This Amended and Restated Secured Term Note and any securities to which
Holder hereof is entitled in connection  herewith have not been registered under
the Securities Act of 1933, as amended,  or any applicable state securities acts
and may not be offered, sold, pledged or otherwise disposed of in the absence of
an effective registration statement or an exemption from registration under such
acts.



                     Amended and Restated Secured Term Note

Chicago, Illinois
Amended and Restated as of
November 21, 2002                                    $1,400,000 (U.S.D.)


         FOR  VALUE  RECEIVED,   Altair   Nanotechnologies,   Inc.,  a  Canadian
corporation (the "Company"),  Altair Nanomaterials,  Inc., a Nevada corporation,
Mineral Recovery  Systems,  Inc., a Nevada  corporation,  and Fine Gold Recovery
Systems,   Inc.,  a  Nevada   corporation   (collectively,   the   "Consolidated
Companies"),  hereby jointly and severally  promise to pay to the order of Doral
18,  LLC, a Cayman  Islands  limited  liability  company or  registered  assigns
("Holder")  the  principal  amount of One Million Four Hundred  Thousand  United
States Dollars  ($1,400,000) on or before March 31, 2004 (the "Maturity  Date"),
and to pay  interest  on the unpaid  principal  balance  hereof,  at the rate of
Eleven Percent (11%) per annum from January 1, 2003 (the "Interest  Commencement
Date") until the unpaid  principal  balance becomes due and payable,  whether at
maturity,  upon  acceleration  or upon  prepayment in accordance  with the terms
hereof.  Interest on unpaid  principal  under this Amended and Restated  Secured
Term Note (this  "Note")  shall be computed  on the basis of a 365-day  year and
actual days  elapsed  and shall be payable as provided in Section 2 hereof.  Any
amount of this Note which is not paid when due shall bear  interest  at the rate
of 18% per annum  (prorated  for partial  months)  (rather  than at the rate set
forth above) until the same is paid in full (the amount of such interest payment
may be referred to in this Note as "Default Interest").

         1.  Payment Terms.

             A. Method of Payment of  Principal  and  Interest.  All payments of
principal  and  interest  on this  Note (to the  extent  such  principal  is not
converted into common shares of the Company  ("Common Stock") in accordance with
the terms hereof), shall be made in lawful money of the United States of America
by wire transfer of immediately  available funds as follows:  American  National
Bank and Trust, 120 South LaSalle Street, Chicago, IL 60603, ABA 071000770,  FBO
Doral 18, LLC, A/C  5330299586  or to such other account as Holder may from time
to time  designate by not less than 10 days prior  written  notice in accordance
with the provisions of this Note. Whenever any amount expressed to be due by the
terms of this Note is due on any day  which is not a  Business  Day (as  defined
below),  the same  shall  instead be due on the next  succeeding  day which is a
Business Day and, in the case of any interest payment date which is not the date
on which this Note is paid in full,  the extension of the due date thereof shall
not be taken into account for purposes of determining the amount of interest due
on such date. For purposes of this Note, "Business Day" shall mean any day other
than a  Saturday,  Sunday  or a day on  which  commercial  banks  in the City of
Chicago, Illinois are authorized or required by law or executive order to remain
closed.

             B. Prepayments.  This principal amount owing under this Note may be
prepaid  at any time by the  Consolidated  Companies  but shall be  subject to a
prepayment  penalty  equal  to 5% of the  principal  amount  of the  Note  being
prepaid. Any prepayment of principal by the Consolidated Companies shall be made
in cash and shall be applied as follows:  first,  against outstanding  principal
with  respect to which  Conversion  Rights (as  defined  below) have not accrued



<PAGE>

(thereby reducing, or eliminating, the amount of principal with respect to which
the next accruing Conversion Right will accrue), and second, against amounts due
and  payable  with  respect to which  Conversion  Rights have  accrued  (against
amounts with respect to such Conversion Rights accrued earlier first). By way of
illustration,  if the Company does not make any prepayments  until June 15, 2003
and makes a $294,000  prepayment  on that  date,  the  Conversion  Rights of the
Holder that accrued on March 1, 2003 and June 1, 2003 shall be  unaffected;  the
principal amount with respect to which  Conversion  Rights have not accrued will
be reduced from $840,000 to $560,000,  and no Conversion  Rights shall accrue on
September 1, 2003. By way of a second illustration, if the Company does not make
any prepayments until June 15, 2003, the Holder exercises no accrued  Conversion
Rights,  and the  Company  makes a  $1,176,000  prepayment  on  that  date,  the
principal amount with respect to which  Conversion  Rights have not accrued will
be reduced from $840,000 to zero; the principal amount underlying the Conversion
Right that accrued on March 1, 2003 will be deemed to have been prepaid; and the
Conversion Right that accrued on June 1, 2003 shall be unaffected.

