impairment,  consistent with the tenor and purpose of
this  Warrant.  The Company (i) will not increase the par value of any shares of
Common Stock  receivable  upon the  exercise of this  Warrant  above any Warrant
Exercise  Price  then in effect,  and (ii) will take all such  actions as may be
necessary or appropriate in order that the Company may validly and legally issue
fully paid and  nonassessable  shares of Common  Stock upon the exercise of this
Warrant.

                                       6
<PAGE>

             (f) This Warrant will be binding upon any entity  succeeding to the
Company by merger,  consolidation or acquisition of all or substantially  all of
the Company's assets.

             (g) The Company  shall  maintain its status as a reporting  company
required to file reports under Section 13 or Section 15(d) of the 1934 Act prior
to the  earlier to occur of the  Expiration  Date and the date this  Warrant has
been exercised in full.

SECTION 5.        TAXES.

         The Company  shall pay any and all taxes,  excluding  income or capital
gains  taxes,  which may be payable with respect to the issuance and delivery of
Warrant Shares upon exercise of this Warrant.

SECTION 6.        WARRANT HOLDER NOT DEEMED A STOCKHOLDER.

         Except as otherwise  specifically  provided herein, no holder, as such,
of this Warrant shall be entitled to vote or receive  dividends or be deemed the
holder of shares of the Company for any purpose, nor shall anything contained in
this Warrant be construed to confer upon the holder hereof,  as such, any of the
rights of a  stockholder  of the Company or any right to vote,  give or withhold
consent to any corporate  action  (whether any  reorganization,  issue of stock,
reclassification  of stock,  consolidation,  merger,  conveyance or  otherwise),
receive  notice of  meetings,  receive  dividends  or  subscription  rights,  or
otherwise,  prior to the  issuance to the holder of this  Warrant of the Warrant
Shares which he or she is then entitled to receive upon the due exercise of this
Warrant.  Notwithstanding this SECTION 6, the Company will provide the holder of
this Warrant with copies of the same notices and other  information given to the
stockholders of the Company generally, contemporaneously with the giving thereof
to the stockholders.

SECTION 7.        REPRESENTATIONS OF HOLDER.

         The holder of this Warrant,  by the acceptance hereof,  represents that
it is  acquiring  this  Warrant and the  Warrant  Shares for its own account for
investment only and not with a view towards,  or for resale in connection  with,
the public sale or distribution  of this Warrant or the Warrant  Shares,  except
pursuant to sales  registered or exempt from  registration  under the Securities
Act; provided,  however,  that by making the representations  herein, the holder
does not agree to hold this Warrant or any of the Warrant Shares for any minimum
or other specific term and reserves the right to dispose of this Warrant and the
Warrant  Shares at any time in  accordance  with or pursuant  to a  registration
statement  or an  exemption  under  the  Securities  Act  or  rules  promulgated
thereunder. The holder of this Warrant further represents, by acceptance hereof,
that, as of this date,  such holder is an "accredited  investor" as such term is
defined  in Rule  501(a) of  Regulation  D  promulgated  by the  Securities  and
Exchange  Commission under the Securities Act (an "Accredited  Investor").  Upon
exercise of this Warrant, the holder shall, if requested by the Company, confirm
in writing,  in a form  satisfactory to the Company,  that the Warrant Shares so
purchased  are being  acquired  solely for the holder's own account and not as a
nominee  for  any  other  party,  for  investment,  and not  with a view  toward
distribution or resale and that such holder is an Accredited  Investor.  If such
holder  cannot  make  such  representations  because  they  would  be  factually
incorrect,  it shall be a condition  to such  holder's  exercise of this Warrant
that the Company  receive such other  representations  as the Company  considers
reasonably  necessary to assure the Company that the issuance of its  securities
upon  exercise of this  Warrant  shall not  violate  any United  States or state
securities laws.

SECTION 8.        OWNERSHIP AND TRANSFER.

             (a) The Company shall maintain at its principal  executive  offices
(or such other office or agency of the Company as it may  designate by notice to
the holder  hereof),  a register for this  Warrant,  in which the Company  shall


                                       7
<PAGE>

record the name and  address of the person in whose name this  Warrant  has been
issued,  as well as the name and  address of each  transferee.  The  Company may
treat the person in whose name any Warrant is  registered on the register as the
owner and holder  thereof for all  purposes,  notwithstanding  any notice to the
contrary,  but in all events  recognizing  any transfers made in accordance with
the terms of this Warrant.

             (b) This  Warrant and the rights  granted to the holder  hereof are
transferable, in whole or in part, upon surrender of this Warrant, together with
a properly  executed  warrant  power in the form of  EXHIBIT B attached  hereto;
provided,  however,  that any  transfer  or  assignment  shall be subject to the
conditions set forth in SECTION 8(C) below.

