EXHIBIT 4.1
                                   -----------

                         COMMON STOCK PURCHASE AGREEMENT

         COMMON  STOCK  PURCHASE  AGREEMENT,  dated as of March 31,  2000  (this
"Agreement"),  by and among ALTAIR  INTERNATIONAL  INC., an Ontario  corporation
(the "Company"),  and ANDERSON LLC, a Cayman Islands limited  liability  company
("Purchaser").

                                    Recitals

         A. Purchaser desires to purchase,  and the Company desires to issue and
sell,  shares  ("Shares") of the Company's Common Shares, no par value per share
("Common  Stock"),  on the terms and conditions set forth below. For purposes of
this Agreement,  the Shares shall mean the Initial Shares (as defined below) and
the Repriced Shares (as defined below).

         B. The  parties  hereto  intend  that the  issuance  of the  Shares  as
anticipated by this Agreement shall be accomplished  without  registration under
the U.S.  Securities Act of 1933, as amended (the "Securities Act"), and without
registration  or  qualification  under the securities laws of any state or other
jurisdiction,  in reliance on exemptions from the  registration  requirements of
the  Securities  Act,  including,  without  limitation,  Regulation  D under the
Securities Act and Section 4(2) of the Securities Act; provided,  however,  that
nothing  in  this  Agreement  shall  act  or be  construed  as a  limitation  on
Purchaser's  right to sell any of the  Shares to be  acquired  pursuant  to this
Agreement pursuant to the Registration Statement (the "Registration  Statement")
contemplated by the Registration  Rights Agreement (as defined below),  or other
provisions of the Registration Rights Agreement or in accordance with applicable
laws.

         THEREFORE,  in  consideration  of the mutual promises and covenants set
forth  below and for other good and  valuable  consideration,  the  receipt  and
sufficiency of which the parties  acknowledge  by their  signatures  below,  the
parties hereto hereby agree as follows:

                                    AGREEMENT

         1.  Purchase of Common  Stock.  Subject to the terms and  conditions of
this  Agreement,  the Company agrees to issue and sell, and Purchaser  agrees to
acquire,   at  the  Initial   Closing  Price  such  number  of  fully  paid  and
non-assessable  shares  (the  "Initial  Shares"),  in exchange  for  Purchaser's
payment  to the  Company  of  aggregate  consideration  of Six  Million  Dollars
($6,000,000) (the "Purchase Price").

                  1.1 Form of Payment.  Purchaser  shall pay the Purchase  Price
for the Initial Shares by delivering  immediately available good funds in United
States Dollars to the escrow agent (the "Escrow Agent")  identified in the Joint
Escrow   Instructions   attached   hereto  as  Exhibit  E  (the  "Joint   Escrow
Instructions").  No later than the Closing Date (as defined below),  the Company

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shall  deliver one or more  certificates  representing  the Initial  Shares duly
executed on behalf of the Company (collectively, each the "Certificates") to the
Escrow Agent. By signing this Agreement, each Purchaser and the Company, subject
to acceptance by the Escrow Agent, agrees to all of the terms and conditions of,
and becomes a party to, the Joint Escrow Instructions,  all of the provisions of
which are incorporated herein by this reference as if set forth in full.


                  1.2 Method of  Payment.  Purchasers  shall pay into escrow the
Purchase Price for the Initial Shares by wire transfer of funds to:

                           Bank of New York
                           350 Fifth Avenue
                           New York, New York 10001

                           ABA# 021000018
                           For credit to the  account  of Krieger & Prager,  LLP
                           Account No.: 637-1660567

Purchaser  shall deliver  payment of the Purchase  Price at or before 1:00 p.m.,
New York  time,  on the date  which is one (1)  Business  Day after the  Company
certifies that the conditions  contained in Article 12 have been fulfilled,  and
returns a signed counterpart of this Agreement to the Escrow Agent by facsimile.
Purchaser  shall  deposit the  Purchase  Price for the  Initial  Shares with the
Escrow Agent in immediately available funds. Time is of the essence with respect
to such  payment,  and failure by Purchaser to make such payment shall allow the
Company to cancel this Agreement. For purposes of this Agreement, "Business Day"
shall mean a day on which the New York Stock Exchange is open for business.

                  1.3 Escrow  Property.  The Purchase Price and the Certificates
delivered to the Escrow Agent as contemplated by Section 1.1 hereof are referred
to as the "Escrow Property."

         2.       Closing.
                  -------

                  2.1 Initial  Closing.  Upon  execution of this  Agreement (the
"Initial Closing"), and on the date set forth above (the "Initial Closing Date")
Purchaser  and all other  Purchasers  hereunder  shall pay Six  Million  Dollars
($6,000,000).  At the  Initial  Closing  the parties  hereto  shall  execute and
deliver  the  following  documents   (incorporated  herein  by  this  reference,
collectively  with  this  Agreement,  the  "Transaction  Documents"):   (i)  the
Registration Rights Agreement (the "Registration  Rights Agreement") in the form
attached  hereto as Exhibit A; (ii) the Escrow  Agreement  in the form  attached
hereto as Exhibit B; (iii) the  Warrant  (the  "Warrant")  in the form  attached
hereto  as  Exhibit  C; and  (iv) the  additional  agreements  (the  "Additional
Agreements")  in the form attached  hereto as Exhibit D. On the Closing Date (as
defined  below),  the Escrow Agent shall  deliver (i) the Purchase  Price to the
Company and (ii) the Certificate to the Purchaser.

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                  2.2      Repriced Shares.  Definitions:

                           (a) As used  herein,  "Closing  Bid Price" shall mean
the closing bid price of the Common Stock as reported by Bloomberg, LP or.

                           (b) "Effective  Date"   shall  mean date on which the
Securities  and  Exchange   Commission  (the  "SEC")   declares   effective  the
Registration Statement.

                           (c) "Initial  Closing  Price"   shall mean 85% of the
average Closing Bid Price for the ten (10) consecutive Business Days immediately
prior to the date of the Initial Closing.

                           (d) "Repricing  Period"  shall mean each of the First
Repricing Period,  the Second Repricing  Period,  the Third Repricing Period and
the Fourth Repricing Period, each as defined below.

                           (e) "Repriced  Shares" shall mean the First  Repriced
Shares,  the Second  Repriced  Shares,  the Third Repriced Shares and the Fourth
Repriced Shares, each as defined below.

                  2.3 First Repricing Period. The "First Repricing Period" shall
commence  on the  earlier  of (a) the day that is  ninety  (90)  days  after the
Closing  Date or (b) the  Effective  Date,  and end thirty  (30) days after such
date. If the lowest average Closing Bid Price for any ten (10) (not  necessarily
consecutive)  Business  Days  during  the First  Repricing  Period  (the  "First
Repricing Price"), is not equal to or greater than 117.5% of the Initial Closing
Price,  then up to one-fourth (1/4) of the Initial Shares shall be repriced (the
"First  Repriced  Shares").  The Company  shall issue to Purchaser the number of
additional Shares as determined according to the following formula:

   ((1.175 x Initial Closing Price) - First  Repricing  Price) x (# of the First
Repriced Shares) / First Repricing Price.

                  2.4 Second Repricing  Period.  The "Second  Repricing  Period"
shall commence on the day immediately  following the First Repricing  Period and
end thirty (30) days thereafter. If the lowest average Closing Bid Price for any
ten (10) (not necessarily consecutive) Business Days during the Second Repricing
Period (the "Second Repricing  Price"),  is not equal to or greater than 120% of
the Initial Closing Price,  then one-fourth (1/4) of the Initial Shares shall be
repriced (the "Second  Repriced  Shares").  The Company shall issue to Purchaser
the  number  of  additional  Shares as  determined  according  to the  following
formula:

  ((1.20 x Initial Closing Price) - Second  Repricing  Price) x (# of the Second
Repriced Shares) / Second Repricing Price.

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                  2.5 Third Repricing  Period.  (a) The "Third Repricing Period"
shall commence on the day immediately  following the Second Repricing Period and
end thirty (30) days thereafter. If the lowest average Closing Bid Price for any
ten (10) (not necessarily  consecutive) Business Days during the Third Repricing
Period (the "Third  Repricing  Price"),  is not equal to or greater than 125% of
the Initial  Closing  Price,  one-fourth  (1/4) of the Initial  Shares  shall be
repriced (the "Third Repriced Shares"). The Company shall issue to Purchaser the
number of additional Shares as determined according to the following formula:

    ((1.25 x Initial Closing Price) - Third  Repricing  Price) x (# of the Third
Repriced Shares) / Third Repricing Price.

