REGISTRATION RIGHTS AGREEMENT

         This  REGISTRATION  RIGHTS  AGREEMENT (this  "Agreement"),  dated as of
November 21, 2002, is entered into by and between ALTAIR NANOTECHNOLOGIES, INC.,
a Canadian  corporation  (the  "Company"),  and DORAL 18, LLC, a Cayman  Islands
limited liability company (the "Buyer" or "Holder").

                                    RECITALS

         WHEREAS,  in connection  with the Note Amendment  Agreement dated as of
even date  herewith (the  "Amendment  Agreement")  among the parties  hereto and
certain affiliates of the Company,  the parties thereto have agreed, among other
things,  that the Company  shall  issue to the Buyer (i) the Payment  Shares (as
defined in the  Amendment  Agreement),  (ii) the Amended Note (as defined in the
Amendment Agreement), and the Warrant (as defined in the Amendment Agreement).

         WHEREAS,  in connection with the Amendment  Agreement,  the Company and
Doral desire for the Company to file a new  registration  statement  registering
under the Securities Act of 1933, as amended (the "1933 Act"), the common shares
of the Company  ("Common  Shares")  issuable in  connection  with the  Amendment
Agreement  and  certain  instruments  issued  thereunder  and for the Company to
continue  its  registration  of certain  Common  Shares  registered  under prior
registration statements.

                                    AGREEMENT

         NOW,  THEREFORE,  in  consideration  of the  premises  and  the  mutual
covenants  contained  herein  and other  good and  valuable  consideration,  the
receipt and  sufficiency of which are hereby  acknowledged,  the Company and the
Buyer hereby agree as follows:

1.       Definitions.  As used in this Agreement, the following terms shall have
the following meanings:

         A.  "Investor"  means the Buyer,  any permitted  transferee or assignee
thereof to whom Buyer assigns its rights under this  Agreement and who agrees to
become bound by the  provisions of this  Agreement in accordance  with Section 8
and any transferee or assignee  thereof to whom a transferee or assignee assigns
its rights under this Agreement and who agrees to become bound by the provisions
of this Agreement in accordance with Section 8.

         B. "Issuance Date" means the date first set forth above.

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

         D. "Register," "registered," and "registration" refer to a registration
effected  by  preparing  and  filing  one or  more  Registration  Statements  in
compliance  with the 1933 Act and pursuant to Rule 415 under the 1933 Act or any
successor  rule providing for offering  securities on a continuous  basis ("Rule
415"),  and the declaration or ordering of  effectiveness  of such  Registration
Statement(s)  by the United  States  Securities  and  Exchange  Commission  (the
"SEC").

         E. "Registration Period" means the period beginning on the date the New
Registration  Statement  (as  defined in Section  2(A))  becomes  effective  and
continuing  until the earlier of (1) the date as of which the Investors may sell
all of the Registrable  Securities without  restriction  pursuant to Rule 144(k)
promulgated under the 1933 Act (or successor thereto),  or (2) the date on which
the Investors shall have sold all the Registrable Securities; provided, however,

<PAGE>

the  Registration  Period  shall not  include  any  period  between  the date of
occurrence of an event requiring the Company to file a post-effective  amendment
to a Registration  Statement under  governing  securities laws and the date such
post-effective amendment becomes effective.

         F. "Registrable Securities" means the Payment Shares, the Common Shares
issuable upon exercise of conversion rights accruing under the Amended Note, the
Common Shares  issuable upon exercise of the Warrant,  and any shares of capital
stock issued or issuable  with  respect  thereto as a result of any stock split,
stock dividend,  recapitalization,  exchange or similar event or otherwise.  For
purposes of all Sections of the Agreement  other than Section 2(A),  Registrable
Securities  shall  include  all  Common  Shares  that (1) were  included  in the
definition of  "Registrable  Securities" in the  Registration  Rights  Agreement
dated  December 15, 2000  between the Company and the Buyer or were  included in
the definition of "Registrable  Securities" in the Registration Rights Agreement
dated  December 28, 2001  between the Buyer and the  Company,  (2) have not been
re-sold pursuant to a previously filed Registration  Statement,  and (3) are not
eligible for re-sale  without  restriction  pursuant to Rule 144(k)  promulgated
under the 1933 Act.

         G.  "Registration  Statement"  means a  registration  statement  of the
Company  filed under the 1933 Act,  including a  post-effective  amendment  to a
registration statement.

