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                            Note Amendment Agreement
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         This Note  Amendment  Agreement (the  "Agreement")  is made and entered
into this 21st day of November 2002, by and among Altair  Nanotechnologies Inc.,
a Canadian  corporation  ("Altair"),  Mineral Recovery  Systems,  Inc., a Nevada
corporation  ("Mineral Recovery Systems"),  Fine Gold Recovery Systems,  Inc., a
Nevada corporation ("Fine Gold"),  Altair  Nanomaterials Inc.  ("Nanomaterials";
collectively  with Altair,  Mineral  Recovery Systems and Fine Gold, the "Altair
Parties"),  and  Doral 18,  LLC,  a Cayman  Islands  limited  liability  company
("Lender").  (Each of the Altair  Parties and Lender are sometimes  individually
referred to as "Party" and collectively referred to as the "Parties").

                                    Recitals:

         WHEREAS,  the Altair Parties and Lender  entered into Note  Termination
and Issuance  Agreement dated December 28, 2001 (the  "Termination  Agreement"),
pursuant to which the Altair Parties issued to Lender a $2,000,000  Secured Term
Note dated December 28, 2001 (as amended, the "Note"); and

         WHEREAS,  Lender  and the Altair  Parties  desire to amend the Note and
cause the Termination  Agreement and other associated  agreements to be amended,
terminated, superseded or ratified, all as set forth herein;

                                   Agreement:

         NOW  THEREFORE,  to that  end  and in  consideration  of the  premises,
covenants and agreements contained herein, and the mutual benefits to be derived
from this Agreement, the Parties agree as follows:

         1.       General Transaction.

                  A. Prepayment and Amendment of Note. At Closing,  Altair shall
issue to Lender  1,500,000  common  shares of Altair (the  "Payment  Shares") in
exchange for a reduction of the principal amount outstanding under the Note from
$2,000,000 to  $1,400,000.  The Note,  as partially  prepaid and amended by this
Agreement,  shall be represented by an Amended and Restated Secured Term Note in
the form attached  hereto as Exhibit A (the  "Amended  Note").  At Closing,  the
Altair  Parties  shall  execute  and deliver to Lender the  Amended  Note.  Upon
execution and delivery of the Amended Note by the Altair Parties to Lender,  the
Note shall, immediately and automatically, be deemed to have been superseded and
terminated by the Amended  Note. At Closing,  Lender shall deliver to the Altair
Parties the original Note marked "Cancelled,"  provided that Lender's failure to
deliver  such  cancelled  Note shall not affect or negate  the  superseding  and
termination  of the Note as set forth in the preceding  sentence.  Lender waives
any and all prepayment  penalties and premiums  that,  but for this waiver,  may
arise as a result of the prepayments and amendments of the Note  contemplated by
this Agreement.

                  B.  Amendment  of Note  and  Pledge  Agreements;  Issuance  of
Warrants.  At Closing,  Altair shall execute and deliver to Lender a Warrant for
750,000 common shares of Altair in the form, and with the terms and  provisions,
attached hereto as Exhibit B (the  "Warrant") in exchange for Lender's  amending
the Note in order to extend the Maturity  Date (as defined in the Note) to March
31, 2004 and to eliminate  certain  restrictive and other covenants,  all as set
forth in the  Amended  Note.  In order to effect  the  foregoing,  Lender  shall
execute and deliver counterparts to the Amended Note at Closing.



<PAGE>

                  C. Registration Rights Agreement.  At Closing,  each of Altair
and  Lender  shall  execute  and  deliver  to the  other a  Registration  Rights
Agreement in the form attached hereto as Exhibit C (the "New Registration Rights
Agreement"). Upon the mutual execution of the New Registration Rights Agreement,
the  Registration  Rights  Agreement  dated  December  28,  2001 (the  "Existing
Registration  Rights Agreement"),  between Altair and Lender, as amended,  shall
immediately  and  automatically  terminate  and  Altair  shall  have no  further
obligation thereunder.