                  2.6 Fourth Repricing Period. (a) The "Fourth Repricing Period"
shall commence on the day immediately  following the Third Repricing  Period and
end thirty (30) days  thereafter.  If the lowest average Closing Bid for any ten
(10) (not necessarily  consecutive)  Business Days after the commencement of the
Fourth  Repricing  Period is not equal to or  greater  than 130% of the  Initial
Closing  Price,  one-fourth  (1/4) of the Initial  Shares shall be repriced (the
"Fourth  Repriced  Shares").  The Company shall issue to Purchaser the number of
additional Shares as determined according to the following formula:

  ((1.30 x Initial Closing Price) - Fourth  Repricing  Price) x (# of the Fourth
Repriced Shares) / Fourth Repricing Price.

         3. Representations and Warranties of Purchaser. To induce the Company's
acceptance of this Agreement,  each of Purchasers  hereby  severally  certifies,
represents  and warrants to the Company and its agents and attorneys as follows,
which  representations  and warranties are solely for the benefit of the Company
and may be waived in whole or in part at any time prior to the  Initial  Closing
by the Company:

                  3.1 Intent. Purchaser will be acquiring the Shares for its own
account,  and  Purchaser  has no present  arrangement  (whether  or not  legally
binding) to sell any of the Shares to or through any person or entity; provided,
however, that by making the representations herein,  Purchaser does not agree to
hold any of the Shares for any minimum or other  specific  term and reserves the
right to dispose of the Shares at any time in accordance  with U.S.  federal and
state  securities  laws  applicable  to such  disposition  and any  restrictions
imposed on such transfer by the  Transaction  Documents.  Purchaser  understands
that the Shares  must be held  indefinitely  unless the Shares are  subsequently
registered  under  the  Securities  Act or an  exemption  from  registration  is
available.  Purchaser has been advised or is aware of the provisions of Rule 144
promulgated under the Securities Act.

                  3.2 Sophisticated  Investor.   Purchaser  is a  "sophisticated
investor"  (as  described  in  Rule   506(b)(2)(ii)  of  Regulation  D)  and  an
"accredited investor" (as defined in Rule 501(a) of Regulation D), and Purchaser
has such knowledge and  experience in business and financial  matters that it is
capable of evaluating the merits and risks of an investment in the Company.

                  3.3 Ability of Purchaser to Bear Risk of Investment. Purchaser
acknowledges  that the Shares are  speculative  investments  and  involve a high




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degree of risk and  Purchaser is able to bear the economic risk of an investment
in the Shares,  and, at the present  time,  is able to afford a complete loss of
such investment.

                  3.4 Authority.  Each of the Transaction  Documents (except for
the  Warrant) has been duly  authorized  and validly  executed and  delivered by
Purchaser and (assuming due authorization and valid execution by the Company) is
a legal, valid and binding agreement of Purchaser  enforceable against Purchaser
in  accordance  with its terms,  subject to general  principles of equity and to
bankruptcy,  insolvency or similar laws relating to, or affecting  generally the
enforcement of creditors'  rights and remedies or by other equitable  principles
of  general  application.  The  person  or  persons  executing  the  Transaction
Documents on behalf of the Purchaser (except for the Warrant) have all requisite
authority to do so on behalf of Purchaser.

                  3.5 Brokers,   Finders.   Except  with  respect  to  Ladenburg
Thalmann & Co., Inc., Purchaser has taken no action which would give rise to any
claim by any person for brokerage commission,  finder's fees or similar payments
by the  Company  relating to this  Agreement  or the  transactions  contemplated
hereby.  The Company shall have no obligation  with respect to such fees or with
respect to any claims  made by or on behalf of other  persons for fees of a type
contemplated in this section that may be due in connection with the transactions
contemplated  hereby.  Purchaser  shall indemnify and hold harmless the Company,
its employees,  officers,  directors,  agents and partners, and their respective
affiliates,  from and against all claims, losses,  damages, costs (including the
costs of preparation  and attorneys'  fees) and expenses  suffered in respect of
any such claimed or existing fees, as and when incurred.

                  3.6 Organization; Authority. Purchaser is an entity organized,
validly  existing and in good standing under the laws of the jurisdiction of its
organization  with the  requisite  power  and  authority  to  enter  into and to
consummate the transactions  contemplated by this Agreement and to carry out its
obligations  thereunder.  The  acquisition  of the Shares and the payment of the
Purchase  Price  therefor by such  Purchaser  have been duly  authorized  by all
necessary action on the part of Purchaser.

                  3.7 Absence of  Conflicts.  The execution and delivery of each
of the Transaction  Documents (except for the Warrant),  and the consummation of
the  transactions  contemplated  by this Agreement and such other  documents and
instruments,  and compliance with the requirements thereof, will not violate any
law,  rule,  regulation,  order,  writ,  judgment,  injunction,  decree or award
binding on Purchaser, or the provision of any indenture, instrument or agreement
to which Purchaser is a party or is subject, or by which Purchaser or any of its
assets is bound, or conflict with or constitute a material  default  thereunder,
or require the approval of any  third-party  pursuant to any material  contract,
agreement,  instrument,  relationship or legal  obligation to which Purchaser is
subject or to which any of its assets, operations or management may be subject.

                  3.8 Disclosure; Access to Information.  Purchaser has received
copies  of or has  had  access  to  all  documents,  records,  books  and  other
information  pertaining to Purchaser's  investment in the Company and the Shares
that have been requested by Purchaser.  Purchaser or its representative has been
afforded the  opportunity  to ask  questions of the Company and its  management.
Purchaser  further  acknowledges that it understands that the Company is subject

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to the periodic reporting  requirements of the Securities  Exchange Act of 1934,
as amended (the "Exchange  Act"),  and Purchaser has reviewed or received copies
of any such reports that it has requested.

                  3.9 Manner of Sale. At no time was Purchaser presented with or
solicited  by or through any leaflet,  public  promotional  meeting,  television
advertisement  or any other form of general  solicitation  or  advertising  with
respect to the Shares.

                  3.10  Accuracy of Other Materials. To the extent Purchaser has
received  from the  Company  documents  or  other  materials,  which  constitute
business  plans,  summaries,  projections,  forecasts  or  estimates,  Purchaser
acknowledges  the following with respect to such  documents or other  materials.
Such documents or other materials are intended to illustrate projected financial
and other  results  based  upon a set of  assumptions  (in some  cases  based on
information obtained by the Company from outside sources) that the Company views
as reasonable and obtainable.  All such business plans, summaries,  projections,
forecasts or estimates  pertaining to revenue  growth,  profitability  and other
similar financial or market data are forward-looking statements. Such statements
are subject to certain risks and  uncertainties  that could cause actual results
to differ materially from those projected.  No  representations or warranties of
future  performance  by or market trends for the Company are intended,  and such
are expressly disclaimed.

                  3.11  Accuracy  of   Representations   and  Information.   All
representations  made  by  Purchaser  in  the  Transaction  Documents,  and  all
information  provided by  Purchaser  to the  Company  concerning  Purchaser  are
correct and complete in all material respects as of the date hereof.

                  3.12  Notwithstanding  any  other  provision  hereof,  of  the
Warrants or of any of the other Transaction Agreements,  in no event (except (i)
as specifically provided in this Agreement as an exception to this provision, or
(ii) while there is outstanding a publicly-available tender offer for any or all
of the shares of the Common  Stock) shall the  Purchaser be entitled to exercise
Repricing  Rights or shall the Company have the obligation to deliver  Repricing
Shares to the extent that, after such  conversion,  the sum of (1) the number of
shares of Common Stock  beneficially  owned by the Purchaser and its  affiliates
(other  than  shares of Common  Stock  which  may be deemed  beneficially  owned
through the ownership of Repricing Shares not yet issued or unexercised  portion
of the Warrants), and (2) the number of shares of Common Stock issuable upon the
exercise of Repricing  Rights or exercise of the Warrants  with respect to which
the  determination  of this proviso is being made,  would  result in  beneficial
ownership  by the  Purchaser  and its  affiliates  of  more  than  9.99%  of the
outstanding  shares of Common Stock (after  taking into account the shares to be
issued to the Purchaser upon such exercise).  For purposes of the proviso to the
immediately  preceding  sentence,  beneficial  ownership  shall be determined in
accordance with Section 13(d) of the Exchange Act , except as otherwise provided
in  clause  (1) of such  sentence.  The  Purchaser  further  agrees  that if the
Purchaser  transfers  or assigns any of the Shares to a party who or which would
not be considered such an affiliate,  such  assignment  shall be made subject to
the transferee's or assignee's  specific agreement to be bound by the provisions
of this  Paragraph  3.12 as if such  transferee  or assignee  were the  original
Purchaser hereof.