         H. "Securities" means the Registrable Securities.

2.       New Registration.

         A. Mandatory  Registration.  The Company shall prepare, and, as soon as
practicable  but  in  no  event  later  than  December  16,  2002  (the  "Filing
Deadline"),   file  with  the  SEC  a  Registration  Statement  or  Registration
Statements  (as is  necessary)  covering  the  resale of all of the  Registrable
Securities (the "New Registration Statement"). With respect to the Amended Note,
the Company shall register 1.25% times the number of Common Shares that would be
issued with respect to all  Conversion  Rights (as defined in the Amended  Note)
that may accrue  under the Amended  Note if such  Conversion  Rights were all to
have  accrued  and been  exercised  as of the date  hereof.  In  addition to the
Registrable Securities,  the Company may, at its discretion,  register under the
New Registration  Statement the re-sale of any Common Shares  beneficially owned
by other  securityholders of the Company. The Company shall use its best efforts
to have the New Registration  Statement declared effective by the SEC as soon as
practicable,  but  in no  event  later  than  March  16,  2003  (the  "Effective
Deadline").  In the  event  the  New  Registration  Statement  is  not  declared
effective  on or before the  Effective  Deadline,  the Company  shall pay to the
Buyer,  as  liquidated  damages for such  breach,  an amount  equal to 2% of the
outstanding  principal  of the  Amended  Note for each month (pro rated over any
partial months) between the Effective Deadline and the date the New Registration
Statement becomes effective.

         B.  Allocation of Registrable  Securities;  Registration  of Additional
Securities.  The  initial  number  of  Registrable  Securities  included  in any
Registration Statement and each increase in the number of Registrable Securities
included  therein shall be allocated  pro rata among the Investors  based on the
number  of  Registrable  Securities  held by each  Investor  at the time the New
Registration Statement covering such initial number of Registrable Securities or
increase thereof is declared effective by the SEC. In the event that an Investor
sells or otherwise transfers any of such Person's Registrable  Securities,  each
transferee shall be allocated a pro rata portion of the then remaining number of
Registrable   Securities  included  in  such  Registration  Statement  for  such
transferor.  Any shares of Common Stock included in a Registration Statement and
which  remain  allocated  to any  Person  which  ceases to hold any  Registrable
Securities shall be allocated to the remaining Investors,  pro rata based on the
number of Registrable  Securities then held by such Investors.  In the event the
number of shares  of Common  Stock  initially  registered  with  respect  to the


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<PAGE>

Amended Note is insufficient to cover all of the shares of Common Stock issuable
upon exercise of exchange rights that accrue under the Amended Note, the Company
shall (at any time the number of remaining registered shares with respect to the
Amended Note is less than 50,000) file a new Registration  Statement registering
the  additional  shares and use  reasonable  efforts to cause such  registration
statement to become effective as soon as possible.

         C. Legal  Counsel.  The Buyer  shall have the right to select one legal
counsel to review any  prospectus  supplement or  Registration  Statement  filed
pursuant  to Section 2 or 3 ("Legal  Counsel").  The  Company  shall  reasonably
cooperate with Legal Counsel in performing the Company's  obligations under this
Agreement.

         D.  Form  S-3.  To  the  extent   permitted  by  applicable   laws  and
regulations,  the Company shall register the sale of the Registrable  Securities
on Form S-3.

         E. Related Obligations. With respect to the New Registration Statement,
the  Company  shall have the  obligation  to use its best  efforts to effect the
registration  of the  Registrable  Securities  in  accordance  with the intended
method of disposition thereof and, pursuant thereto,  the Company shall have the
following obligations:

                  (i)  The  Company  shall  keep  the   Registration   Statement
effective  pursuant  to Rule 415 at all times  during the  Registration  Period,
which Registration  Statement  (including any amendments or supplements  thereto
and prospectuses  contained therein) shall not contain any untrue statement of a
material fact or omit to state a material fact required to be stated therein, or
necessary to make the statements therein, in light of the circumstances in which
they were made, not misleading.

                  (ii) The  Company  shall  prepare  and file  with the SEC such
amendments   (including   post-effective   amendments)   and  supplements  to  a
Registration   Statement  and  the  prospectus  used  in  connection  with  such
Registration  Statement,  which  prospectus is to be filed  pursuant to Rule 424
promulgated  under the 1933 Act, as may be necessary  to keep such  Registration
Statement  effective at all times during the  Registration  Period,  and, during
such  period,  comply with the  provisions  of the 1933 Act with  respect to the
disposition  of all  Registrable  Securities  of the  Company  covered  by  such
Registration  Statement  until such time as all of such  Registrable  Securities
shall  have  been  disposed  of in  accordance  with  the  intended  methods  of
disposition by the seller or sellers  thereof as set forth in such  Registration
Statement. In the case of amendments and supplements to a Registration Statement
which are  required  to be filed  pursuant  to this  Agreement  by reason of the
Company  filing a report on Form  10-K,  Form 10-Q or Form 8-K or any  analogous
report under the  Securities  Exchange Act of 1934, as amended (the "1934 Act"),
the Company shall file such  amendments or supplements  with the SEC within five
(5)  business  days of the day on the same day on which  the 1934 Act  report is
filed which created the  requirement  for the Company to amend or supplement the
Registration Statement.