         2.       Closing. The Parties agree to close the transaction  described
in Section 1 of this Agreement (the "Closing") on the date first set forth above
or, if all Parties  agree to a later  Closing or a later date for Closing is set
pursuant to Section 6(C),  such date as is agreed to by all of the Parties or as
is set pursuant to Section 6(C) (the  "Closing  Date").  The Closing  shall take
place at the offices of the manager of Lender at 600 Central Avenue,  Suite 214,
Highland Park,  Illinois 60035 at 10:00 a.m.,  Central Time, on the Closing Date
and shall be effective as of 12:01 a.m. on the Closing Date.

         3.       Representations and Warranties of the Altair Parties. In order
to induce Lender to enter into this Agreement, Altair represents and warrants to
Lender as follows:

                  A. Organization and Qualification.  Each of the Altair Parties
are corporations  duly organized and validly existing in good standing under the
laws of the jurisdiction in which they are incorporated,  and have the requisite
corporate power and  authorization to own their properties and to carry on their
business as now being  conducted.  Each of the Altair Parties are duly qualified
as a  foreign  corporation  to do  business  and is in good  standing  in  every
jurisdiction  in which its  ownership  of property or the nature of the business
conducted by it makes such  qualification  necessary,  except to the extent that
the failure to be so qualified or be in good standing  would not have a Material
Adverse Effect.  As used in this Agreement,  "Material Adverse Effect" means any
material adverse effect on the business, properties, assets, operations, results
or operations,  financial  condition or prospects of any of the Altair  Parties,
taken  as a  whole,  or on  the  transactions  contemplated  hereby  or  by  the
agreements and instruments to be entered into in connection herewith,  or on the
authority  or  ability  of  the  Altair  Parties  to  perform  their  respective
obligations under the Transaction Documents (as defined below).

                  B. Authorization;  Enforcement;  Validity. (i) To the extent a
party to such agreements, each of the Altair Parties has the requisite corporate
power and authority to enter into and perform this Agreement,  the Amended Note,
the  Warrant,  the New  Registration  Rights  Agreement  and  each of the  other
agreements   entered  into  by  the  Altair  Parties  in  connection   with  the
transactions  contemplated  by this Agreement  (collectively,  the  "Transaction
Documents"), and Altair has the requisite corporate power and authority to issue
the Payment Shares,  the common shares of Altair issuable upon conversion of the
Note (the "Note  Shares"),  and the common  shares of Altair  issuable  upon the
exercise of the Warrant (the "Warrant Shares");  (ii) the execution and delivery
of the Transaction Documents by each of the Altair Parties to the extent a party
to such agreement and the consummation of the transactions  contemplated  hereby
and  thereby  have been duly  authorized  by Board of  Directors  of each of the
Altair Parties and no further consent or authorization is required by the Altair
Parties or their  respective  Boards of  Directors  or  stockholders;  (iii) the
Transaction  Documents  have been duly  executed  and  delivered  by each of the
Altair  Parties;  and (iv) the  Transaction  Documents  constitute the valid and
binding  obligations  of the Altair  Parties to extent  they are a party to such
agreement  enforceable  against them in accordance  with their terms,  except as
such enforceability may be limited by general principles of equity or applicable
bankruptcy, insolvency, reorganization,  moratorium, liquidation or similar laws
relating to, or affecting  generally,  the enforcement of creditors'  rights and
remedies.  Upon  issuance,  the Amended Note, the Payment Shares and the Warrant
will be validly issued,  fully paid and  non-assessable and free from all taxes,
liens and charges with respect to the issue thereof arising by, through or under
any Altair Party. Upon exercise of the Warrant in accordance with its terms, the
Warrant Shares will be, validly issued,  fully paid and  non-assessable and free


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<PAGE>

from all taxes,  liens and charges with respect to the issue thereof arising by,
through or under any Altair Party,  and upon the exercise of  conversion  rights
accruing under the Note in accordance with their terms, the Note Shares will be,
validly issued, fully paid and non-assessable and free from all taxes, liens and
charges  with  respect to the issue  thereof  arising  by,  through or under any
Altair Party.