         4.  Representations  and Warranties of the Company.  The Company hereby
represents  and  warrants to  Purchaser as follows,  which  representations  and
warranties are solely for the benefit of Purchaser and may be waived in whole or
in part by Purchaser at any time prior to the Initial Closing:

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                  4.1   Company  Status. The Company  has registered  the Common
Stock pursuant to Section 12(g) of the Exchange Act, is in full  compliance with
all material  reporting  requirements  of the Exchange  Act, and the Company has
maintained all requirements  for the continued  trading of the Common Stock, and
the Common Stock currently trades on the Nasdaq National Market System.

                  4.2   Current  Public  Information. The  Company has filed all
reports,  schedules,  forms, statements and other documents required to be filed
under Sections  13(a),  14 and 15(d) of the Exchange Act since December 31, 1998
and prior to the date of this Agreement (the "SEC Documents").

                  4.3   No General Solicitation. Neither the Company, nor any of
its affiliates, nor any person acting on its or their behalf, has engaged in any
form of general  solicitation  or general  advertising  (within  the  meaning of
Regulation D under the Securities  Act) in connection  with the offer or sale of
the Shares.


                  4.4   Valid Issuance of Common Stock.  he  authorized  capital
stock of the Company  consists of an unlimited number of shares of Common Stock,
no par value per share, of which 15,837,882 shares are issued and outstanding as
of March 15, 2000. All of the outstanding  shares of Common Stock of the Company
have  been  duly and  validly  authorized  and  issued  and are  fully  paid and
non-assessable. Except as set forth above or as disclosed in Schedule 4.4, as of
the date of this  Agreement,  (i) there are no  outstanding  options,  warrants,
scrip, rights to subscribe to, calls or commitments of any character  whatsoever
relating to, or securities  or rights  convertible  into,  any shares of capital
stock of the Company, or contracts, commitments,  understandings or arrangements
by which the Company is or may become bound to redeem or issue additional shares
of capital stock of the Company or options, warrants, scrip, rights to subscribe
to, calls or commitments of any character  whatsoever relating to, or securities
or rights  convertible  into,  any shares of capital stock of the Company,  (ii)
there are no  outstanding  debt  securities and (iii) there are no agreements or
arrangements under which the Company is obligated to register the sale of any of
their  securities under the Securities Act. Except as disclosed in Schedule 4.4,
there are no securities or instruments  containing any  anti-dilution,  right of
first refusal, preemptive rights or similar provisions that will be triggered by
the issuance of the Shares as described in this Agreement.  Upon issuance of the
Shares,  such  securities  will be duly  and  validly  issued,  fully  paid  and
non-assessable.


                  4.5   Organization  and   Qualification.   The  Company  is  a
corporation  duly  incorporated  and existing in good standing under the laws of
the  Province  of  Ontario,  and has the  requisite  corporate  power to own its
properties and to carry on its business as now being  conducted.  The Company or
its subsidiaries are duly qualified as a foreign  corporation to do business and
is in good  standing in every  jurisdiction  in which the nature of the business
conducted or property owned by them makes such  qualification  necessary,  other
than those in which the failure so to qualify would not have a Material  Adverse
Effect on the Company or such subsidiaries.  "Material Adverse Effect" means any
effect  on  the  business,  operations,   properties,  prospects,  or  financial
condition of the entity or entities  with respect to which such term is used and
which is material and adverse to such entity or to other entities controlling or
controlled  by such  entity,  and/or any  condition  or  situation  which  would
prohibit or otherwise  interfere with the ability of the entity or entities with
respect  to which said term is used to enter into and  perform  its  obligations
under the Transaction Documents.

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                  4.6   Authorization: Enforcement.  (i)  The  Company  has  the
requisite  corporate  power and  authority  to enter into and perform  under the
Transaction Documents and to issue the Shares and the Warrant in accordance with
the  terms of the  Transaction  Documents,  (ii)  the  execution,  issuance  and
delivery of the Transaction  Documents by the Company and the consummation by it
of the  transactions  contemplated by the  Transaction  Documents have been duly
authorized  by all  necessary  corporate  action,  and  no  further  consent  or
authorization  of the  Company  or its board of  directors  or  shareholders  is
required,  (iii) the Transaction Documents have been duly executed and delivered
by the Company,  and (iv) the Transaction  Documents (assuming due authorization
and valid and legal execution by Purchaser)  constitute legal, valid and binding
obligations of the Company  enforceable  against the Company in accordance  with
their  terms,  except  as  such  enforceability  may be  limited  by  applicable
bankruptcy,  insolvency, or similar laws relating to, or affecting generally the
enforcement of, creditors' rights and remedies or by other equitable  principles
of general application.

                  4.7   [Intentionally Omitted]

                  4.8   No Conflicts. Except as set forth in Schedule  4.8,  the
execution,  delivery and performance of the Transaction Documents by the Company
and the  consummation by the Company of the  transactions  contemplated  hereby,
including,  without limitation,  the issuance of the Shares, do not and will not
(i) result in a violation of the Company's  Articles of Incorporation or Bylaws,
(ii)  conflict  with,  or result in a breach of or  forfeiture of any rights (or
result in an event  which with  notice or lapse of time or both  would  become a
breach of or  forfeiture of any rights)  under,  or give to others any rights of
termination, amendment, acceleration or cancellation of, any material agreement,
indenture  or  instrument  to which the Company is a party or (iii)  result in a
violation  of any federal or state law,  rule,  regulation,  order,  judgment or
decree (including federal and state securities laws and regulations)  applicable
to the  Company  or by which any  property  or asset of the  Company is bound or
affected  (except  for  such  conflicts,  defaults,  terminations,   amendments,
accelerations, cancellations and violations as would not, individually or in the
aggregate,  have a Material  Adverse Effect on the Company).  To the best of the
Company's  knowledge,  the  business  of the Company is not being  conducted  in
violation of any law, ordinance or regulation of any governmental entity, except
for possible  violations which either singly or in the aggregate do not and will
not have a Material  Adverse Effect on the Company.  The Company is not required
under  federal,  state or local law,  rule or  regulation to obtain any consent,
authorization or order of, or make any filing or registration with, any court or
governmental  agency in order for it to  execute,  deliver or perform any of its
obligations under this Agreement or issue and sell the Shares and the Warrant in
accordance  with the terms of this Agreement  (other than any SEC, NASD or state
securities filings which may be required to be made by the Company subsequent in
connection with any Closing,  and any registration  statement which may be filed
pursuant to the provisions of the Registration Rights Agreement); provided that,
for  purposes  of the  representation  made in this  sentence,  the  Company  is
assuming  and relying  upon the  accuracy of the  relevant  representations  and
agreements of Purchaser herein.  The Company is not in violation of any material
term of or in  material  default  under its  Articles of  Incorporation,  of any
outstanding series of preferred stock or Bylaws or their organizational  charter
or  Bylaws,  respectively,  or  any  material  contract,  agreement,   mortgage,
indebtedness,  indenture,  instrument, judgment, decree of order or any statute,
rule or regulation applicable to the Company,  which has not been duly waived as
of the date of this Agreement.