                  (iii) The Company  shall  permit  Legal  Counsel to review and
comment upon a Registration Statement and all amendments and supplements thereto
at least  two (2) days  prior to the date  the  Company  proposes  to file  such
documents with the SEC. The Company shall not submit a request for  acceleration
of the effectiveness of a Registration  Statement or any amendment or supplement
thereto  without at least 24 hours prior  notice to the  Investor  and its Legal
Counsel.  The  Company  shall  furnish  to  Legal  Counsel,  without  charge  to
Investors, (i) copies of any correspondence from the SEC or the staff of the SEC
to the Company or its  representatives  relating to any Registration  Statement,
(ii) promptly after the same is prepared and filed with the SEC, one copy of any
Registration  Statement  and  any  amendment(s)  thereto,  and  (iii)  upon  the
effectiveness of any Registration Statement, one copy of the prospectus included
in such Registration Statement and all amendments and supplements thereto.

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<PAGE>

                  (iv)  The  Company  shall  furnish  to  each  Investor   whose
Securities are included in any Registration  Statement,  without charge,  (i) if
requested by the  Investor,  promptly  after the same is prepared and filed with
the SEC, at least one copy of such  Registration  Statement and any amendment(s)
thereto, (ii) upon the effectiveness of any Registration Statement,  one copy of
the prospectus  included in such  Registration  Statement and all amendments and
supplements  thereto  (or such  other  number  of copies  as such  Investor  may
reasonably  request)  and (iii) such other  documents,  including  copies of any
preliminary or final  prospectus,  as such Investor may reasonably  request from
time  to  time  in  order  to  facilitate  the  disposition  of the  Registrable
Securities owned by such Investor.

                  (v) The Company shall (a) register and qualify the  Securities
covered by a Registration  Statement  under such other  securities or "blue sky"
laws of such jurisdictions as Legal Counsel or any Investor reasonably requests,
(b)  prepare  and  file  in  those  jurisdictions,  such  amendments  (including
post-effective   amendments)   and   supplements  to  such   registrations   and
qualifications as may be necessary to maintain the effectiveness  thereof during
the  Registration  Period,  (c) take such other  actions as may be  necessary to
maintain such registrations and qualifications in effect at all times during the
Registration  Period,  and (d) take all other  actions  reasonably  necessary or
advisable to qualify the Registrable  Securities for sale in such jurisdictions;
provided,  however, the Company shall not be obligated to effect, or to take any
action to  effect,  any such  registration  or  qualification  pursuant  to this
paragraph in any particular  jurisdiction in which the Company would be required
to  execute  a  general   consent  to  service  of  process  in  effecting  such
registration,  qualification,  or  compliance,  unless  the  Company  is already
subject to service in such  jurisdiction  and except as may be  required  by the
Securities Act;

                  (vi) The Company  shall  promptly  notify Legal Counsel of the
receipt by the Company of any notification with respect to the suspension of the
registration  or  qualification  of any of the  Registrable  Securities for sale
under the  securities or "blue sky" laws of any  jurisdiction  or its receipt of
actual  notice of the  initiation  or  threatening  of any  proceeding  for such
purpose.

                  (vii) As promptly as practicable  after becoming aware of such
event (but in no event  later than one  business  day  thereafter),  the Company
shall notify Legal Counsel and Buyer in writing of the happening of any event as
a result of which the prospectus included in a Registration  Statement,  as then
in effect,  includes an untrue statement of a material fact or omission to state
a  material  fact  required  to be  stated  therein  or  necessary  to make  the
statements  therein,  in light of the circumstances  under which they were made,
not  misleading,  and  promptly  prepare  a  supplement  or  amendment  to  such
Registration Statement to correct such untrue statement or omission, and deliver
one (1) copy of such  supplement or amendment to Legal Counsel and each Investor
(or such  other  number  of  copies as Legal  Counsel  or Buyer  may  reasonably
request).  The Company  shall also  promptly  notify Legal  Counsel and Buyer in
writing (A) when a prospectus or any  prospectus  supplement  or  post-effective
amendment   has  been  filed,   and  when  a   Registration   Statement  or  any
post-effective   amendment   has   become   effective   (notification   of  such
effectiveness  shall be delivered to Legal Counsel and Buyer by facsimile on the
same day of such effectiveness and by overnight mail), (B) of any request by the
SEC for  amendments  or  supplements  to a  Registration  Statement  or  related
prospectus  or  related  information,   and  (C)  of  the  Company's  reasonable
determination that a post-effective  amendment to a Registration Statement would
be appropriate.

                  (viii) The Company  shall use its best  efforts to prevent the
issuance  of  any  stop  order  or  other   suspension  of  effectiveness  of  a
Registration  Statement,  or the suspension of the  qualification  of any of the
Securities for sale in any  jurisdiction  and, if such an order or suspension is
issued,  to obtain the  withdrawal  of such order or  suspension at the earliest
possible moment and to notify Legal Counsel and Buyer who holds Securities being
sold of the issuance of such order and the resolution  thereof or its receipt of
actual notice of the initiation or threat of any proceeding for such purpose.