             (c) The holder of this  Warrant  understands  that this Warrant has
not been and is not expected to be,  registered  under the Securities Act or any
applicable  securities laws, and may not be offered for sale, sold,  assigned or
transferred unless (a) subsequently  registered  thereunder,  or (b) such holder
shall have delivered to the Company an opinion of counsel, in form and substance
reasonably  acceptable to the Company,  to the effect that the  securities to be
sold, assigned or transferred may be sold,  assigned or transferred  pursuant to
an  exemption  from  such  registration;  provided  that  (i)  any  sale of such
securities made in reliance on Rule 144 promulgated under the Securities Act may
be made only in accordance with the terms of said Rule and further, if said Rule
is not applicable,  any resale of such securities  under  circumstances in which
the seller (or the person  through whom the sale is made) may be deemed to be an
underwriter  (as  that  term is  defined  in the  Securities  Act)  may  require
compliance  with some other exemption under the Securities Act; and (ii) neither
the  Company  nor any other  person is under any  obligation  to  register  this
Warrant under the Securities Act or any state  securities laws or to comply with
the terms and conditions of any exemption thereunder.

             (d) The Company is  obligated  to register  the Warrant  Shares for
resale under the Securities Act pursuant to the  Registration  Rights  Agreement
dated as of event date  herewith  and the initial  holder of this  Warrant  (and
certain assignees thereof) is entitled to the registration  rights in respect of
the Warrant Shares as set forth in such Registration Rights Agreement.

SECTION 9.     PURCHASE RIGHTS; REORGANIZATION, RECLASSIFICATION, CONSOLIDATION
MERGER OR SALE.

             (a) In addition to any adjustments  pursuant to SECTION 3 above, if
at any time the  Company  grants,  issues  or sells  any  Options,  Exchangeable
Securities or rights to purchase stock,  warrants,  securities or other property
pro rata to the  record  holders  of any class of Common  Stock  (the  "Purchase
Rights"),  then the holder of this Warrant will be entitled to acquire, upon the
terms  applicable to such Purchase Rights,  the aggregate  Purchase Rights which
such holder could have  acquired if such holder had held the number of shares of
Common Stock  acquirable  upon  complete  exercise of this  Warrant  immediately
before  the date on which a record is taken for the grant,  issuance  or sale of
such Purchase  Rights,  or, if no such record is taken, the date as of which the
record holders of Common Stock are to be determined for the grant, issue or sale
of such Purchase Rights.

             (b)   Any   recapitalization,   reorganization,   reclassification,
consolidation,  merger, sale of all or substantially all of the Company's assets
to another  Person or other  transaction  which is  effected  in such a way that
holders  of Common  Stock are  entitled  to  receive  (either  directly  or upon
subsequent  liquidation)  stock,  securities  or assets  with  respect  to or in
exchange  for Common Stock is referred to herein as "Organic  Change."  Prior to
the  consummation of any (i) sale of all or  substantially  all of the Company's
assets to an acquiring  Person or (ii) other Organic Change  following which the
Company is not a  surviving  entity,  the  Company  will  secure from the Person
purchasing  such assets or the successor  resulting from such Organic Change (in
each case,  the  "Acquiring  Entity")  written  agreement (in form and substance


                                       8
<PAGE>

satisfactory  to the  holder of this  Warrant)  to deliver  to such  holder,  in
exchange for such  Warrant,  a security of the Acquiring  Entity  evidenced by a
written instrument  substantially  similar in form and substance to this Warrant
and satisfactory to the holder hereof  (including,  an adjusted warrant exercise
price  equal to the value for the Common  Stock  reflected  by the terms of such
consolidation,  merger or sale, and exercisable  for a  corresponding  number of
shares of Common Stock  acquirable and receivable upon exercise of the Warrant).
Prior to the  consummation of any other Organic  Change,  the Company shall make
appropriate provision (in form and substance  satisfactory to the holder of this
Warrant) to insure  that the holder  hereof  will  thereafter  have the right to
acquire and receive in lieu of or in addition to (as the case may be) the shares
of Common Stock  immediately  theretofore  acquirable  and  receivable  upon the
exercise of such holder's  Warrant,  such shares of stock,  securities or assets
that would have been issued or payable in such Organic Change with respect to or
in  exchange  for the  number of shares of Common  Stock  which  would have been
acquirable  and  receivable  upon the exercise of this Warrant as of the date of
such Organic Change (without taking into account any limitations or restrictions
on the exercise ability of this Warrant).

SECTION 10.       LOST, STOLEN, MUTILATED OR DESTROYED WARRANT.

         If this Warrant is lost,  stolen,  mutilated or destroyed,  the Company
shall, on receipt of an indemnification undertaking, issue a new Warrant of like
denomination and tenor as this Warrant so lost, stolen, mutilated or destroyed.