             C.  Payment of  Interest.  The Holder  confirms and agrees that all
interest  accruing under this Note prior to the Interest  Commencement  Date was
paid in full prior to the date first set forth above. Beginning in January 2003,
accrued  interest  shall be paid  monthly  in cash in arrears  within  three (3)
Business  Days of the last day of the calendar  month during which such interest
accrued.

         2.  Conversion.

             A.  Certain  Defined  Terms.  The  following  terms  shall have the
following meanings in the Section 2:

                 (i) "Conversion Price" means the lower of (A) $1.00 and (B) the
product of .70 multiplied by the Market Price.

                 (ii) "converted at the "Conversion  Rate" means being converted
into a number  of  shares  of  Common  Stock  equal to the  quotient  of (a) the
principal amount being converted, divided by (b) the Conversion Price.

                 (iii)  "Conversion  Right"  means a  right  to  convert  unpaid
principal amount into Common Stock that has accrued pursuant to Section 2(B) but
has not been exercised.

                 (iv) "Market  Price" means the average of the closing  price of
the Common Stock (as reported by Bloomberg) for the five (5) trading days ending
on the trading day  immediately  preceding  the date with  respect to which such
determination is made.

                 (v) "New  Registration  Statement"  shall have the  meaning set
forth  in the  Registration  Rights  Agreement  dated as of even  date  herewith
between the Company and the Holder.

                 (v)  "Registration  Date"  shall be the  date  that is six days
after the date the New Registration Statement becomes effective.

             B.  Optional Conversion Right.

                 (i) Subject to Section  1(B),  there shall accrue to the Holder
the right, but not the obligation,  upon timely written notice to the Company in
compliance  with  Section  2(C),  to convert  into shares of Common Stock at the
Conversion  Rate determined as of March 1, 2003 an amount of principal up to the
amount by which the outstanding  principal amount under this Note as of March 1,
2003 exceeds  $1,120,000.  The Conversion Right under this Section 2(B)(i) shall
accrue  on March 1, 2003 and  shall  expire  on 5:00  p.m.  New York Time on the
Maturity Date.



                                       2
<PAGE>

                 (ii) Subject to Section 1(B),  there shall accrue to the Holder
the right, but not the obligation,  upon timely written notice to the Company in
compliance  with  Section  2(C),  to convert  into shares of Common Stock at the
Conversion  Rate  determined as of June 1, 2003 an amount of principal up to the
amount by which the outstanding  principal  amount under this Note as of June 1,
2003 exceeds the sum of (a) $840,000,  and (b) the principal  amount  subject to
all  previously  accrued  Conversion  Rights.  The  Conversion  Right under this
Section  2(B)(ii) shall accrue on June 1, 2003 and shall expire on 5:00 p.m. New
York Time on the Maturity Date.

                 (iii) Subject to Section 1(B), there shall accrue to the Holder
the right, but not the obligation,  upon timely written notice to the Company in
compliance  with  Section  2(C),  to convert  into shares of Common Stock at the
Conversion  Rate determined as of September 1, 2003 an amount of principal up to
the  amount by which the  outstanding  principal  amount  under  this Note as of
September 1, 2003 exceeds the sum of (a) $560,000,  and (b) the principal amount
subject to all previously  accrued Conversion Rights. The Conversion Right under
this  Section  2(B)(iii)  shall  accrue on September 1, 2003 and shall expire on
5:00 p.m. New York Time on the Maturity Date.

                 (iv) Subject to Section 1(B),  there shall accrue to the Holder
the right, but not the obligation,  upon timely written notice to the Company in
compliance  with  Section  2(C),  to convert  into shares of Common Stock at the
Conversion  Rate  determined as of December 1, 2003 an amount of principal up to
the  amount by which the  outstanding  principal  amount  under  this Note as of
December 1, 2003 exceeds the sum of (a) $280,000  and (b) the  principal  amount
subject to all previously  accrued Conversion Rights. The Conversion Right under
this Section  2(B)(iv) shall accrue on December 1, 2003 and shall expire on 5:00
p.m. New York Time on the Maturity Date.

                 (v) Subject to Section  1(B),  there shall accrue to the Holder
the right, but not the obligation,  upon timely written notice to the Company in
compliance  with  Section  2(C),  to convert  into shares of Common Stock at the
Conversion  Rate determined as of March 1, 2004 an amount of principal up to the
amount by which the outstanding  principal amount under this Note as of March 1,
2004 exceeds the principal amount subject to all previously  accrued  Conversion
Rights. The Conversion Right under this Section 2(B)(v) shall accrue on March 1,
2004 and shall expire on 5:00 p.m. New York Time on the Maturity Date.