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<PAGE>

                  (ix)  Prior  to the  effective  date of the  New  Registration
Statement,  the Company shall make available for inspection by (A) any Investor,
(B) Legal Counsel and (C) one firm of  accountants  or other agents  retained by
the  Investors   (collectively,   the  "Inspectors")  all  reasonably  pertinent
financial and other records, and pertinent corporate documents and properties of
the  Company  (collectively,  the  "Records"),  as  shall be  reasonably  deemed
necessary by each  Inspector,  and cause the Company's  officers,  directors and
employees to supply all information which any Inspector may reasonably  request;
provided, however, that each Inspector shall hold in strict confidence and shall
not make any  disclosure  (except to an  Investor) or use of any Record or other
information which the Company  determines in good faith to be confidential,  and
of which determination the Inspectors are so notified, unless (y) the release of
such Records is ordered  pursuant to a final,  non-appealable  subpoena or order
from  a  court  or  government  body  of  competent  jurisdiction,  or  (z)  the
information  in such  Records has been made  generally  available  to the public
other than by  disclosure  in violation of this or any other  agreement of which
the Inspector has knowledge.  Each Investor agrees that it shall,  upon learning
that disclosure of such Records is sought in or by a court or governmental  body
of competent  jurisdiction  or through  other means,  give prompt  notice to the
Company and allow the Company, at its expense,  to undertake  appropriate action
to prevent  disclosure  of, or to obtain a  protective  order for,  the  Records
deemed confidential.

                  (x) The  Company  shall  hold in  confidence  and not make any
disclosure of information  concerning an Investor provided to the Company unless
(A) disclosure of such  information is necessary to comply with federal or state
securities laws, (B) the disclosure of such information is necessary to avoid or
correct a  misstatement  or  omission  in any  Registration  Statement,  (C) the
release of such  information  is ordered  pursuant to a subpoena or other final,
non-appealable   order  from  a  court  or   governmental   body  of   competent
jurisdiction,  or (D) such information has been made generally  available to the
public other than by  disclosure  in  violation  of this  Agreement or any other
agreement.  The Company agrees that it shall,  upon learning that  disclosure of
such  information  concerning  an  Investor  is  sought  in  or  by a  court  or
governmental body of competent  jurisdiction or through other means, give prompt
written  notice to such  Investor  and allow such  Investor,  at the  Investor's
expense, to undertake  appropriate action to prevent disclosure of, or to obtain
a protective order for, such information.

                  (xi) The Company  shall cause all the  Registrable  Securities
covered by a Registration  Statement to be listed on each securities exchange on
which  securities  of the same class or series  issued by the  Company  are then
listed, if any, if the listing of such Registrable  Securities is then permitted
under the rules of such exchange. The Company shall pay all fees and expenses in
connection with satisfying its obligation under this Section.

                  (xii) The Company shall  cooperate with the Investors who hold
Registrable  Securities  being offered to facilitate the timely  preparation and
delivery of certificates representing the Securities to be offered pursuant to a
Registration  Statement and enable such certificates to be in such denominations
or amounts,  as the case may be, as the  Investors  may  reasonably  request and
registered in such names as the Investors may request.

                  (xiii) If  requested  by an  Investor,  the Company  shall (A)
immediately  incorporate in a prospectus supplement or post-effective  amendment
such  information  as an Investor  reasonably  requests  to be included  therein
relating  to  the  sale  and  distribution  of  Securities,  including,  without
limitation,  information  with respect to the number of Securities being offered
or sold,  the  purchase  price  being paid  therefor  and any other terms of the
offering of the  Securities;  (B) make all required  filings of such  prospectus
supplement or post-effective  amendment as soon as notified of the matters to be
incorporated  in  such  prospectus  supplement,   post-effective   amendment  or
prospectus supplement; and (C) supplement or make amendments to any Registration
Statement if reasonably requested by a Holder of such Securities.

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<PAGE>

                  (xiv)  The  Company  shall  make  generally  available  to its
security  Holders as soon as  practicable,  but not later than 90 days after the
close of the period covered  thereby,  an earnings  statement (in form complying
with the  provisions  of Rule 158 under the 1933 Act)  covering  a  twelve-month
period  beginning not later than the first day of the Company's  fiscal  quarter
next following the effective date of the Registration Statement.

                  (xv) The  Company  shall  otherwise  use its best  efforts  to
comply with all applicable  rules and  regulations of the SEC in connection with
any registration hereunder.

                  (xvi)  Within two (2)  business  days  after the  Registration
Statement  which includes the  Securities is declared  effective by the SEC, the
Company shall deliver, and shall cause legal counsel for the Company to deliver,
to the transfer agent for such  Securities  (with copies to the Investors  whose
Securities are included in such  Registration  Statement)  confirmation that the
Registration Statement has been declared effective by the SEC.

                  (xvii) 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 during the Registration Period.

4.       Obligations Regarding Registration of Shares.

         A. Provide  Information.  At least five (5) business  days prior to the
first  anticipated  filing date of the New Registration  Statement,  the Company
shall notify each Investor in writing of the  information  the Company  requires
from each such Investor if such Investor  elects to have any of such  Investor's
Securities  included  in such  Registration  Statement.  It shall be a condition
precedent  to the  obligations  of the  Company  to  complete  the  registration
pursuant  to this  Agreement  with  respect to the  Securities  of a  particular
Investor  that such  Investor  shall  furnish to the  Company  such  information
regarding  itself,  the  Securities  held  by it  and  the  intended  method  of
disposition  of the  Securities  held by it as shall be  reasonably  required to
effect the  registration  of such Securities and shall execute such documents in
connection with such registration as the Company may reasonably request.