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                  4.9   SEC Documents. The Company has not provided to Purchaser
any information  which  according to applicable law, rule or regulation,  should
have been  disclosed  publicly prior to the date hereof by the Company but which
has not been so  disclosed.  As of their  respective  dates,  the SEC  Documents
complied, and all similar documents filed with the SEC prior to the Closing Date
will comply,  in all material  respects with the  requirements of the Securities
Act or the Exchange  Act, as the case may be, and rules and  regulations  of the
SEC promulgated  thereunder and other federal,  state and local laws,  rules and
regulations  applicable  to such SEC  Documents,  and none of the SEC  Documents
contained, nor will any similar document filed with the SEC prior to the Closing
Date  contain,  any untrue  statement  of a material  fact or omitted to state a
material  fact  required to be stated  therein or necessary in order to make the
statements  therein,  in light of the circumstances  under which they were made,
not  misleading.  The financial  statements  of the Company  included in the SEC
Documents,  as of the dates thereof,  complied,  and all similar documents filed
with the SEC prior to the Closing Date will  comply,  as to form in all material
respects with  applicable  accounting  requirements  and the published rules and
regulations of the SEC and other  applicable  rules and regulations with respect
thereto.  Such financial  statements  were prepared in accordance with generally
accepted accounting  principles applied on a consistent basis during the periods
involved (except (i) as may be otherwise indicated in such financial  statements
or the notes thereto or (ii) in the case of unaudited interim statements, to the
extent they may not include footnotes or may be condensed or summary  statements
as  permitted  by Form  10-Q of the  SEC) and  fairly  present  in all  material
respects the  financial  position of the Company as of the dates thereof and the
results of operations and cash flows for the periods then ended (subject, in the
case of unaudited statements, to normal year-end audit adjustments).

                  4.10  No  Undisclosed  Liabilities.  Except  as set  forth  in
Schedule  4.10,  the Company has no  liabilities  or  obligations of a financial
nature (whether accrued, absolute, contingent or otherwise), which are material,
individually  or in the  aggregate,  and are not disclosed in the SEC Documents,
other than those  incurred  in the  ordinary  course of the  Company's  business
consistent with past practice since September 30, 1999, and which,  individually
or in the aggregate,  do not or would not have a Material  Adverse Effect on the
Company.

                  4.11  Litigation and Other  Proceedings.  Except as may be set
forth in the SEC Documents or set forth in Schedule 4.11,  there are no lawsuits
or  proceedings  pending or, to the best  knowledge of the Company,  threatened,
against the Company,  nor has the Company received any written or oral notice of
any such action, suit, proceeding or investigation,  which might have a Material
Adverse  Effect on the  Company or which  likely  would have a Material  Adverse
Effect on the transactions  contemplated by this Agreement.  Except as set forth
in the SEC Documents,  no judgment,  order, writ,  injunction or decree or award
has been issued by or, to the best  knowledge of the  Company,  requested of any
court,  arbitrator  or  governmental  agency  which likely would have a Material
Adverse Effect on the transactions contemplated by this Agreement.

                  4.12  Other  Documents  or  Materials.  With  respect  to  any
document  or other  materials  received  by  Purchaser  from the  Company or its
representatives other than the Transaction Documents and the SEC Documents,  (i)
the Company has no reason to believe any of such  documents and materials or any
projections  contained  therein,  as of the  date of  such  other  documents  or
materials,  contained errors or misstatements or do not adequately  describe the

                                        9


<PAGE>



status of the  development of the Company's  technologies  or its business as of
such date, and (ii) such documents,  materials and projections  were prepared by
the Company and its management in good faith.

                  4.13  Nature of  Company.  The  Company  is not an  open-ended
investment  company or a unit  investment  trust,  registered  or required to be
registered,  or a closed end investment  company required to be registered,  but
not registered, under the Investment Company Act of 1940.

                  4.14  Brokers,  Finders.  Except for the payment of consulting
fees and expense  reimbursement in the aggregate amount of $395,000 to Ladenburg
Thalmann  & Co.,  Inc.,  payment  of  which is the  sole  responsibility  of the
Company,  the Company has taken no action  which would give rise to any claim by
any person for  brokerage  commission,  finder's  fees or  similar  payments  by
Purchaser  relating to this Agreement or the transactions  contemplated  hereby.
Purchaser  shall have no obligation with respect to such fees or with respect to
any claims made by or on behalf of other persons for fees of a type contemplated
in this  Section  4.14  that  may be due in  connection  with  the  transactions
contemplated  hereby.  The Company  shall  indemnify  and hold  harmless each of
Purchaser  and  its  employees,   officers,   directors,  agents,  partners  and
affiliates,  from and against all claims, losses,  damages, costs (including the
costs of preparation  and attorney's  fees) and expenses  suffered in respect of
any such claimed or existing fees, as and when incurred.

                  4.15  Absence  of  Certain  Changes.  Except  as set  forth in
Schedule  4.15,  since  September 30, 1999, no Material  Adverse Effect has been
suffered by, and no material  adverse  development has occurred in the business,
properties,  operations,  financial  condition or results of  operations  of the
Company.  The Company has not taken any steps,  and does not currently expect to
take any steps, to seek protection  pursuant to any bankruptcy law, nor does the
Company have any  knowledge or reason to believe  that its  creditors  intend to
initiate involuntary bankruptcy proceedings.

                  4.16  Intellectual  Property Rights.  To its knowledge without
conducting any special  investigation  and except as set forth on Schedule 4.16,
the Company owns or possesses adequate rights or licenses to use all trademarks,
trade names, service marks, service mark registrations,  service names, patents,
patent  rights,  copyrights,   inventions,  licenses,  approvals,   governmental
authorizations,  trade secrets and rights necessary to conduct its businesses as
now conducted.  None of the Company's  trademarks,  trade names,  service marks,
service mark registrations,  service names, patents, patent rights,  copyrights,
inventions,  licenses,  approvals,  government authorizations,  trade secrets or
other intellectual property rights has expired or terminated,  or is expected to
expire or terminate in the near  future.  Except as set forth on Schedule  4.16,
the Company does not have any  knowledge of any  infringement  by the Company of
trademarks,  trade name rights, patents, patent rights, copyrights,  inventions,
licenses,  service  names,  service  marks,  service mark  registrations,  trade
secrets or other similar rights of others, or of any such development of similar
or identical  trade secrets or technical  information by others and, there is no
claim,  action or  proceeding  being  made or  brought  against,  or to the best
knowledge  of the  Company,  being  threatened  against,  the Company  regarding
trademark,  trade name, patent, patent rights,  invention,  copyright,  license,
service name,  service mark,  service mark  registration,  trade secret or other
infringement;  and the  Company is unaware of any facts or  circumstances  which
might  give rise to any of the  foregoing.  The  Company  has  taken  reasonable
security  measures to protect the secrecy,  confidentiality  and value of all of
their intellectual properties.

                                       10


<PAGE>



                  4.17  Internal Accounting  Controls.  The Company is not aware
that its system of internal  accounting  controls is not  sufficient  to provide
reasonable  assurance  that (i)  transactions  are executed in  accordance  with
management's general or specific authorizations,  (ii) transactions are recorded
as necessary to permit  preparation of financial  statements in conformity  with
generally accepted accounting  principles and to maintain asset  accountability,
(iii) access to assets is permitted only in accordance with management's general
or specific  authorization  and (iv) the recorded  accountability  for assets is
compared with the existing assets at reasonable intervals and appropriate action
is taken with respect to any differences.

                  4.18  Tax  Status. Except as set forth in Schedule  4.18,  the
Company  has made or filed  all  federal  and  state  income  and all  other tax
returns,  reports and  declarations  required by any jurisdiction to which it is
subject and has paid all taxes and other  governmental  assessments  and charges
that are  material in amount,  shown or  determined  to be due on such  returns,
reports, declarations, except those being contested in good faith[,] and has set
aside on its books provisions  reasonably  adequate for the payment of all taxes
for  periods  subsequent  to the  periods to which  such  returns,  reports,  or
declarations  apply. There are no unpaid taxes in any material amount claimed to
be due by the taxing  authority  of any  jurisdiction,  and the  officers of the
Company know of no basis for any such claim.

                  4.19  Certain  Transactions.  Except  as set  forth in the SEC
Documents and except for arm's length transactions pursuant to which the Company
makes  payments in the ordinary  course of business upon terms no less favorable
than the Company  could  obtain  from third  parties and other than the grant of
stock options,  none of the officers,  directors or employees of the Company (or
any  spouse  or  relative  of any  such  person)  is  presently  a party  to any
transaction with the Company (other than for services as employees, officers and
directors), including any contract, agreement or other arrangement providing for
the  furnishing  of services to or by,  providing for rental of real or personal
property to or from,  or  otherwise  requiring  payments to or from any officer,
director or such employee or, to the knowledge of the Company,  any corporation,
partnership,  trust or other entity in which any officer,  director, or any such
employee  has a  substantial  interest  or is an officer,  director,  trustee or
partner.