SECTION 11.       NOTICES.

         Any  notices,  consents,  waivers or other  communications  required or
permitted  to be given  under the terms of this  Warrant  must be in writing and
will be  deemed  to have  been  delivered:  (i)  upon  receipt,  when  delivered
personally;  (ii) upon receipt, when sent by facsimile (provided confirmation of
transmission is mechanically or electronically generated and kept on file by the
sending  party);  or (iii) one  business  day after  deposit  with a  nationally
recognized  overnight  delivery service,  in each case properly addressed to the
party to  receive  the  same.  The  addresses  and  facsimile  numbers  for such
communications shall be:

                  If to the Company:

                  ALTAIR NANOTECHNOLOGIES, INC.
                  Dr. William P. Long
                  1725 Sheridan Ave., Suite 140
                  Cody, Wyoming 82414
                  Facsimile: (307) 587-8357

                  Edward Dickinson
                  204 Edison Way
                  Reno, Nevada 89502
                  Facsimile: (775) 856-1619

                  With copies to:

                  Stoel Rives, LLP
                  210 South Main Street
                  Salt Lake City, Utah 84111
                  Attn: Brian G. Lloyd and Bryan T. Allen
                  Facsimile: (801) 578-6999

                                       9
<PAGE>

                  Equity Transfer Services
                  120 Adelaide Street West, Suite 420
                  Toronto, Canada M5H 4C3
                  Attn: Peter Lindeman


                  If to the Buyer:

                  Doral 18, LLC
                  C/O David White
                  2533 Lawndale Ave
                  Evanston IL 60201
                  Telephone : (847) 372-5551
                  Facsimile:         __________
                  Attention: David White

                  With a copy to:

                  David B. Solomon, Esq. and Susan M. Hermann, Esq.
                  Pedersen & Houpt
                  161 N. Clark St.  Suite 3100
                  Chicago, IL 60601
                  (p) (312) 261-2214 and (312) 261-2120
                  (f)  (312) 261-1214 and (312) 261-1120

or to such other address and/or facsimile number and/or to the attention of such
other person as the recipient  party has specified by prior written notice given
to each  other  party  five days  prior to the  effective  date of such  change.
Written  confirmation  of receipt  (A) given by the  recipient  of such  notice,
consent,  waiver or other  communication,  (B)  mechanically  or  electronically
generated by the sender's facsimile machine containing the time, date, recipient
facsimile  number  and an image of the first  page of such  transmission  or (C)
provided  by  a  nationally  recognized  overnight  delivery  service  shall  be
rebuttable evidence of personal service,  receipt by facsimile or receipt from a
nationally  recognized overnight delivery service in accordance with clause (i),
(ii) or (iii) above, respectively.


SECTION 12.       DATE.

         The date of this  Warrant is November 21, 2002.  This  Warrant,  in all
events, shall be wholly void and of no effect after the close of business on the
Expiration Date, except that  notwithstanding  any other provisions  hereof, the
provisions of SECTION 8 shall  continue in full force and effect after such date
as to any Warrant  Shares or other  securities  issued upon the exercise of this
Warrant.

SECTION 13.       AMENDMENT AND WAIVER.

         The  provisions  of this  Warrant  may only be  amended  upon a written
instrument executed by the Company and the holders hereof.

                                       10
<PAGE>

SECTION 14.       DESCRIPTIVE HEADINGS; GOVERNING LAW.

         The descriptive headings of the several Sections and paragraphs of this
Warrant are inserted for  convenience  only and do not constitute a part of this
Warrant.  All questions concerning the construction,  validity,  enforcement and
interpretation  of this Warrant  shall be governed by the  internal  laws of the
State of Illinois, without giving effect to any choice of law or conflict of law
provision or rule (whether of the State of Illinois or any other  jurisdictions)
that would cause the application of the laws of any jurisdictions other than the
State of Illinois.

SECTION 15.       SUCCESSORS AND ASSIGNS.

         This  Warrant  shall be  binding  upon and inure to the  benefit of the
parties and their respective successors and assigns, including any purchasers of
this  Warrant.  The  Company  shall not  assign  this  Warrant  or any rights or
obligations  hereunder  without the prior written  consent of the holder of this
Warrant  other  than  by  operation  of  law  in   connection   with  a  merger,
consolidation, reorganization or similar transaction. The holder of this Warrant
may assign some or all of its rights hereunder to (i) without the consent of the
Company, any person or entity who,  immediately prior to such assignment,  is an
affiliate  of such  holder  (a  "Permitted  Assignee")  and (ii)  with the prior
written  consent  of the  Company,  which  consent  shall  not  be  unreasonably
withheld,  to any person or entity which is not a Permitted Assignee;  provided,
however,  that any such assignment  shall not release the holder of this Warrant
from its  obligations  hereunder  unless  such  obligations  are assumed by such
assignee and the Company has consented to such assignment and assumption,  which
consent  shall not be  unreasonably  withheld.  Notwithstanding  anything to the
contrary  contained  herein,  the holder of this  Warrant  shall be  entitled to
pledge the this Warrant and the shares of Common Stock issuable upon exercise of
this Warrant in connection with a bona fide margin account.