Notwithstanding  anything to the contrary in this Section 2(B), if on the date a
Conversion  Right would  otherwise  accrue under any subsection of Section 2(B),
the New  Registration  Statement is not yet  effective,  the date the Conversion
Rate is determined  for such  Conversion  Right shall be the  Registration  Date
rather than the date such Conversion Right accrued.

             C. Mechanics of Conversion. The exercise of Conversion Rights under
this Note shall be conducted in the following manner:

                 (i)  Holder's  Delivery  Requirements.  To exercise any accrued
Conversion  Rights on any date (an  "Exchange  Date"),  Holder  hereof shall (A)
transmit by facsimile (or otherwise  deliver),  for receipt on or prior to 11:59
p.m.,  New  York  Time  on such  date,  a copy of a  fully  executed  Notice  of
Conversion in the form attached  hereto as Exhibit A (a "Conversion  Notice") to
the Company.

                 (ii) Company's Response.  Upon receipt by the Company of a copy
of a Conversion  Notice,  the Company  shall as soon as  practicable,  but in no
event later than one (1) Business Day after receipt of such  Conversion  Notice,
send, via  facsimile,  a confirmation  of receipt of such  Conversion  Notice to




                                       3
<PAGE>


Holder and the transfer  agent of the Company,  as the same may be designated by
the Company from time to time (the "Transfer  Agent"),  which confirmation shall
constitute  an  instruction  to the Transfer  Agent to process  such  Conversion
Notice in accordance  with the terms hereof.  Upon receipt by the Transfer Agent
of a copy of the executed  Conversion Notice, the Transfer Agent shall, no later
than the 2nd trading day following  the date of the  Company's  receipt by it of
the Conversion Notice, (A) issue and surrender to a common carrier for overnight
delivery  to  Holder's  brokerage  account  #8502712428  (the  "Doral  Brokerage
Account") with ABN Amro (the "Broker"), a certificate, registered in the name of
Holder,  for the  number  of shares of  Common  Stock to which  Holder  shall be
entitled,  or (B) in the  event  the  Transfer  Agent  is  participating  in The
Depository  Trust Company ("DTC") Fast Automated  Securities  Transfer  Program,
upon the  request of Holder,  credit such  aggregate  number of shares of Common
Stock to which Holder shall be entitled to the Broker's balance account with DTC
through its Deposit Withdrawal Agent Commission system to be further credited to
the Doral Brokerage Account by the Broker. Delivery of shares in accordance with
Section  2(C)(ii)  shall be considered  payment in full of the principal  amount
designated for conversion in the Conversion  Notice (such amount the "Conversion
Amount").

                 (iii)  Dispute  Resolution.  In the case of a dispute as to the
determination  of the Conversion Price or the Conversion Rate, the Company shall
instruct  the  Transfer  Agent to issue to Holder the number of shares of Common
Stock that is not  disputed  and shall  submit the  disputed  determinations  to
Holder  via  facsimile  within  one (1)  Business  Day of  receipt  of  Holder's
Conversion  Notice.  If Holder  and the  Company  are  unable to agree  upon the
determination of the Conversion Price or Conversion Rate within one (1) Business
Day of such disputed  determination or arithmetic calculation being submitted to
Holder,  then the Company shall within one (1) Business Day submit via facsimile
the disputed determination to an independent, reputable investment bank selected
by the Company and approved by Holder or to the Company's  independent,  outside
accountant.  The Company shall cause the investment bank or the  accountant,  as
the case may be, to perform the  determinations  or calculations  and notify the
Company  and Holder of the  results no later than the third  (3rd) day after the
date it receives the disputed  determinations  or calculations.  Such investment
bank's or accountant's  determination or calculation,  as the case may be, shall
be binding upon all parties absent manifest error.

                 (iv) Record Holder.  The person or persons  entitled to receive
the shares of Common Stock issuable upon exercise of Conversion  Rights shall be
treated  for all  purposes  as the record  holder or  holders of such  shares of
Common Stock on the Exchange Date.