                  4.20  Dilution.  The number of shares of Common Stock issuable
as  Repriced  Shares  may  increase   substantially  in  certain  circumstances,
including,  but not necessarily limited to, the circumstance wherein the trading
price of the Common Stock declines  during the period between the Effective Date
and the end of the Fourth Repricing Period. The Company's executive officers and
directors  have  studied  and fully  understand  the nature of the  transactions
contemplated by this Agreement and recognize that they have a potential dilutive
effect.  The board of directors of the Company has concluded,  in its good faith
business  judgment,  that such issuance is in the best interests of the Company.
The Company specifically  acknowledges that its obligation to issue the Repriced
Shares is binding upon the Company and  enforceable  regardless  of the dilution
such issuance may have on the ownership  interests of other  shareholders of the
Company.

                  4.21  Market  Quotes. The Company's  Common Stock is presently
quoted on the Nasdaq National Market System under the symbol "ALTIF".  Except as
set forth on Schedule  4.21, the Company is not in receipt of any written notice
from any stock exchange, market or trading facility on which the Common Stock is
or has been  listed  or  traded  (or on which it is or has been  quoted)  to the

                                       11


<PAGE>



effect that the  Company is not in  compliance  with the listing or  maintenance
requirements  of such stock  exchange,  market or trading  facility  or that the
Common  Stock  will be  delisted  from such  stock  exchange,  market or trading
facility.

                  4.22  No Integrated  Offering.  Neither the Company nor any of
its  affiliates  nor any person  acting on its or their behalf has,  directly or
indirectly, at any time since September 30, 1999, made any offer or sales of any
security or solicited any offers to buy any security  under  circumstances  that
would  eliminate the  availability  of the  exemption  from  registration  under
Regulation D in connection with the offer and sale of the Shares as contemplated
hereby.

         5.  Use and Disposition of Proceeds.  The Company will use the proceeds
from the sale of the Initial Shares  (excluding  amounts paid by the Company for
legal fees,  finder's fees and escrow agent fees in connection  with the sale of
the Initial Shares) for general  capital  purposes and  acquisitions  (including
payments  associated with the Company's  acquisition of certain  technology from
BHP Minerals  International),  but shall not,  directly or indirectly,  use such
proceeds for investment in any other affiliate or to repay debt to affiliates.

         6.  Company   Reliance  on   Purchaser's   Representations.   Purchaser
understands  that the  Company  is  relying  on the  truth and  accuracy  of the
representations  and warranties  made herein by Purchaser in offering the Shares
for sale and in relying upon applicable  exemptions  available under the Act and
applicable state securities laws.

         7.  Restricted Shares. Purchaser  understands and acknowledges that the
Shares have not been,  and will not as of the time issued,  be registered  under
the Securities Act and that they will be issued in reliance upon exemptions from
the  registration  requirements of the Securities Act, and thus cannot be resold
unless they are included in an effective  registration statement filed under the
Securities  Act or unless an exemption from  registration  is available for such
resale.  With regard to the restrictions on resales of the Shares,  Purchaser is
aware:  (a) that the  Company  will  issue  stop  transfer  orders  to its stock
transfer agent in the event of attempts to improperly  transfer any such Shares,
and (b) that a restrictive  legend will be placed on  certificates  representing
the Shares, which legend will read substantially as follows:

         THESE SECURITIES (THE  "SECURITIES") HAVE NOT BEEN REGISTERED UNDER THE
         SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE
         AND MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN  EFFECTIVE
         REGISTRATION  STATEMENT FOR THE  SECURITIES OR AN OPINION OF COUNSEL OR
         OTHER EVIDENCE  ACCEPTABLE TO THE CORPORATION THAT SUCH REGISTRATION IS
         NOT REQUIRED.

The legend set forth  above  shall be promptly  removed,  and the Company  shall
issue a  certificate  without  such legend to the holder of any such  Unlegended
Shares (as defined in Section 9.3 below) upon which such legend is stamped,  if,
unless  otherwise  required  by  state  securities  laws,  (i) such  Shares  are
registered for resale under the  Securities Act and are sold in compliance  with
the  requirements  of  the  Securities  Act,  (ii)  in  connection  with  a sale
transaction,  such holder provides the Company with an opinion of counsel,  in a
form  reasonably  acceptable  to the Company,  to the effect that a public sale,

                                       12


<PAGE>



assignment or transfer of such Shares may be made without registration under the
Securities  Act,  or (iii) such holder  provides  the  Company  with  reasonable
assurances that such Shares can be sold pursuant to Rule 144  promulgated  under
the  Securities  Act  without  any  restriction  as to the number of  securities
acquired  as  of  a  particular   date  that  can  then  be  immediately   sold.
Notwithstanding  the  removal  of the  legend  set forth  above in the event the
Shares are registered  for resale on an effective  registration  statement,  the
Company reserves the right to affix a legend on certificates  representing  such
Shares that any selling  shareholder  must comply with the  prospectus  delivery
requirements  of the Securities Act in connection  with any resale.  The Company
shall bear the cost of the removal of any legend as  anticipated by this Section
7.

         8.       Other Covenants of the Company.
                  ------------------------------

                  8.1   Furnishing of Information. As long as Purchaser owns any
Shares  which  cannot be resold  without  volume  restrictions  pursuant to Rule
144(k)  promulgated  under the Securities  Act, the Company  covenants to timely
file (or obtain  extensions  in respect  thereof and file within the  applicable
grace  period)  all reports  required to be filed by the Company  after the date
hereof  pursuant to Section  13(a) or 15(d) of the Exchange  Act. If at any time
prior to the date on which Purchaser may resell all of its Shares without volume
restrictions  pursuant to Rule 144(k)  promulgated  under the Securities Act (as
determined  by counsel to the Company  pursuant to a written  opinion  letter to
such effect,  addressed and  acceptable to the Company's  transfer agent for the
benefit of and  enforceable  by  Purchaser)  the Company is not required to file
reports pursuant to such sections,  it will prepare and furnish to Purchaser and
make publicly  available in accordance  with Rule 144(c)  promulgated  under the
Securities  Act annual  and  quarterly  financial  statements,  together  with a
discussion  and  analysis of such  financial  statements  in form and  substance
substantially  similar to those that would  otherwise be required to be included
in reports  required by Section  13(a) or 15(d) of the  Exchange Act in the time
period that such  filings  would have been  required to have been made under the
Exchange  Act.  The Company  further  covenants  that it will take such  further
action as Purchaser may reasonably request, all to the extent required from time
to time to enable  Purchaser to sell its Shares without  registration  under the
Securities  Act within the  limitation  of the  exemptions  provided by Rule 144
promulgated under the Securities Act.

                  8.2   Listing of Shares. The Company shall, if required by any
applicable listing agreement, (a) not later than the Effective Date, prepare and
file with any national securities exchange,  market or trading facility on which
the  Common  Stock is then  listed  an  additional  shares  listing  application
covering  the Shares,  (b) take all steps  necessary  to cause such shares to be
approved  for  listing  on any other  national  securities  exchange,  market or
trading  facility  on which the Common  Stock is then listed as soon as possible
thereafter  and (c)  provide to  Purchaser  evidence  of such  listing,  and the
Company  shall  maintain  the  listing of its Common  Stock on such  exchange or
market.