                  C.  Capitalization.  As of the  date  hereof,  the  authorized
capital stock of Altair  consists of an unlimited  number of common  shares,  of
which as of the date  hereof,  26,892,106  shares are  issued  and  outstanding,
5,586,559 shares are reserved for issuance pursuant to Altair's stock option and
purchase  plans and 7,300,900  shares are reserved for issuance upon exercise of
outstanding  warrants to purchase common shares.  All of such outstanding shares
have  been,  or upon  issuance  will be,  validly  issued and are fully paid and
nonassessable.

                  D. Conflicts.  The execution,  delivery and performance of the
Transaction  Documents by Altair and the  consummation  by the Altair Parties of
the transactions contemplated hereby and thereby (including, without limitation,
the reservation for issuance and issuance of the shares issuable hereunder) will
not (i) result in a violation of the Certificate of Incorporation or the By-laws
of any of the Altair  Parties or (ii) conflict with, or constitute a default (or
an event  which  with  notice or lapse of time or both  would  become a default)
under, or give to others any rights of termination,  amendment,  acceleration or
cancellation of, any material agreement, indenture or instrument to which any of
the Altair  Parties  are a Party,  or result in a  violation  of any law,  rule,
regulation,  order,  judgment or decree (including  federal and state securities
laws and  regulations)  applicable to any of the Altair  Parties or by which any
property or asset of any of the Altair Parties are bound or affected.

                  E.  Absence  of   Litigation.   There  is  no  action,   suit,
proceeding,  inquiry  or  investigation  before or by any court,  public  board,
government  agency,  self-regulatory  organization  or body  pending  or, to the
knowledge of any of the Altair Parties,  threatened  against or affecting any of
the Altair Parties, the common shares or any of the officers or directors of any
of the Altair Parties in their capacities as such.


         4.       Representations  and  Warranties  of  Lender.   Lender  hereby
represents and warrants to the Altair Parties that:

                  A. Organization and Qualification. Lender is limited liability
company duly  organized and validly  existing in good standing under the laws of
the jurisdiction in which it is organized,  and has the requisite  company power
and  authorization  to own its  properties  and to carry on its  business as now
being  conducted.  Lender is duly qualified as a foreign  company to do business
and is in good standing in every jurisdiction in which its ownership of property
or  the  nature  of  the  business  conducted  by it  makes  such  qualification
necessary,  except to the extent  that the failure to be so  qualified  or be in
good standing would not have a Material Adverse Effect.

                  B. Authorization;  Enforcement;  Validity.  (i) Lender has the
requisite  company  power and  authority  to enter into and perform  each of the
Transaction Documents to which it is a Party in accordance with the terms hereof
and thereof;  (ii) the  execution and delivery of the  Transaction  Documents to
which Lender is a Party by Lender and the consummation by it of the transactions
contemplated hereby and thereby have been duly authorized and no further consent
or authorization  is required by Lender,  any manager of Lender or any member of
Lender;  (iii) the  Transaction  Documents  to which Lender is a Party have been
duly executed and  delivered by Lender;  and (iv) the  Transaction  Documents to
which Lender is a Party  constitute  the valid and binding  obligation of Lender
enforceable  against  Lender in  accordance  with  their  terms,  except as such


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<PAGE>

enforceability  may be  limited by general  principles  of equity or  applicable
bankruptcy, insolvency, reorganization,  moratorium, liquidation or similar laws
relating to, or affecting  generally,  the enforcement of creditors'  rights and
remedies.