                 (v)  Book-Entry.  Upon exercise of any  accumulated  Conversion
Rights  hereunder  in  accordance  with the terms  hereof,  Holder  shall not be
required  to  physically  surrender  this Note to the  Company.  Holder  and the
Company shall maintain  records showing the respective  Conversion  Amounts that
have been  accumulated,  the  Conversion  Rates  applicable  to such  Conversion
Amounts and the Conversion  Amounts exchanged from time to time and the dates of
such exchanges or shall use such other method, reasonably satisfactory to Holder
and the Company,  so as not to require physical surrender of this Note upon each
such exchange.  In the event of any dispute or discrepancy,  such records of the
Company shall be controlling and determinative in the absence of manifest error.

                 (vi) Taxes.  The Company  shall pay any and all transfer  taxes
(but not income  taxes) that may be payable  with  respect to the  issuance  and
delivery of Common Stock upon the exercise of Conversion Rights under this Note.

                 (vii)  Fractional  Shares.  The  Company  shall  not  issue any
fraction of a share of Common Stock upon any exercise of Conversion  Rights. All
shares of Common Stock (including  fractions  thereof) issuable upon exercise of
any  Conversion  Rights by a holder  thereof shall be aggregated for purposes of
determining whether the exchange would result in the issuance of a fraction of a
share of Common Stock. If, after the  aforementioned  aggregation,  the issuance


                                       4
<PAGE>

would  result in the  issuance  of a fraction  of a share of Common  Stock,  the
Company shall round such fraction of a share of Common Stock up (if greater than
or equal to .50) or down (if less than .50)to the nearest whole share.

             D.  Limitation on Beneficial  Ownership.  The Holder shall not have
the right to exercise  any  Conversion  Right  pursuant  to Section  2(C) to the
extent that after giving  effect to such  exercise  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 definitions of "person" and "affiliate" shall have
the meanings  applicable to calculations in accordance with Section 13(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the number
and percentage of shares of Common Stock  beneficially owned by a person and its
affiliates  or acquired by a person and its  affiliates  shall be  calculated in
accordance  with Section  13(d) of the Exchange  Act,  except that the number of
shares of Common  Stock  beneficially  owned by a person and its  affiliates  or
acquired by a person and its  affiliates  shall  include the number of shares of
Common Stock  issuable  upon the exercise of  Conversion  Rights under this Note
with  respect to which the  determination  of such  sentence is being made,  but
shall  exclude the number of shares of Common Stock which would be issuable upon
(i) exercise of any unexercised  Conversion  Rights under this Note beneficially
owned by such person and its affiliates and (ii) exercise of the  unexercised or
unconverted portion of any other securities of the Company  (including,  without
limitation,  any  warrants)  subject to a  limitation  on  exchange  or exercise
analogous to the limitation  contained herein  beneficially owned by such person
and its affiliates.  Notwithstanding  anything to the contrary contained herein,
each Conversion  Notice shall constitute a representation  by Holder that, after
giving  effect to such  Conversion  Notice,  to the best of Holder's  knowledge,
Holder will not  beneficially own (as determined in accordance with this Section
2(E)) a number of shares of Common  Stock in excess of 4.99% of the  outstanding
shares of Common Stock (1) as reflected in the Company's most recent shareholder
list, which list shall be provided to Holder by the Company on a quarterly basis
and  certified  by the  Company as true,  complete  and  accurate as of the date
thereof,  or (2) as  reflected  in the  Company's  most recent Form 10-Q or Form
10-K,  as the case may be, or more recent public press release by the Company or
other  notice by the  Company  to Holder  setting  forth the number of shares of
Common Stock outstanding, but after giving effect to conversions of rights under
this Note (including the exercise with respect this determination is being made)
by Holder since the date as of which such number of outstanding shares of Common
Stock was disclosed.

             E.  Reservation  of  Shares.  The  Company  shall,  so  long as any
principal  amount of the Note is outstanding,  reserve and keep available out of
its  authorized and unissued  Common Stock,  solely for the purpose of effecting
the  exercise of  Conversion  Rights,  such number of shares of Common  Stock as
shall from time to time be sufficient to effect the exercise of all  accumulated
Conversion Rights.

         3.  Anti-Dilution.

             A. Certain Definitions. For purposes of this Section, the following
terms shall have the following meanings:

                 (i)   "Exchangeable   Securities"   shall  mean   evidences  of
indebtedness,  shares (including, without limitation, Preferred Shares) of stock
or other  securities which are  exchangeable  into or exchangeable  for, with or
without  payment of additional  consideration,  shares of Common  Stock,  either
immediately  or upon the  arrival  of a  specified  date or the  happening  of a
specified event.

                 (ii) "Preferred  Shares," as applied to any person,  shall mean
shares of such person,  which shall be entitled to  preference  or priority over
any other shares of such person in respect of either the payment of dividends or
the distribution of assets upon liquidation.