                  8.3   First  Right.  The  Company   shall  not,   directly  or
indirectly,  without the prior written consent of Purchaser,  offer, sell, grant
any option to purchase,  or otherwise  dispose of (or announce any offer,  sale,
grant or any option to purchase or other disposition) any of its Common Stock or
securities convertible into Common Stock at a price that is less than the market
price of the Common Stock at the time of issuance of such security or investment
(a  "Subsequent  Financing")  for a period of three hundred and sixty (360) days
after the Effective  Date, or the redemption of all the Shares,  whichever first
occurs,  except (i) the granting of options or warrants to employees,  officers,

                                       13


<PAGE>



directors and  consultants,  and the issuance of shares upon exercise of options
granted,  under any stock option plan heretofore or hereinafter  duly adopted by
the  Company,  (ii) shares  issued upon  exercise of any  currently  outstanding
warrants or options and upon conversion of any currently outstanding convertible
debenture,  in each  case  disclosed  in  Section  4.4 or  Schedule  4.4,  (iii)
securities  issued in connection with the  capitalization or creation of a joint
venture with a strategic  partner,  (iv) shares issued to pay part or all of the
purchase  price for the  acquisition  by the  Company  of a person  (which,  for
purposes  of this  clause  (iv),  shall not  include an  individual  or group of
individuals),  and (v)  shares  issued in a bona  fide  public  offering  by the
Company of its  securities,  unless (A) the  Company  delivers  to  Purchaser  a
written notice (the  "Subsequent  Financing  Notice") of its intention to effect
such Subsequent  Financing,  which Subsequent Financing Notice shall describe in
reasonable detail the proposed terms of such Subsequent Financing, the amount of
proceeds intended to be raised thereunder,  the person with whom such Subsequent
Financing  shall be  effected,  and  attached  to which shall be a term sheet or
similar document  relating thereto and (B) Purchaser shall not have notified the
Company by 5:00 p.m. (New York time) on the tenth (10th)  Business Day after its
receipt  of the  Subsequent  Financing  Notice of its  willingness  to  provide,
subject to completion  of mutually  acceptable  documentation,  financing to the
Company on substantially the terms set forth in the Subsequent Financing Notice.
If  Purchaser  shall fail to notify the Company of its  intention  to enter into
such  negotiations  within  such time  period,  then the  Company may effect the
Subsequent  Financing  substantially  upon  the  terms  and to the  persons  (or
affiliates  of such  persons)  set  forth in the  Subsequent  Financing  Notice;
provided  that the Company  shall  provide  Purchaser  with a second  Subsequent
Financing Notice,  and Purchaser shall again have the right of first refusal set
forth above in this  Section  8.3, if the  Subsequent  Financing  subject to the
initial  Subsequent  Financing  Notice shall not have been  consummated  for any
reason on the terms set forth in such Subsequent  Financing  Notice within sixty
(60) Business  Days after the date of the initial  Subsequent  Financing  Notice
with the person (or an affiliate of such person)  identified  in the  Subsequent
Financing  Notice.  The rights  granted to Purchaser in this Section 8.3 are not
subject to any prior right of first  refusal given to any other person except as
disclosed on Schedule 4.4.

                  8.4   Certain  Agreements.(a) The Company covenants and agrees
that it will not, without the prior written consent of Purchaser, enter into any
subsequent or further  offer or sale of Common Stock or  securities  convertible
into  Common  Stock with any third  party  until the date  which is one  hundred
eighty (180) days after the Effective Date, unless all of the Initial Shares and
Additional Shares held by the Investor have been redeemed by the Company.

                  (b)   The provisions of Section  8.4(a) will not apply to: (u)
the grant of any option,  warrant or other right to acquire shares of the Common
Stock  (including  the exercise or  conversion  of any such  option,  warrant or
right) granted to employees, officers, directors and consultants of the Company;
(v) Common Stock issued  pursuant to an exemption  from  registration  under the
Securities  Act,  provided  the holder  thereof is  required to hold such Common
Stock  for at least  one year  from the date of  issuance;  (w) an  underwritten
public offering of shares of Common Stock;  (x) the offering of shares of Common
Stock at a price equal to the  then-prevailing  market, not exceeding 10% of the
prior day's trading  volume;  or (y) the issuance of securities  (other than for
cash) in connection with a merger, consolidation, sale of assets, disposition or
the  exchange of the  capital  stock for  assets,  stock or other joint  venture
interests;  and provided further,  that such securities would not be included in
the  Registration  Statement  relating to the Initial  Shares and a registration
statement  in respect of such stock  shall not be filed prior to sixty (60) days
after the Effective Date.

                                       14


<PAGE>



                  8.5   Limitation on Issuance of Common Stock.The Company shall
not issue an aggregate number of (i) Shares under this Agreement and (ii) shares
of Common Stock  pursuant to the exercise of the Warrant,  that exceeds 19.9% of
the shares of Common  Stock  issued and  outstanding  on the date of the Initial
Closing (the "Share Limitation"). If, pursuant to this Agreement and the Warrant
the  Company  otherwise  would be required to issue a number of shares of Common
Stock that exceeds the Share Limitation, then (i) the Company will promptly take
all steps reasonably necessary to be in a position to issue Shares and Repricing
Shares upon exercise of the Warrants without violating the Share Limitation, and
(ii) if, despite  taking such steps,  the Company still cannot issue such Shares
and Repricing Shares without violating the Share  Limitation,  the Company shall
redeem each Repriced Share for an amount equal to the economic  benefit a holder
of Initial  Shares would realize  before taxes and  commissions  for selling the
Repricing Shares issuable to him.

                  8.6   Available  Shares.Subject  to the  provisions of Section
8.5 above,  the Company  shall have at all times  authorized  and  reserved  for
issuance,  free from  preemptive  rights,  shares of Common Stock  sufficient to
yield the number of shares of Common Stock  issuable as may be required to issue
the Repriced Shares.

                  8.7   Warrant.The Company  agrees to issue to Purchaser at the
Closing,  the transferable  divisible Warrant for the number of shares of Common
Stock equal to 20% of the Purchase  Price divided by the Initial  Closing Price.
The Warrant shall (i) bear an exercise  price per share of Common Stock equal to
120% of the Closing Bid Price for the five (5) Business Days  immediately  prior
to the Closing Date, (ii) be exercisable  immediately  upon issuance,  and for a
period  of three (3)  years  thereafter,  and  (iii)  have a  cashless  exercise
provision.

                  8.8   Reimbursement. If (i) Purchaser, other than by reason of
its gross negligence or willful misconduct,  becomes involved in any capacity in
any  action,  proceeding  or  investigation  brought by any  shareholder  of the
Company,  in  connection  with  or  as a  result  of  the  consummation  of  the
transactions  contemplated  by the  Transaction  Documents,  or if  Purchaser is
impleaded in any such action, proceeding or investigation by any person, or (ii)
Purchaser, other than by reason of its gross negligence or willful misconduct or
by reason of its trading of the Common  Stock in a manner that is illegal  under
the federal  securities  laws,  becomes  involved in any capacity in any action,
proceeding or investigation  brought by the SEC against or involving the Company
or in connection  with or as a result of the  consummation  of the  transactions
contemplated by the Transaction  Documents,  or if Purchaser is impleaded in any
such action,  proceeding or investigation by any person,  then in any such case,
the Company will reimburse Purchaser for its reasonable legal and other expenses
(including the cost of any investigation and preparation) incurred in connection
therewith,  as such expenses are incurred. In addition,  other than with respect
to any matter in which  Purchaser  is a named  party,  the  Company  will pay to
Purchaser the charges,  as reasonably  determined by Purchaser,  for the time of
any officers or employees of  Purchaser  devoted to appearing  and  preparing to
appear as witnesses,  assisting in preparation for hearings,  trials or pretrial
matters,  or otherwise  with respect to inquiries,  hearing,  trials,  and other
proceedings relating to the subject matter of this Agreement.  The reimbursement
obligations  of the Company  under this  Section 8.8 shall be in addition to any
liability which the Company may otherwise have, shall extend upon the same terms
and  conditions to any  affiliates of Purchaser  that are actually named in such
action, proceeding or investigation,  and partners, directors, agents, employees
and controlling  persons (if any), as the case may be, of Purchaser and any such

                                       15


<PAGE>



affiliate, and shall be binding upon and inure to the benefit of any successors,
assigns,  heirs and personal  representatives of the Company,  Purchaser and any
such affiliate and any such person.


                  8.9      (i)   Redemption.(a)]   Notwithstanding   any   other
provision  hereof to the contrary,  at any time up to ninety (90) days after the
date of Closing,  the Company  shall have the right to redeem all or any portion
of the Initial  Shares then held by Purchaser  for which a Repricing  Notice has
not been submitted in cash for an amount (the "Redemption  Amount") equal to the
Applicable Percentage (as defined below) multiplied by the Initial Closing Price
of the Initial Shares being redeemed.


                           (ii)  The Company  shall give ten (10) days'  written
notice of such redemption to Purchaser (the "Notice of Redemption"). Anything in
the preceding provisions of this Section 8 to the contrary notwithstanding,  the
Redemption  Amount  shall,  unless  otherwise  agreed to in writing by Purchaser
after receiving the Notice of Redemption,  be paid to Purchaser in good funds on
or before the tenth day from the date of the Notice of Redemption.