                  C.  Absence  of   Litigation.   There  is  no  action,   suit,
proceeding,  inquiry  or  investigation  before or by any court,  public  board,
government  agency,  self-regulatory  organization  or body  pending  or, to the
knowledge of Lender,  threatened  against or affecting Lender or any of Lender's
managers or members in their capacities as such.

                  D. Investment Representations.

                     (i) Investment Purpose. Lender is acquiring the
Amended Note, the Purchase Shares,
the  Warrant,  the  Note  Shares  and  the  Warrant  Shares  (collectively,  the
"Securities") as principal, for its own account for investment only and not with
a  view  towards,  or  for  resale  in  connection  with,  the  public  sale  or
distribution thereof,  except pursuant to sales registered or exempted under the
1933 Act.

                     (ii) Investor Status. Lender is an "accredited investor" as
that term is defined in Rule 501(a) of Regulation D  promulgated  under the 1933
Act.

                     (iii) Reliance on Exemptions.  Lender  understands that the
Securities  are being offered and sold to it (and any  securities  terminated or
amended  pursuant to the Transaction  Documents are being terminated or amended)
in reliance on specific exemptions from the registration  requirements of United
States federal and state securities laws and that Altair is relying in part upon
the truth and accuracy of, and Lender's  compliance  with, the  representations,
warranties,  agreements,  acknowledgments and understandings of Lender set forth
herein  in  order to  determine  the  availability  of such  exemptions  and the
eligibility of Lender to acquire such Securities.

                     (iv)  Information.  Lender and its  advisors,  if any, have
been  furnished  with all  materials  relating  to the  business,  finances  and
operations of the Altair Parties and materials relating to the offer and sale of
the  Securities  (and the  termination  or  amendment  of any  securities  being
terminated or amended by the Transaction Documents) which have been requested by
Lender.  Lender and its advisors,  if any, have been afforded the opportunity to
ask questions of the Altair  Parties.  Neither such  inquiries nor any other due
diligence  investigations  conducted by Lender or its  advisors,  if any, or its
representatives shall modify, amend or affect Lender's right to rely on Altair's
representations and warranties as set forth herein.  Lender understands that its
investment in the Securities  involves a high degree of risk.  Lender has sought
such accounting,  legal and tax advice as it has considered necessary to make an
informed investment decision with respect to its acquisition of the Securities.

                     (v) No  Governmental  Review.  Lender  understands  that no
United States  federal or state agency or any other  government or  governmental
agency has passed on or made any recommendation or endorsement of the Securities
or the fairness or suitability of the investment in the Securities nor have such
authorities  passed  upon  or  endorsed  the  merits  of  the  offering  of  the
Securities.

                     (vi) Transfer or Resale. Lender understands that: except as
provided in the New Registration  Rights Agreement,  (i) the Securities have not
been and are not being  registered  under  the 1933 Act or any state  securities
laws, and may not be offered for sale, sold,  assigned or transferred unless (A)
subsequently registered thereunder, (B) Lender shall have delivered to Altair an
opinion of counsel,  in a  generally  acceptable  form,  to the effect that such
Securities  to be  sold,  assigned  or  transferred  may be  sold,  assigned  or
transferred  pursuant  to an  exemption  from such  registration,  or (C) Lender
provides Altair with an assurance (which assurance shall be acceptable to Altair
in its reasonable  discretion) that such Securities could then be sold, assigned


                                       4
<PAGE>

or  transferred  pursuant  to Rule  144  promulgated  under  the  1933 Act (or a
successor rule thereto)  ("Rule 144");  (ii) any sale of the Securities  made in
reliance on Rule 144 may be made only in  accordance  with the terms of Rule 144
and further,  if Rule 144 is not applicable,  any resale of the 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 1933 Act) may
require compliance with some other exemption under the 1933 Act or the rules and
regulations of the Securities and Exchange  Commission ("SEC")  thereunder;  and
(iii)  neither  Altair nor any other person is under any  obligation to register
such  Securities  under the 1933 Act or any state  securities  laws or to comply
with the terms and conditions of any exemption thereunder.