         B.  Cooperate.  Each  Investor,  by such  Investor's  acceptance of the
Securities,  agrees to cooperate with the Company as reasonably requested by the
Company  in  connection  with the  preparation  and  filing of any  Registration
Statement or prospectus supplement hereunder,  unless such Investor has notified
the  Company in  writing  of such  Investor's  election  to exclude  all of such
Investor's Securities from such Registration Statement.

         C. Discontinue Selling.  Each Investor agrees that, upon receipt of any
notice from the Company of the  happening of any event of the kind  described in
Section 3(E)(vi) or the first sentence of Section 3(E)(vii),  such Investor will
use its best  efforts  to  immediately  discontinue  disposition  of  Securities
pursuant to any  Registration  Statement(s)  covering such Securities until such
Investor's  receipt of the  copies of the  supplemented  or  amended  prospectus
contemplated  by Section  3(E)(vi) or the first  sentence of Section  3(E)(vii).
Notwithstanding  anything to the contrary,  the Company shall cause its transfer
agent to  deliver  unlegended  shares  of  Common  Stock to a  transferee  of an
Investor in  accordance  with the terms of the  Amended  Note and the Warrant in
connection  with any sale of  Securities  with  respect to which an Investor has
entered into a contract for sale (subject to the Investor's obligation to comply
with the prospectus  delivery  requirements  of the 1933 Act in connection  with
such sale) prior to the  Investor's  receipt of a notice from the Company of the
happening of any event of the kind  described  in Section  3(E)(vi) or the first
sentence of Section 3(e)(vi) and for which the Investor has not yet settled.

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<PAGE>

5.       Indemnification.

         A. Indemnification by Company. In the event any Securities are included
in a Registration Statement under this Agreement:

                  (i) To the fullest extent  permitted by law, the Company will,
and hereby does,  indemnify,  hold  harmless and defend each  Investor who holds
such  Securities,  the  directors,   officers,   partners,   employees,  agents,
representatives  of, and each person,  if any, who controls any Investor  within
the  meaning of the 1933 Act or the 1934 Act (each,  an  "Indemnified  Person"),
against any losses, claims, damages,  liabilities,  judgments, fines, penalties,
charges, costs,  attorneys' fees, amounts paid in settlement or expenses,  joint
or several,  (collectively,  "Claims")  incurred in investigating,  preparing or
defending any action, claim, suit, inquiry, proceeding,  investigation or appeal
taken from the foregoing by or before any court or governmental,  administrative
or other  regulatory  agency,  body or the SEC,  whether  pending or  threatened
("Indemnified Damages"), to which any of them may become subject insofar as such
Claims (or actions or proceedings,  whether commenced or threatened,  in respect
thereof)  arise out of or are based upon:  (A) any untrue  statement  or alleged
untrue  statement  of a  material  fact  in the  Registration  Statement  or any
post-effective  amendment  thereto or in any filing made in connection  with the
qualification  of the offering  under the securities or other "blue sky" laws of
any  jurisdiction  in which  Securities are offered ("Blue Sky Filing"),  or the
omission  or alleged  omission  to state a material  fact  required to be stated
therein or  necessary to make the  statements  therein not  misleading,  (B) any
untrue statement or alleged untrue statement of a material fact contained in any
preliminary  prospectus if used prior to the effective date of such Registration
Statement, or contained in the final prospectus (as amended or supplemented,  if
the Company files any amendment  thereof or supplement  thereto with the SEC) or
the omission or alleged omission to state therein any material fact necessary to
make the statements made therein,  in light of the circumstances under which the
statements  therein  were made,  not  misleading,  (C) any  violation or alleged
violation  by the  Company  of the  1933  Act,  the 1934  Act,  any  other  law,
including,  without  limitation,  any  state  securities  law,  or any  rule  or
regulation  thereunder  relating to the offer or sale of the Securities pursuant
to the  Registration  Statement or (D) any material  violation of this Agreement
(the  matters in the  foregoing  clauses (A)  through  (D) being,  collectively,
"Violations").

                  (ii) The Company  shall  reimburse  the  Indemnified  Persons,
promptly as such  expenses are  incurred and are due and payable,  for any legal
fees  or  other  reasonable   expenses  incurred  by  them  in  connection  with
investigating  or  defending  any such  Claim.  Notwithstanding  anything to the
contrary  contained  herein,  the  indemnification  agreement  contained in this
Section 5(A)(i) (A) shall not apply to a Claim by an Indemnified  Person arising
out of or based upon a Violation which occurs in reliance upon and in conformity
with information  furnished in writing to the Company by such Indemnified Person
expressly  for  use in  connection  with  the  preparation  of the  Registration
Statement  or  any  such  amendment  thereof  or  supplement  thereto,  if  such
prospectus was timely made available by the Company; (ii) shall not be available
to the extent such Claim is based on a failure of the  Investor to deliver or to
cause to be delivered the prospectus or any amendment or supplement thereto made
available  by the  Company;  and  (iii)  shall  not  apply  to  amounts  paid in
settlement of any Claim if such settlement is effected without the prior written
consent of the Company, which consent shall not be unreasonably  withheld.  Such
indemnity shall remain in full force and effect  regardless of any investigation
made by or on behalf of the Indemnified Person and shall survive the transfer of
the Securities by the Investors in compliance with this Agreement and applicable
law.