                           (iii) Applicable Percentage ("Applicable Percentage")
shall be determined in accordance with the following schedule:

    If the Redemption Payment Date is            the Applicable Percentage is
    ---------------------------------            ----------------------------

    between 1-60 days after the Closing Date     110%
    between 61-90 days after the Closing Date    117%
    (but not later than the Effective Date)

         9.       Transfer Agent Instructions.
                  ---------------------------

                  9.1   Irrevocable Instructions.  The Company will  irrevocably
instruct its transfer agent to issue  Repriced  Shares from time to time in such
amounts as shall be  specified  from time to time by the Company to the transfer
agent,  bearing the restrictive  legend specified in Section 7 of this Agreement
prior to registration of the Shares under the Securities Act,  registered in the
name of  Purchaser or its nominee and in such  denominations  to be specified by
Purchaser  in  connection  with  each  Closing.  The  Company  warrants  that no
instruction other than such instructions  referred to in this Section 9 and stop
transfer  instructions  to give effect to Section 7 hereof prior to registration
and sale of the Shares under the  Securities Act will be given by the Company to
the  transfer  agent  and  that  the  securities   shall   otherwise  be  freely
transferable  on the books  and  records  of the  Company  as and to the  extent
provided in this Agreement,  the Registration  Rights Agreement,  and applicable
law.  Nothing in this Section 9 shall affect in any way Purchaser's  obligations
and agreement to comply with all applicable  securities  laws upon resale of the
Shares.

                  9.2   [Intentionally Omitted]

                  9.3   Transmission of  Certificates. The Company will transmit
the certificates representing the unlegended securities ("Unlegended Shares") to
be issued to Purchaser via express courier, by electronic transfer or otherwise,

                                       16


<PAGE>



within three (3) Business Days after  receipt by the Company of the  certificate
representing the legended Common Stock,  and a representation  by Purchaser that
such shares have been  registered and sold in accordance  with the provisions of
the Securities Act (the "Delivery Date").

                  9.4   Delay. The  Company  understands  that  a  delay  in the
issuance of the  Unlegended  Shares  beyond the  Delivery  Date could  result in
economic loss to Purchaser.  On and after the Effective Date as  compensation to
Purchaser  for such loss,  the Company  agrees to pay late payments to Purchaser
for late issuance of Unlegended Shares in accordance with the following schedule
(where  "No.  of Days Late" is defined  as the  number of days  beyond  five (5)
Business Days from Delivery Date):

                                       Late Payment For Each
                  No. of Days Late     $10,000 of Common Stock
                  ----------------     -----------------------

                             1                  $100
                             2                  $200
                             3                  $300
                             4                  $400
                             5                  $500
                             6                  $600
                             7                  $700
                             8                  $800
                             9                  $900
                            10                  $1,000
                           >10                  $1,000 +$200 for each Business
                                                         Day Late beyond 10 days

The  Company  shall  pay  any  payments  incurred  under  this  Section  9.4  in
immediately available funds upon demand.  Nothing herein shall limit Purchaser's
right to pursue actual  damages for the  Company's  failure to issue and deliver
the Unlegended Shares to Purchaser, except to the extent that such late payments
shall  constitute  payment  for and offset any such  actual  damages  alleged by
Purchaser, and any Buy In Adjustment Amount (as defined below).

                  9.5   Cover.If the Company fails for any reason to deliver the
Unlegended  Shares after such Delivery Date and the holder of the Initial Shares
(a "Holder")  purchases,  in an open market transaction or otherwise,  shares of
Common Stock (the "Covering  Shares") in order to make delivery in  satisfaction
of a sale of Common  Stock by such Holder (the "Sold  Shares"),  which  delivery
such Holder  anticipated to make using the Unlegended Shares (a "Buy-In"),  then
the  Company  shall  pay to  such  Holder,  in  addition  to all  other  amounts
contemplated in other provisions of the Transaction  Documents,  and not in lieu
thereof, the Buy-In Adjustment Amount (as defined below). The "Buy-In Adjustment
Amount" is the amount equal to the excess,  if any, of (x) such  Holder's  total
purchase price (including brokerage commissions, if any) for the Covering Shares
over (y) the net proceeds (after brokerage commissions, if any) received by such
Holder  from the sale of the Sold  Shares.  The  Company  shall  pay the  Buy-In
Adjustment Amount to such Holder in immediately available funds immediately upon
demand by such  Holder.  By way of  illustration  and not in  limitation  of the
foregoing,  if such Holder  purchases  Covering  Shares having a total  purchase
price  (including  brokerage  commissions)  of  $11,000  to cover a Buy-In  with

                                       17


<PAGE>



respect to shares of Common Stock that it sold for net proceeds of $10,000,  the
Buy-In Adjustment Amount that the Company will be required to pay to such Holder
will be $1,000.

                  9.6   Electronic  Transfer. In  lieu  of  delivering  physical
certificates  representing  the  Unlegended  Shares  issuable  upon  conversion,
provided the Company's  transfer agent is  participating in the Depository Trust
Company  ("DTC") Fast Automated  Securities  Transfer  program,  upon request of
Purchaser or the  Company's  election,  and the  Company's  compliance  with the
provisions  contained in this Section 9.6, so long as the certificates  therefor
do not bear a legend and the  Purchaser  thereof is not obligated to return such
certificate  for the  placement of a legend  thereon,  the Company shall use its
best efforts to cause its transfer agent to  electronically  transmit the Common
Stock to Purchaser by crediting the account of Purchaser's Prime Broker with DTC
through its Deposit Withdrawal Agent Commission system.

                  9.7   Transfer Agent. The Company will  authorize its transfer
agent to give  information  relating to the Company directly to the Purchaser or
the  Purchaser's  representatives  upon the request of the Purchaser or any such
representative,  to the  extent  such  information  relates to (i) the status of
shares of Common Stock issued or claimed to be issued to the Purchaser,  or (ii)
the number of  outstanding  shares of Common Stock of all  stockholders  as of a
current or other  specified  date. The Company will provide the Purchaser with a
copy of the authorization so given to the transfer agent.

                  9.8   Subject  to the   completeness   and   accuracy  of  the
Purchaser's  representations and warranties herein, and following the expiration
of any applicable  Distribution Compliance Period (as those terms are defined in
Regulation S), the Company,  shall,  at its expense,  take all necessary  action
(including  the issuance of an opinion of counsel) to assure that the  Company's
transfer agent shall issue stock certificates without restrictive legend or stop
orders in the name of  Purchaser  (or its nominee  (being a non-U.S.  Person) or
such  non-U.S.   Persons  as  may  be  designated  by  Purchaser)  and  in  such
denominations to be specified at conversion representing the number of shares of
Common Stock  issuable  upon such  conversion,  as  applicable.  Nothing in this
Section,  however,  shall  affect  in any  way  Purchaser's  or  such  nominee's
obligations  and agreement to comply with all  applicable  securities  laws upon
resale of the Securities.}

         10.      Closing Date.
                  ------------

                  10.1  The  closing of the  issuance  and  sale of the  Initial
Shares shall occur on the date (the "Closing Date"), which is the first Business
Day  after the  fulfillment  or waiver of all  closing  conditions  pursuant  to
Sections 11 and 12 hereof or such other date and time as is mutually agreed upon
by the Company and the Purchasers.

                  10.2  Notwithstanding   anything  to  the  contrary  contained
herein,  the Escrow Agent will be authorized to release the Escrow Property only
upon satisfaction of the conditions set forth in Sections 11 and 12 hereof.






                                       18


<PAGE>


         11.      Conditions To The Company's Obligation To Sell.
                  ----------------------------------------------

                  Purchaser  understands  that the Company's  obligation to sell
the Initial  Shares on the Closing Date to Purchaser  pursuant to this Agreement
is conditioned upon:

                  11.1  The  receipt  and   acceptance   by  Purchaser  of  this
Agreement as evidenced by Purchaser's execution and delivery of this Agreement.