                     (vii)  Legends.  Lender  understands  that,  in addition to
other legends as may be required by applicable  securities  laws of the Province
of Ontario, the certificates or other instruments representing the Amended Note,
the Warrant and,  until such time as the sale of the Purchase  Shares,  the Note
Shares and the Warrant Shares (collectively,  the "Shares") have been registered
under the 1933 Act and Altair has received a written commitment from Lender that
all  Shares  will  be  re-sold  in  accordance  with  the  prospectus   delivery
requirements of the 1933 Act, the stock certificates representing the Securities
shall bear a  restrictive  legend in  substantially  the  following  form (and a
stop-transfer order may be placed against transfer of such stock certificates):

         THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
         UNDER THE  SECURITIES  ACT OF 1933,  AS AMENDED,  OR  APPLICABLE  STATE
         SECURITIES  LAWS. THE SECURITIES  HAVE BEEN ACQUIRED FOR INVESTMENT AND
         MAY NOT BE OFFERED  FOR SALE,  SOLD,  TRANSFERRED  OR  ASSIGNED  IN THE
         ABSENCE OF 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 A GENERALLY  ACCEPTABLE  FORM, 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 BY THIS  CERTIFICATE MAY NOT BE OFFERED FOR
         SALE,  SOLD,  TRANSFERRED  OR ASSIGNED TO ANY  RESIDENT OF CANADA ON OR
         BEFORE APRIL 1, 2003.

The  legend  set  forth  above  shall  be  removed,  and  Altair  shall  issue a
certificate without such legend to the holder of the Securities upon which it is
stamped,  if,  unless  otherwise  required by state  securities  laws,  (i) such
Securities  are  contemporaneously  registered  for sale  under the 1933 Act and
Altair  has  received  a written  commitment  that all such  Securities  will be
re-sold in accordance with the prospectus delivery requirements of the 1933 Act,
(ii) in connection with a sale transaction,  such holder provides Altair with an
opinion of counsel, in a generally  acceptable form, to the effect that a public
sale,  assignment or transfer of the Securities may be made without registration
under the 1933  Act,  or (iii)  such  holder  provides  Altair  with  reasonable
assurances that the Securities can be sold pursuant to Rule 144.

                     (vii) Residency. Lender is a resident of and subject to the
securities  laws of Cayman  Islands.  Lender is not, and at no time prior to the
date of this  Agreement has Lender ever been, a resident of the United States of
America or Canada.

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<PAGE>

         5.       Additional Covenants.

                  A. Reporting  Status.  Until the earlier of (i) the date which
is one year after the date as of which Lender may sell all of the Shares without
restriction pursuant to Rule 144(k) promulgated under the 1933 Act (or successor
thereto), or (ii) the date on which (A) Lender shall have sold all of the Shares
and (B) no amounts  under the Amended Note are due and owing (the  "Registration
Period"),  Altair  shall  file all  reports  required  to be filed  with the SEC
pursuant to the  Securities  Exchange Act of 1934,  as amended (the "1934 Act"),
and Altair shall not terminate its status as an issuer  required to file reports
under the 1934 Act even if the 1934 Act would otherwise permit such termination.

                  B.  Limitation  on  Number  of  Shares.  Altair  shall  not be
obligated to issue more than 19.9% of its outstanding common shares,  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),  in connection
with this  Agreement,  upon  exercise  of rights  arising  under the  $7,000,000
Asset-Backed  Exchangeable  Term Note dated  December  15, 2000,  the Note,  the
Amended  Note,  the Warrant,  the Fixed  Warrant (as defined in the  Termination
Agreement),  the Conditional  Warrant (as defined in the Termination  Agreement)
and all other  securities  issued to Lender to date under or in connection  with
the Securities  Purchase  Agreement  dated  December 15, 2000,  the  Termination
Agreement  and this  Agreement  if such  issuance is  prohibited  by the listing
requirements of the principal  market on which the common shares are traded (the
"Principal Market").  The foregoing limitation shall not apply in the event that
Altair  obtains the approval of its  stockholders  as required by the  Principal
Market (or any successor rule or  regulation)  for issuances of common shares in
excess of such amount.