         B. Indemnification By Investors.

                  (i) In connection with any Registration  Statement in which an
Investor  is  participating,  each such  Investor  agrees to  severally  and not
jointly indemnify,  hold harmless and defend, to the same extent and in the same
manner as is set forth in Section 5(A)(i),  the Company,  each of its directors,
each of its officers who signs the Registration Statement,  each Person, if any,
who  controls  the  Company  within the  meaning of the 1933 Act or the 1934 Act
(collectively and together with an Indemnified Person, an "Indemnified  Party"),


                                       7
<PAGE>

against  any  Claim  or  Indemnified  Damages  to which  any of them may  become
subject, under the 1933 Act, the 1934 Act or otherwise, insofar as such Claim or
Indemnified  Damages arise out of or are based upon any Violation,  in each case
to the extent,  and only to the extent,  that such Violation  occurs in reliance
upon and in conformity with written information furnished to the Company by such
Investor expressly for use in connection with such Registration Statement.

         (ii)  Such  Investor  will   reimburse  any  legal  or  other  expenses
reasonably incurred by any Indemnified Party in connection with investigating or
defending  any such  Claim;  provided,  however,  that the  indemnity  agreement
contained in this Section 5(B) and the  agreement  with respect to  contribution
contained  in Section 6 shall not apply to  amounts  paid in  settlement  of any
Claim if such  settlement is effected  without the prior written consent of such
Investor, which consent shall not be unreasonably withheld. Such indemnity shall
remain in full force and effect  regardless of any  investigation  made by or on
behalf  of  such  Indemnified  Party  and  shall  survive  the  transfer  of the
Securities by the Investors.  Notwithstanding anything to the contrary contained
herein, the  indemnification  agreement contained in this Section 5 with respect
to any prospectus shall not inure to the benefit of any Indemnified Party if the
untrue  statement or omission of material fact  contained in the  prospectus was
corrected on a timely basis in the prospectus, as then amended or supplemented.

         C. Mechanics of Indemnification.

                  (i)  Promptly  after  receipt  by  an  Indemnified  Person  or
Indemnified  Party  under this  Section 5 of notice of the  commencement  of any
action or proceeding (including any governmental action or proceeding) involving
a Claim,  such  Indemnified  Person or  Indemnified  Party shall,  if a Claim in
respect thereof is to be made against any indemnifying  party under this Section
5,  deliver  to the  indemnifying  party a written  notice  of the  commencement
thereof, and the indemnifying party shall have the right to participate in, and,
to the  extent  the  indemnifying  party so  desires,  jointly  with  any  other
indemnifying party similarly  noticed,  to assume control of the defense thereof
with counsel mutually satisfactory to the indemnifying party and the Indemnified
Person or the Indemnified Party, as the case may be; provided,  however, that an
Indemnified  Person or Indemnified  Party shall have the right to retain its own
counsel with the fees and expenses to be paid by the indemnifying  party, if, in
the  reasonable  opinion of counsel  retained  by the  indemnifying  party,  the
representation  by such counsel of the Indemnified  Person or Indemnified  Party
and the  indemnifying  party would be  inappropriate  due to actual or potential
differing interests between such Indemnified Person or Indemnified Party and any
other party  represented  by such counsel in such  proceeding.  The  Indemnified
Party or Indemnified Person shall cooperate fully with the indemnifying party in
connection  with any  negotiation  or defense of any such action or claim by the
indemnifying  party and shall furnish to the indemnifying  party all information
reasonably  available  to the  Indemnified  Party or  Indemnified  Person  which
relates  to such  action  or  claim.  The  indemnifying  party  shall  keep  the
Indemnified  Party or  Indemnified  Person fully apprised at all times as to the
status of the defense or any settlement  negotiations  with respect thereto.  No
indemnifying  party shall be liable for any  settlement of any action,  claim or
proceeding  effected without its written consent,  provided,  however,  that the
indemnifying  party shall not  unreasonably  withhold,  delay or  condition  its
consent.  No  indemnifying  party shall,  without the consent of the Indemnified
Party or Indemnified Person,  consent to entry of any judgment or enter into any
settlement or other compromise  which does not include as an unconditional  term
thereof the giving by the  claimant or plaintiff  to such  Indemnified  Party or
Indemnified  Person of a release from all  liability in respect to such claim or
litigation.   Following   indemnification   as  provided  for   hereunder,   the
indemnifying party shall be subrogated to all rights of the Indemnified Party or
Indemnified  Person with  respect to all third  parties,  firms or  corporations
relating to the matter for which  indemnification  has been made. The failure to
deliver written notice to the indemnifying party within a reasonable time of the
commencement of any such action shall not relieve such indemnifying party of any
liability to the Indemnified  Person or Indemnified  Party under this Section 5,
except to the extent that the indemnifying party is prejudiced in its ability to
defend such action.