                                       5
<PAGE>

                 (iii) "Stock Purchase Rights" shall mean any warrants,  options
or other rights to subscribe  for,  purchase or otherwise  acquire any shares of
Common Stock or any  Exchangeable  Securities,  either  immediately  or upon the
arrival of a specified date or the happening of a specified event.

              B. Stock Dividends, Subdivisions and Combinations. If and whenever
the Company  subsequent  to the date hereof:  (A) 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;  (B)
subdivides its outstanding shares of Common Stock into a larger number of shares
of Common Stock, or (C) combines its  outstanding  shares of Common Stock into a
smaller number of shares of Common Stock,  then the Conversion  Price applicable
to all accumulated Conversion Amounts shall be adjusted to that price determined
by multiplying the Conversion 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.

              C.  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,  (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 Holder upon the exercise of any Conversion  Rights 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 receive
which  Holder  would have been  entitled  had the Holder  owned the Common Stock
attributable to the accumulated  Conversion  Rights at the time such transaction
or event occurred.

              D.  Notice of  Adjustments  to  Conversion  Price.  As promptly as
practicable  after the occurrence of any event  requiring any  adjustment  under
this Section 3 to the  Conversion  Price (or to the number or kind of securities
or other  property  deliverable  upon the  exercise  of  accumulated  Conversion
Rights,  the Company shall,  at its expense,  mail to 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  Conversion  Price and the  number of shares of Common
Stock  issuable  upon  exercise of  accumulated  Conversion  Rights after giving
effect to such adjustment.

         4. Security for Note. Notwithstanding the termination of the $7,000,000
Asset Backed  Exchangeable  Term Note dated  December  15,  2000,  as amended on
August 31,  2001 (the  "Initial  Note") and the  termination  of the  $2,000,000
Secured Term Note dated December 28, 2001 (the "Prior Note"), this Note shall be
secured by the Security  Agreement dated December 15, 2000, as 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  "Security  Agreement"),  the Stock
Pledge Agreement dated December 15, 2000 between Mineral Recovery Systems,  Inc.
and  Doral  18,  LLC  as  amended  to  date  (the  "Nanomaterials  Stock  Pledge
Agreement")  and the Stock  Pledge  Agreement  dated  December  15, 2000 between
Altair  Nanotechnologies  Inc. and Doral 18, LLC, as amended to date,  (the "MRS
Stock  Pledge  Agreement")  to the same  extent  and in the same  manner  as the
Initial Note and the Prior Note and all  references  to the Initial Note and the
Prior Note in the Security  Agreement,  the Nanomaterials Stock Pledge Agreement
and the MRS Stock Pledge Agreement shall be deemed to refer to this Note.

                                       6
<PAGE>

         5.  Defaults and Remedies.

             A.  Events of  Default.  An "Event of  Default"  is (i) default  in
payment of principal, interest or Default Interest on this Note when and as due;
(ii) failure by the Consolidated  Companies for thirty (30) days after notice to
it to comply with any other material  provision of this Note;  (iii) any default
under or acceleration prior to maturity of any mortgage, indenture or instrument
under which  there may be issued or by which  there may be secured or  evidenced
any  indebtedness  for money  borrowed by the Company or for money  borrowed the
repayment of which is guaranteed by the Company,  whether such  indebtedness  or
guarantee now exists or shall be created  hereafter in principal  amount greater
than $200,000;  (iv) if any representation made by the Consolidated Companies in
the Amendment  Agreement was untrue as of the date it was made;  (v) any failure
to observe or perform any of the covenants set forth in the Amendment  Agreement
which is not remedied by the Consolidated  Companies within 30 days after notice
thereof to the  Company by Holder;  (vi) any event  occurs or  condition  exists
which is  specified as an event of default  under the Security  Agreement or the
Stock Pledge Agreement or the failure to observe or perform any of the covenants
set forth in the Security Agreement, the Nanomaterials Stock Pledge Agreement or
the MRS Stock Pledge  Agreement which is not remedied within the applicable cure
period,  if any; or (vii) if any of the  Consolidated  Companies  pursuant to or
within the meaning of any  Bankruptcy  Law (as defined  below):  (A) commences a
voluntary  case;  (B) consents to the entry of an order for relief against it in
an involuntary  case; (C) consents to the appointment of a Custodian (as defined
below)  of it or for  all or  substantially  all of its  property;  (D)  makes a
general  assignment for the benefit of its  creditors;  or (E) admits in writing
that it is  generally  unable to pay its debts as the same become  due;  (vii) a
court of competent  jurisdiction  enters an order or decree under any Bankruptcy
Law that:  (A) is for relief  against any of the  Consolidated  Companies  in an
involuntary case; (B) appoints a Custodian for any of the Consolidated Companies
or for  all or  substantially  all  of  their  properties;  or  (C)  orders  the
liquidation of any of the Consolidated  Companies or any subsidiary thereof, and
the order or decree  remains  unstayed  and in effect for ninety  (90) days;  or
(viii) a failure by the Company to cause the New  Registration  Statement  to be
effective  within 180 days of December 16, 2002. The term "Bankruptcy Law" means
the Bankruptcy and Insolvency Act (Canada), the Companies' Creditors Arrangement
Act (Canada), Title 11, U.S. Code, or any similar Federal,  Provincial. or State
Law for the relief of debtors. The term "Custodian" means any receiver, trustee,
assignee, liquidator or similar official under any Bankruptcy Law.