         6.       Conditions Precedent to Closing.

                  A. Conditions Precedent to Obligations of Lender. Lender shall
not be required to close the transactions  contemplated by this Agreement unless
and until:

                     (i) Representations.  The representations and warranties of
the Altair  Parties  contained in this  Agreement  are then true in all material
respects with the same effect as though the  representations  and warranties had
been made at such time  (except for any  representations  and  warranties  which
relate solely to another time).

                     (ii) No Defaults. There are no existing conditions, events,
or acts which constitute a default of any Altair Parties hereunder,  or with the
passing  of time or giving of notice  would  constitute  a default of any Altair
Parties hereunder.

                     (iii) Tender of Closing. The Altair Parties are prepared to
deliver all of the documents, agreements and other items that the Altair Parties
are required to deliver at Closing pursuant to this Agreement.

                  B. Condition's Precedent to Obligations of Lender. None of the
Altair Parties shall be required to close the transactions  contemplated by this
Agreement unless and until:

                     (i) Representations.  The representations and warranties of
Lender  contained in this Agreement are then true in all material  respects with
the same effect as though the  representations  and  warranties had been made at
such time (except for any  representations and warranties which relate solely to
another time).

                     (ii) No Defaults. There are no existing conditions, events,
or acts which constitute a default of Lender  hereunder,  or with the passing of
time or giving of notice would constitute a default of Lender hereunder.

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<PAGE>

                     (iii) Tender of Closing.  Lender is prepared to deliver all
of the  documents,  agreements  and other  items that the Lender is  required to
deliver at Closing pursuant to this Agreement.

                  C. Obligation to Close.  Lender and each of the Altair Parties
shall be required to close the  transactions  contemplated  by this Agreement no
later  than two  business  days  following  (1) the  satisfaction  of all of the
conditions  precedent to such Party's  obligation to close, and (2) receipt from
any other Party hereto of a written demand  requesting  that such Party close as
specified date and time no sooner than two business days  following  delivery of
such demand.  In the event that any Party shall fail to close as provided in the
preceding  sentence,  in addition to any and all  remedies  available  at law or
equity, any nonbreaching Party shall have the option to terminate this Agreement
with  respect  to such  breaching  Party at the close of  business  on such date
without liability to any other Party.

         7.       Miscellaneous Provisions.

                  A. Superseding of 2001 Termination Agreement;  Confirmation of
Collateral Documents; References to Note.

                     (i)  2001  Termination  Agreement.   Effective  as  of  the
Closing, the Termination Agreement shall immediately and automatically terminate
and be of no further force and effect.

                     (ii)    Collateral    Documents;    References   to   Note.
Notwithstanding the superseding and termination of the Note by the Amended Note,
the Amended Note shall be secured by the Security  Agreement  dated December 15,
2000, as the same was amended on August 31, 2000, between Altair  Nanomaterials,
Inc. and Doral 18, LLC (including the Intellectual  Property Security  Agreement
attached  thereto as Exhibit A as the same was amended on August 31, 2000),  the
Stock Pledge Agreement dated December 15, 2000 between Mineral Recovery Systems,
Inc. and Doral 18, LLC as amended to date, and the Stock Pledge  Agreement dated
December 15, 2000,  between Altair  Nanotechnologies  Inc. and Doral 18, LLC, as
amended to date, to the same extent and in the same manner as the Note,  and all
references to the Note in any such security  agreement or stock pledge agreement
shall be deemed to refer to the Amended Note.

                  B.  Governing  Law;  Jurisdiction;  Jury Trial.  All 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 in 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 ANY RIGHT IT MAY HAVE,  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.