                                       8
<PAGE>

                  (ii) The  indemnification  required by this Section 5 shall be
made by  periodic  payments  of the  amount  thereof  during  the  course of the
investigation or defense,  as and when bills are received or Indemnified Damages
are incurred.

                  (iii) The indemnity  agreements  contained  herein shall be in
addition to (A) any cause of action or similar right of the Indemnified Party or
Indemnified  Person  against  the  indemnifying  party  or  others,  and (B) any
liabilities the indemnifying party may be subject to pursuant to the law.

6. Contribution.  To the extent any  indemnification by an indemnifying party is
prohibited or limited by law, the indemnifying  party agrees to make the maximum
contribution  with respect to any amounts for which it would otherwise be liable
under Section 5 to the fullest extent permitted by law; provided, however, that:
(i) no seller of Securities guilty of fraudulent  misrepresentation  (within the
meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from
any seller of Securities who was not guilty of fraudulent misrepresentation; and
(ii)  contribution by any seller of Securities shall be limited in amount to the
net amount of proceeds  received by such seller from the sale of such Securities
pursuant to the Registration Statement.

7. Reports Under the 1934 Act. With a view to making  available to the Investors
the  benefits of Rule 144  promulgated  under the 1933 Act or any other  similar
rule or  regulation of the SEC that may at any time permit the Investors to sell
securities of the Company to the public without  registration  ("Rule 144"), the
Company agrees to, during the Registration Period:

         A.  make and keep  public  information  available,  as those  terms are
understood and defined in Rule 144;

         B.  timely  file with the SEC in a timely  manner all reports and other
documents  required  of the  Company  under the 1933 Act and the 1934 Act to the
extent  the filing of such  reports  and other  documents  is  required  for the
applicable provisions of Rule 144; and

         C. furnish to each Investor so long as such  Investor owns  Securities,
promptly  upon  request,  (i) a written  statement  by the  Company  that it has
complied with the reporting  requirements of Rule 144, the 1933 Act and the 1934
Act,  (ii) a copy of the most recent  annual or quarterly  report of the Company
and such other  reports and  documents so filed by the  Company,  and (iii) such
other information as may be reasonably requested to permit the investors to sell
such securities pursuant to Rule 144 without registration.

8.       Assignment  of  Registration  Rights.  The rights under this  Agreement
shall be  automatically  assignable by the Investors to any transferee of all or
any  portion  of the  Securities  if the  Investor  agrees in  writing  with the
transferee  or assignee  to assign  such  rights and the  Company  is,  within a
reasonable time after such transfer or assignment, furnished with written notice
of (A)  the  name  and  address  of such  transferee  or  assignee,  and (B) the
securities with respect to which such registration  rights are being transferred
or  assigned,  provided  that  further  disposition  of such  securities  by the
transferee  or assignee  shall be restricted  under the 1933 Act and  applicable
state  securities  laws, and the transferee or assignee shall be bound by all of
the provisions contained herein. Notwithstanding the foregoing, the rights under
this Agreement shall not be assignable if the value of Securities to be assigned
is less than $1,000,000 at the time of such assignment.

                                       9
<PAGE>

9. Amendment of Registration Rights. Provisions of this Agreement may be amended
and the observance  thereof may be waived  (either  generally or in a particular
instance  and either  retroactively  or  prospectively),  only with the  written
consent of the Company and Investors who then hold  two-thirds  (66-2/3%) of the
voting power of the  Securities.  Any amendment or waiver effected in accordance
with this Section 9 shall be binding upon each Investor and the Company. No such
amendment  shall be  effective to the extent that it applies to less than all of
the Holders of the Securities.  No consideration shall be offered or paid to any
Person to amend or consent to a waiver or  modification  of any provision of any
of this Agreement  unless the same  consideration  also is offered to all of the
parties to this Agreement.

10.      Miscellaneous.

         A.  Record  Holder.  A Person is  deemed  to be a Holder of  Securities
whenever such Person owns or is deemed to own of record such Securities.  If the
Company receives conflicting instructions, notices or elections from two or more
Persons  with  respect to the same  Securities,  the Company  shall act upon the
basis of instructions,  notice or election received from the registered owner of
such Securities.

         B.  Notices.  Any notices,  consents,  waivers or other  communications
required or permitted to be given under the terms of this  Agreement  must be in
writing and will be deemed to have been delivered: (i) upon actual receipt, when
delivered personally; (ii) upon actual 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
230 South Rock Blvd., Suite 21
Reno, Nevada 89502
Facsimile: (775) 857-1920

With a copy to:

Stoel Rives, LLP
201 South Main Street - Suite 1100
Salt Lake City, Utah 84111
Attn: Brian G. Lloyd
Facsimile: (801) 578-6999

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

                                       10
<PAGE>

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 at such other address and/or facsimile number and/or to the attention of such
other person as the  recipient  party has  specified by written  notice given to
each other party five days prior to the effectiveness of such change.