              B.  Remedies.  If an Event of Default  occurs  and is  continuing,
Holder may notify the Company that it is declaring  all of this Note,  including
any interest and Default  Interest and other amounts due or to become due, to be
due and  payable  immediately,  except  that in the case of an Event of  Default
arising from events  described in clauses (vi) or (vii),  this Note shall become
due and payable without further action or notice by Holder.

         6.  Miscellaneous Provisions.

             A.  Amendment.  This  Note and  any  provision  hereof  may only be
amended by an instrument  in writing  signed by the  Consolidated  Companies (or
only the Company) and Holder. The term "Note" and all reference thereto, as used
throughout this instrument,  shall mean this instrument as originally  executed,
or if later amended or supplemented, then as so amended or supplemented.

              B.  Termination of Previous Note.  Upon the execution of this Note
by Holder,  the Prior Note shall  immediately  and  automatically,  without  any
action on the part of any  person,  be deemed to be  superseded,  canceled,  and
terminated in full.

                                       7
<PAGE>

              C. Lost or Stolen  Note.  Upon  receipt by the Company of evidence
satisfactory to the Company of the loss, theft, destruction or mutilation of any
Note,  and, in the case of loss,  theft or  destruction,  of an  indemnification
undertaking  by Holder to the  Company in a form  reasonably  acceptable  to the
Company and, in the case of mutilation,  upon surrender and  cancellation of the
Note, the  Consolidated  Companies  shall execute and deliver a new Note of like
tenor and date.

              D. Payment of  Collection,  Enforcement  and Other Costs.  If: (i)
this Note is placed in the hands of an attorney for collection or enforcement or
is collected or enforced  through any legal  proceeding;  or (ii) an attorney is
retained to  represent  Holder of this Note in any  bankruptcy,  reorganization,
receivership or other  proceedings  affecting  creditors' rights and involving a
claim  under  this Note;  then the  Company  shall pay to Holder all  reasonable
attorneys'  fees,  costs and  expenses  incurred  in  connection  therewith,  in
addition to all other amounts due hereunder.

              E.  Cancellation.  After all principal and accrued interest at any
time owed on this Note has been paid in full, this Note shall  automatically  be
deemed canceled,  shall be surrendered to the Company for cancellation and shall
not be reissued.

              F. Note  Exchangeable  for Different  Denominations.  This Note is
exchangeable, upon the surrender hereof by Holder at the principal office of the
Company,  for a new Note or Notes (in  principal  amounts of at least  $100,000)
containing the same terms and conditions and  representing  in the aggregate the
principal  amount  of this  Note,  and each such new Note  will  represent  such
portion of such principal  amount as is designated by Holder at the time of such
surrender.  The "Interest  Commencement Date" shall not change regardless of the
number of times a new Note shall be issued.

              G.  Waiver  of  Notice.  To  the  extent  permitted  by  law,  the
Consolidated  Companies  hereby  waive  demand,  notice,  protest  and all other
demands and notices in connection  with the delivery,  acceptance,  performance,
default or enforcement of this Note.

              H.  Governing  Law.  This Note shall be construed  and enforced in
accordance  with,  and all  questions  concerning  the  construction,  validity,
interpretation and performance of this Note shall be governed by the laws of the
State of  Illinois,  without  giving  effect  to  provisions  thereof  regarding
conflict of laws.

              I.  Remedies.   The  remedies  provided  in  this  Note  shall  be
cumulative and in addition to all other remedies  available  under this Note, at
law or in  equity  (including  a decree of  specific  performance  and/or  other
injunctive  relief),  no  remedy  contained  herein  shall be deemed a waiver of
compliance  with the  provisions  giving rise to such remedy and nothing  herein
shall  limit  Holder's  right  to  pursue  actual  damages  for any  failure  by
Consolidated Companies to comply with the terms of this Note.