SECTION 16.       LIMITATION ON NUMBER OF WARRANT SHARES.

         The  Company  shall not be  obligated  to issue  more than 19.9% of its
total outstanding shares of Common Stock, determined as of December 15, 2000 (in
a manner consistent with Rule 4350(i)(1)(D) promulgated by the NASD with respect
to the Nasdaq Stock Market),  upon the exercise or conversion of all instruments
and  rights,  including  this  Warrant,  issued  under the  Securities  Purchase
Agreement dated December 15, 2000, the Note  Termination and Issuance  Agreement
dated  December 28, 2001 and the Note Amendment  Agreement  dated as of the date
hereto,  except  that such  limitation  shall  not  apply in the event  that the
Company  obtains the approval of its  stockholders  as required by the Principal
Market (or any successor  rule or  regulation)  for issuances of Common Stock in
excess of such  amount.  Upon the  holder's  request,  the  Company  shall  seek
approval of its  Stockholders at its next annual meeting of Stockholders for the
issuance  of 20% or more of its  Common  Stock.  In the  event  the  Company  is
prohibited  from  issuing  Warrant  Shares as a result of the  operation of this
SECTION 16, upon exercise of the Warrants,  the Company shall  promptly take the
steps  necessary  seek approval of such issuance from its  stockholders  and, if
such  approval is not obtained  within 180 days of the date the Company is first
prohibited  from  issuing  Warrant  Shares as a result of the  operation of this
SECTION 16, redeem for cash those Warrant  Shares which can not be issued,  at a
price equal to the difference  between the last reported sale price (as reported
by Bloomberg)  and the Exercise  Price of such Warrant  Shares as of the date of
the attempted exercise.



                                       11
<PAGE>



                  In witness  whereof,  the Company executes and delivers to the
Holder this Warrant to Purchase  Common Stock (Note  Amendment  Agreement) as of
the date first set forth above.



                                 ALTAIR NANOTECHNOLOGIES, INC.



                                 By:  /s/ William P. Long
                                      ---------------------------------
                                [Name]    William P. Long
                                [Title]   CEO




                                       12
<PAGE>



                                                           EXHIBIT A TO WARRANT
                                                           --------------------

                                SUBSCRIPTION FORM


        TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS WARRANT

                         ALTAIR NANOTECHNOLOGIES, INC.

         The  undersigned   holder  hereby   exercises  the  right  to  purchase
_________________  of the shares of Common  Stock  ("Warrant  Shares") of ALTAIR
NANOTECHNOLOGIES, Inc., a Canadian corporation (the "Company"), evidenced by the
attached  Warrant  (the  "Warrant").  Capitalized  terms  used  herein  and  not
otherwise defined shall have the respective meanings set forth in the Warrant.


         1.  Type of  Warrants.  The  aggregate  number  of  Warrants  exercised
pursuant to this Subscription Form shall be comprised of one (1) Warrant.

         2. Payment of Warrant Exercise Price. The holder has paid in connection
with  this  subscription,  the sum of  $___________________  to the  Company  in
accordance with the terms of the Warrant.

         3. Delivery of Warrant Shares.  The Company shall deliver to the holder
__________ Warrant Shares in accordance with the terms of the Warrant.

Date: _______________ __, ______



   Name of Registered Holder

By:
         -----------------------------------
         Name:
         Title:



                                       13
<PAGE>



1

WARRANTREDORALNOTEAMENDMENTAGREEMENT(7) 11.26.02

                                                           EXHIBIT B TO WARRANT
                                                           --------------------

                              FORM OF WARRANT POWER


FOR  VALUE  RECEIVED,  the  undersigned  does  hereby  assign  and  transfer  to
________________,  Federal Identification No. __________,  a warrant to purchase
____________  shares of the capital  stock of ALTAIR  NANOTECHNOLOGIES,  INC., a
Canadian corporation,  represented by warrant certificate no. _____, standing in
the name of the  undersigned on the books of said  corporation.  The undersigned
does  hereby  irrevocably  constitute  and appoint  ______________,  attorney to
transfer the warrants of said  corporation,  with full power of  substitution in
the premises.


Dated:  _________, ____




                                  ------------------------------------

                                  By:  _____________________________
                                  Its: _____________________________












                                       14