         C.  Waiver.  Failure of any party to exercise any right or remedy under
this  Agreement or otherwise,  or delay by a party in  exercising  such right or
remedy, shall not operate as a waiver thereof.

         D. Governing Law; Jurisdiction;  Process. The federal corporate laws of
the Canada shall govern all issues concerning the relative rights of the Company
and its stockholders. All other questions concerning the construction, validity,
enforcement  and  interpretation  of this  Agreement  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.  Each party hereby  irrevocably
submits  to the  non-exclusive  jurisdiction  of the  state and  federal  courts
sitting  within  the  City of  Chicago,  for  the  adjudication  of any  dispute
hereunder or in connection herewith or with any transaction  contemplated hereby
or discussed herein, and hereby irrevocably  waives, and agrees not to assert in
any suit, action or proceeding,  any claim that it is not personally  subject to
the  jurisdiction  of any such court,  that such suit,  action or  proceeding is
brought  in an  inconvenient  forum or that the  venue of such  suit,  action or
proceeding is improper. Each party hereby irrevocably waives personal service of
process  and  consents  to  process  being  served in any such  suit,  action or
proceeding  by  mailing a copy  thereof to such  party at the  address  for such
notices to it under this Agreement and agrees that such service shall constitute
good and sufficient  service of process and notice  thereof.  Nothing  contained
herein  shall be deemed to limit in any way any  right to serve  process  in any
manner permitted by law.

         E. Severability. If any provision of this Agreement shall be invalid or
unenforceable in any jurisdiction, such invalidity or unenforceability shall not
affect the validity or enforceability of the remainder of this Agreement in that
jurisdiction  or the  validity  or  enforceability  of  any  provision  of  this
Agreement in any other jurisdiction.

         F. Jury Trial.  Each party hereby  irrevocably  waives any right it may
have to request, and agrees not to request, a jury trial for the adjudication of
any dispute hereunder or in connection herewith or arising out of this Agreement
or any transaction contemplated hereby.

                                       11
<PAGE>

         G. Entire Agreement.  This Agreement,  the Amendment  Agreement and all
exhibits to the Amendment  Agreement  constitute the entire  agreement among the
parties hereto with respect to the subject matter hereof and thereof.  There are
no  restrictions,  promises,  warranties or  undertakings,  other than those set
forth or referred to herein and therein. This Agreement, the Amendment Agreement
and all exhibits to the Amendment  Agreement  supersede all prior agreements and
understandings  among the  parties  hereto with  respect to the  subject  matter
hereof and thereof.

         H. Assignment. Subject to the requirements of Section 8, this Agreement
shall inure to the benefit of and be binding upon the permitted  successors  and
assigns of each of the parties hereto.

         I.  Headings.  The headings in this  Agreement are for  convenience  of
reference only and shall not limit or otherwise affect the meaning hereof.

         J.   Counterparts.   This   Agreement  may  be  executed  in  identical
counterparts,  each of which shall be deemed an original  but all of which shall
constitute one and the same agreement. A facsimile copy of this Agreement or any
counterpart thereto shall be valid as an original.

         K. Further Assurances.  Each party shall do and perform, or cause to be
done and  performed,  all such  further acts and things,  and shall  execute and
deliver all such other agreements,  certificates,  instruments and documents, as
the other  party may  reasonably  request  in order to carry out the  intent and
accomplish  the  purposes  of  this  Agreement  and  the   consummation  of  the
transactions contemplated hereby.

         J. Determinations.  All consents and other determinations to be made by
the  Investors  pursuant  to this  Agreement  shall  be made,  unless  otherwise
specified in this Agreement,  by Investors holding a majority of the Securities,
determined as if all of the Warrants have been exercised for Securities  without
regard to any limitation on the exercise of the Warrants.

         K. Construction.  The language used in this Agreement will be deemed to
be the  language  chosen by the parties to express  their  mutual  intent and no
rules of strict construction will be applied against any party.

         L. Third  Party  Beneficiaries.  This  Agreement  is  intended  for the
benefit of the parties  hereto and their  respective  permitted  successors  and
assigns, and is not for the benefit of, nor may any provision hereof be enforced
by, any other person.


               [intentionally left blank; signature page follows]


                                       12
<PAGE>




         IN WITNESS WHEREOF,  the parties have caused this  Registration  Rights
Agreement  to be duly  executed  and  delivered  as of day and year first  above
written.


COMPANY:

ALTAIR NANOTECHNOLOGIES, INC.


By: /s/ William P. Long
    ------------------------------------
Name:   William P. Long
      ----------------------------------
Its:    CEO
    ------------------------------------


BUYER:

DORAL 18, LLC


By: /s/ David White
    ------------------------------------
Name:   David White
      ----------------------------------
Its:    Director
     -----------------------------------











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