              J.  Construction.  This Note shall be deemed to be jointly drafted
by the Company and Holder and shall not be  construed  against any person as the
drafter hereof.

              K. Failure or  Indulgence  Not Waiver.  No failure or delay on the
part of this Note in the  exercise of any power,  right or  privilege  hereunder
shall operate as a waiver thereof,  nor shall any single or partial  exercise of
any such power, right or privilege preclude other or further exercise thereof or
of any other right, power or privilege.

              L.  Restrictions on Transfer.  Holder, by acceptance of this Note,
agrees that it will not, absent any effective  registration  statement under the
1933 Act and any applicable  state  securities  acts covering the disposition of
this Note or the Common  Stock  issued in  connection  with this  Note,  sell or


                                       8
<PAGE>

transfer this Note or such shares of Common Stock,  as the case may be,  without
first providing the Company with any opinion of counsel reasonably acceptable to
the Company  (which may be counsel for the Company) to the effect that such sale
or  transfer  will be  exempt  from  registration  under  the  1933  Act and any
applicable  state  securities  acts.  Holder  consents to the  Company  making a
notation on its records or giving appropriate instructions to any transfer agent
in order to implement such restrictions on transferability.

              M. Transfer  Restriction  Legend.  Each  certificate,  if any, for
shares of Common Stock issued in connection with this Note shall,  unless at the
time of such issuance the re-sale of such shares of Common Stock, are registered
under the 1933 Act and any applicable state  securities acts, bear a legend,  in
addition to other  legends as may be required by applicable  securities  laws of
the  Province  of  Ontario,  in  substantially  the  following  form on the face
thereof:

                       THESE  SECURITIES HAVE NOT BEEN REGISTERED  UNDER THE
              SECURITIES ACT OF 1933 OR ANY APPLICABLE STATE SECURITIES ACTS
              AND MAY NOT BE  TRANSFERRED  OR  RESOLD  WITHOUT  REGISTRATION
              UNDER SUCH ACTS,  UNLESS IN THE OPINION OF COUNSEL  REASONABLY
              ACCEPTABLE  TO THE  CORPORATION  (WHICH  MAY BE COUNSEL TO THE
              CORPORATION) AN EXEMPTION FROM REGISTRATION UNDER SUCH ACTS IS
              AVAILABLE.

         Any certificate  issued at any time in exchange or substitution for any
certificate bearing such legend (except a new certificate issued upon completion
of a  public  distribution  under a  registration  statement  of the  securities
represented  thereby)  shall also bear such  legend  unless,  in the  opinion of
counsel to the Company, the securities represented thereby may be transferred as
contemplated by such holder without  violation of the registration  requirements
of the 1933 Act and any applicable state securities acts.

              N. Notices. All notices and other communications required under or
contemplated by this Note shall be provided in the manner, and be subject to the
other terms of, Section 7(G) of the Amendment Agreement.

              O. Judgment Currency.

                 (i) If, for the  purpose of  obtaining  or  enforcing  judgment
against the Consolidated Companies in any court in any jurisdiction,  it becomes
necessary  to  convert  into any  other  currency  (such  other  currency  being
hereinafter  in this Section 6(O)  referred to as the  "Judgment  Currency")  an
amount due under any this Note in any currency (the "Obligation Currency") other
than the Judgment Currency, the conversion shall be made at the rate of exchange
prevailing  on the Business  Day  immediately  preceding  (A) the date of actual
payment of the amount  due, in the case of any  proceeding  in the courts of the
Province  of Ontario or in the courts of any other  jurisdiction  that will give
effect to such conversion  being made on such date, or (B) the date on which the
judgment  is given,  in the case of any  proceeding  in the  courts of any other
jurisdiction  (the  applicable date as of which such conversion is made pursuant
to this Section 6(O) being  hereinafter  in this Section 6(O) referred to as the
"Judgment Conversion Date").

                 (ii) If,  in the  case of any  proceeding  in the  court of any
jurisdiction  referred to in Section  6(O)(i),  there is a change in the rate of
exchange  prevailing between the Judgment Conversion Date and the date of actual
receipt of the amount  due in  immediately  available  funds,  the  Consolidated
Companies  shall  pay such  additional  amount  (if any,  but in any event not a
lesser amount) as may be necessary to ensure that the amount  actually  received
in the Judgment Currency,  when converted at the rate of exchange  prevailing on


                                       9
<PAGE>

the date of payment,  will produce the amount of the  Obligation  Currency which
could have been purchased with the amount of the Judgment Currency stipulated in
the  judgment  or  judicial  order at the  rate of  exchange  prevailing  on the
Judgment  Conversion Date. Any amount due from the Consolidated  Companies under
Section  6(O)(ii)  shall be due as a separate  debt and shall not be affected by
judgment  being  obtained for any other  amounts due under or in respect of this
Note.  The term  "rate of  exchange"  in this  Section  6(O)  means  the rate of
exchange at which  Holder  would,  on the  relevant  date at or about 12:00 noon
(Toronto time), be prepared to sell Canadian Dollars or US Dollars,  as the case
may be, against the Judgment Currency.