                  C.  Counterparts.  This  Agreement may be executed in multiple
identical  counterparts,  all of  which  shall  be  considered  one and the same
agreement and shall become effective when  counterparts have been signed by each


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<PAGE>

Party and  delivered  to the  other  Parties.  A  facsimile  signature  shall be
considered  due execution  and shall be binding upon the signatory  thereto with
the same force and effect as if the signature were an original signature.

                  D.   Headings.   The  headings  of  this   Agreement  are  for
convenience   of   reference   and  shall  not  form  part  of,  or  affect  the
interpretation of, this Agreement.

                  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. Entire Agreement; Amendments. This Agreement supersedes all
other prior oral or written agreements between Lender,  Altair, their affiliates
and persons acting on their behalf with respect to the matters discussed herein,
and this  Agreement and the  instruments  referenced  herein  contain the entire
understanding  of the Parties  with  respect to the matters  covered  herein and
therein. and, except as specifically set forth herein or therein, neither Altair
nor the Lender makes any representation,  warranty, covenant or undertaking with
respect to such  matters.  No provision of this  Agreement  may be amended other
than by an  instrument  in  writing  signed by  Altair  and the  Lender,  and no
provision  hereof may be waived other than by an instrument in writing signed by
the Party against whom enforcement is sought.

                  G.   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 any of the Altair Parties:

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
201 South Main Street , Suite 1100
Salt Lake City, Utah 84111
Attn: Brian G. Lloyd and Bryan T. Allen
Facsimile: (801) 578-6999

                                       8
<PAGE>

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

If to the Lender:

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.

                  H.  Successors and Assigns.  This  Agreement  shall be binding
upon and inure to the benefit of the Parties and their respective successors and
assigns.  No Party may  assign  this  Agreement  or any  rights  or  obligations
hereunder without the prior written consent of the other Parties hereto.

                  I. No 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.

                  J. Publicity.  Each of the Parties hereto shall have the right
to approve  before  issuance any press  releases or any other public  statements
with respect to the transactions  contemplated hereby;  provided,  however, that
the Parties shall each be entitled,  without the prior approval of the other, to
make  any  press  release  or  other  public  disclosure  with  respect  to such
transactions  as is required by applicable  law and  regulations  (although such
Party shall consult the other in connection with any such press release or other
public  disclosure  prior  to its  release  and  shall be  provided  with a copy
thereof).

                  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.

                                       9
<PAGE>

                  L. No Strict 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.


               [intentionally left blank; signature page follows]


                                       10
<PAGE>




         IN WITNESS WHEREOF, Lender and the Altair Parties have caused this Note
Amendment  Agreement  to be duly  executed  and  delivered  as of the date first
written above.


"Lender"

         Doral 18, LLC,
         a Cayman Islands limited liability company


         By: /s/ David White
             ---------------------------------------
                 David White, authorized signatory


"Altair Parties"


         Altair Nanotechnologies Inc.,
           a Canadian corporation

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

         Mineral Recovery Systems, Inc.
         a  Nevada corporation

         By: /s/ William P. Long
             ---------------------------------------
         Its:    V.P.
             ---------------------------------------

         Fine Gold Recovery Systems, Inc.
         a  Nevada corporation

         By: /s/ William P. Long
             ---------------------------------------
         Its:    V.P.
             ---------------------------------------


         Altair Nanomaterials Inc.
         a  Nevada corporation

         By: /s/ Edward Dickinson
             ---------------------------------------
         Its:    Secretary/Treasurer
             ---------------------------------------




                                       11
<PAGE>



                                    EXHIBIT A


                                  AMENDED NOTE


                                 [SEE ATTACHED]



                                       12
<PAGE>



                                    EXHIBIT B


                                    WARRANT

                                 [SEE ATTACHED]



                                       13
<PAGE>



                                    EXHIBIT C


                       NEW REGISTRATION RIGHTS AGREEMENT


                                 [SEE ATTACHED]



                                       14