              P.  Interest  Act.  For  purposes  of  disclosure  pursuant to the
Interest Act  (Canada),  the annual rates of interest or fees to which the rates
of interest or fees provided in this Note (and stated herein as applicable to be
computed on the basis of a 365 day year or any other  period of time less than a
calendar  year) are  equivalent  are the rates so  determined  multiplied by the
actual number of days in the applicable calendar year and divided by 365 or such
other period of time.

              Q. Criminal Rates of Interest. If any provision of this Note would
obligate  the  Consolidated  Companies  to make any payment of interest or other
amount payable to any Holder in an amount or calculated at a rate which would be
prohibited  by law or would  result in a receipt by that Holder of interest at a
criminal rate (as such terms are  construed  under the Criminal Code (Canada) or
in  such  other  similar  applicable  legislation)  then,  notwithstanding  such
provision,  such  amount or rate  shall be deemed  to have  been  adjusted  with
retroactive  effect to the maximum  amount or rate of interest,  as the case may
be, as would  not be so  prohibited  by law or so  result  in a receipt  by that
Holder of interest at a criminal rate,  such  adjustment to be effected,  to the
extent  necessary,  as follows:  (i) firstly,  by reducing the amount or rate of
interest  required  to be paid to  Holder  under  this  Section  6(Q);  and (ii)
thereafter,  by  reducing  any fees,  commissions,  premiums  and other  amounts
required to be paid to Holder  which would  constitute  interest for purposes of
Section 347 of the Criminal Code  (Canada) or in such other  similar  applicable
legislation.  Notwithstanding  the  foregoing,  and after  giving  effect to all
adjustments contemplated thereby, if any Holder shall have received an amount in
excess of the maximum permitted by that section of the Criminal Code (Canada) or
in such  other  similar  applicable  legislation,  then  the  Company  shall  be
entitled, by notice in writing to Holder, to obtain reimbursement from Holder in
an amount equal to such  excess,  and pending  such  reimbursement,  such amount
shall be deemed to be an amount payable by Holder to the Consolidated Companies.
Any  amount  or rate of  interest  referred  to in this  Section  6(Q)  shall be
determined  in  accordance  with  generally  accepted  actuarial  practices  and
principles as an effective annual rate of interest over the term that the Note.

               (Intentionally left blank; signature page follows)


                                       10
<PAGE>




         IN WITNESS  WHEREOF,  the  Consolidated  Parties and Lender have caused
this Amended and Restated Secured Term Note to be duly executed and delivered as
of the 21st day of November, 2002.

The "Consolidated Parties"


         ALTAIR NANOTECHNOLOGIES, INC.


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


         MINERAL RECOVERY SYSTEMS, INC.


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


         FINE GOLD RECOVERY SYSTEMS, INC.


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



         ALTAIR NANOMATERIALS, INC.


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


"Lender"

         Doral 18, LLC


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



                                       11
<PAGE>



                                    EXHIBIT A

                                CONVERSION NOTICE

Reference is made to the $1,400,000 Amended and Restated Secured Term Note dated
November 21, 2002 issued by Altair International,  Inc. and certain subsidiaries
of Altair  International  Inc. (the "Amended Note").  Capitalized  terms used in
this Conversion  Notice shall have the meaning set forth in the Amended Note. In
accordance with and pursuant to the Amended Note, the undersigned  hereby elects
to convert the Conversion Amount(s) designated below into shares of Common Stock
at the Conversion Rate applicable thereto:
<TABLE>
<CAPTION>

<S>                          <C>                            <C>                       <C>
---------------------------- ------------------------------ ------------------------- -------------------------
     Principal Amount               Date Conversion                Applicable          Shares of Common Stock
                                     Right Accrued              Conversion Price      Issuable upon Conversion
---------------------------- ------------------------------ ------------------------- -------------------------

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

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

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

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

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

---------------------------- ------------------------------ ------------------------- -------------------------
</TABLE>


Acknowledged and Agreed to:

         Altair Nanotechnologies Inc.


         By:__________________________
         Its:_________________________



         Doral 18, LLC


         By:__________________________
         Its:_________________________



















                                       12