                  11.2  Delivery by  Purchaser to the Escrow Agent of good funds
as  payment in full of an amount  equal to the  Purchase  Price for the  Initial
Shares in accordance with Section 1.2 hereof;

                  11.3  The accuracy on the Closing Date of the  representations
and  warranties  of  Purchaser  contained  in this  Agreement  as if made on the
Closing Date, and the  performance by Purchaser on or before the Closing Date of
all covenants and agreements of Purchaser  required to be performed on or before
the Closing Date;

                  11.4  There shall not be in effect any law, rule or regulation
prohibiting or restricting the transactions  contemplated  hereby,  or requiring
any consent or approval which shall not have been obtained.

         12.      Conditions to Purchaser's Obligation to Purchase.
                  ------------------------------------------------

                  The  Company   understands  that  Purchaser's   obligation  to
purchase the Initial Shares on the Closing Date is conditioned upon:

                  12.1  Acceptance by the Company of this Agreement for the sale
of the Initial Shares,  as indicated by the Company's  execution and delivery of
this Agreement;

                  12.2  Delivery  by the  Company  to the  Escrow  Agent  of the
Certificate in accordance with this Agreement;

                  12.3  The  accuracy  in all  material  respects on the Closing
Date of the  representations  and  warranties  of the Company  contained in this
Agreement as if made on the Closing Date and the  performance  by the Company on
or before the  Closing  Date of all  covenants  and  agreements  of the  Company
required to be performed on or before the Closing Date; and

                  12.4  On  the  Closing  Date,  Purchaser  having  received  an
opinion of counsel for the Company,  dated the Closing Date, in form,  scope and
substance reasonably  satisfactory to Purchaser, to the effect set forth hereto,
the Registration Rights Agreement, the Warrant and the Additional Agreements.

                  12.5  No statute, rule,  regulation,  executive order, decree,
ruling or injunction shall be enacted,  entered,  promulgated or endorsed by any
court or  governmental  authority of competent  jurisdiction  which prohibits or
adversely  effects  any  of the  transactions  contemplated  by the  Transaction
Documents,  and no  proceeding  or  investigation  shall have been  commenced or
threatened  which may have the effect of prohibiting or adversely  effecting any
of the transactions contemplated by the Transaction Documents.

                                       19


<PAGE>



                  12.6  From and  after the date  hereof  to and  including  the
Closing Date,  the trading of the Common Stock shall not have been  suspended by
the SEC, or the NASD and trading in  securities  generally on the New York Stock
Exchange or NASDAQ shall not have been  suspended or limited,  nor shall minimum
prices have been established for securities traded on NASDAQ, nor shall there be
any outbreak or  escalation  of  hostilities  involving the United States or any
material  adverse  change in any  financial  market  that in either  case in the
reasonable  judgment of  Purchaser  makes it  impracticable  or  inadvisable  to
purchase the Initial Shares, as the case may be.

         13.      General Provisions.
                  ------------------

                  13.1  Assignment.  Neither  this  Agreement  nor any rights of
Purchaser  hereunder may be assigned by either party to any other person without
the prior written consent of the Company.

                  13.2  Attorneys'  Fees. In the event any dispute  arises under
this  Agreement  or the  documents  or  instruments  executed  and  delivered in
connection with this  Agreement,  and the parties hereto resort to litigation to
resolve such dispute,  the prevailing party in any such litigation,  in addition
to all other  remedies  at law or in equity,  shall be  entitled  to an award of
costs and fees from the other party, which costs and fees shall include, without
limitation, reasonable attorneys' fees and legal costs.


                  13.3  Choice of Law; Venue.  This  Agreement will be construed
and enforced in accordance  with and governed by the laws of California  and the
federal law of the United States[,] without reference to principles of conflicts
of law.  The parties  agree that,  in the event of any dispute  arising out this
Agreement or the transactions contemplated thereby, venue for such dispute shall
be in the state or federal courts  located in the State of California,  and that
each  party  hereto  waives  any  objection  to such  venue  based on forum  non
conveniens.


                  13.4  Costs and Expenses. The parties shall be responsible for
and  shall  pay their own  costs  and  expenses,  including  without  limitation
attorneys'  fees and  accountants'  fees and expenses,  in  connection  with the
conduct of the due  diligence  inquiry,  negotiation,  execution and delivery of
this  Agreement  and the  instruments,  documents  and  agreements  executed  in
connection with this Agreement,  except that the Company shall pay the legal and
escrow fees of the Purchaser in connection herewith.

                  13.5  Counterparts/Facsimile Signatures. This Agreement may be
executed  in one or more  counterparts,  each of which  when so signed  shall be
deemed to be an original,  and such  counterparts  together shall constitute one
and the same instrument.  In lieu of the original,  a facsimile  transmission or
copy of the original shall be as effective and enforceable as the original.

                  13.6  Entire  Agreement: Amendment.  This Agreement,  together
with the exhibits to this  Agreement  and the other  instruments  and  documents
delivered  in  connection  with this  Agreement  constitute  the full and entire
understanding  and  agreement  between the parties  with regard to the  subjects
hereof and thereof,  and no party shall be liable or bound to any other party in
any  manner  by  any  warranties,   representations   or  covenants   except  as
specifically  set  forth in this  Agreement  or  therein.  Except  as  expressly
provided in this  Agreement,  neither this  Agreement nor any term hereof may be




                                       20


<PAGE>



amended,  waived,  discharged or terminated  other than by a written  instrument
signed by the party  against whom  enforcement  of any such  amendment,  waiver,
discharge or termination is sought.

                  13.7  Headings. The headings of the sections and paragraphs of
this Agreement  have been inserted for  convenience of reference only and do not
constitute a part of this Agreement.

                  13.8  Notices.All notices or other communications provided for
under this Agreement shall be in writing, and mailed, telecopied or delivered by
hand delivery or by overnight courier service, as follows:

                                       21


<PAGE>






                           If to the Company:
                           -----------------

                                    Altair International Inc.
                                    1725 Sheridan Avenue, Suite 140
                                    Cody, Wyoming 82414
                                    Attention: Dr. William P. Long
                                    ---------
                                    Tel No.: (307) 587-8024
                                    Fax No.: (307) 587-8357

                           With a copy to:
                           --------------

                                    Parr, Waddoups, Brown Gee & Loveless
                                    185 South State St., Suite 1300
                                    Salt Lake City, Utah 84111
                                    Attention:   Brian Lloyd, Esq.
                                    ---------
                                    Tel No.: (801) 532-7840
                                    Fax No.: (801) 532-7750

                           If to Purchaser:
                           ---------------

                                    Anderson LLC
                                    c/o Beacon Fund Advisors Ltd.
                                    Harbour House, 2nd Floor
                                    Waterfront Drive, P.O. Box 972
                                    Road Town
                                    Tortola, British Virgin Islands
                                    Tel No.:1-284-494-4770
                                    Fax No.: 1-284-494-4771

                           With a copy to:
                           --------------

                                    Krieger & Prager, LLP
                                    39 Broadway, Suite 1440
                                    New York, New York 10006
                                    Attention:       Samuel M. Krieger, Esq.
                                    ---------
                                    Tel No.: 212-363-2900
                                    Fax No: 212-363-2999

All notices and communications shall be effective as follows:  when mailed, upon
three (3)  Business  Days after  deposit  in the mail  (postage  prepaid);  when

                                       22


<PAGE>



telecopied,  upon confirmed  transmission  of the telecopied  notice;  when hand
delivered,  upon delivery; and when sent by overnight courier, the next Business
Day after deposit of the notice with the overnight courier.

                  13.9   Publicity. The Company and Purchaser shall consult with
each other in issuing any press releases or otherwise  making public  statements
with respect to the  transactions  contemplated  hereby and no party shall issue
any such press release or otherwise make any such public  statement  without the
prior  written  consent  of  the  other  parties,  which  consent  shall  not be
unreasonably withheld or delayed, except that no prior consent shall be required
if such  disclosure is required by law, in which such case the disclosing  party
shall  provide the other  parties  with prior  notice of such public  statement.
Notwithstanding the foregoing,  the Company shall not publicly disclose the name
of Purchaser without the prior written consent of such Purchaser,  except to the
extent required by law.  Purchaser  acknowledges  that this Agreement and all or
part of the  Transaction  Documents may be deemed to be "material  contracts" as
that term is defined by Item  601(b)(10) of Regulation S-K, and that the Company
may  therefore  be  required  to file such  documents  as exhibits to reports or
registration  statements  filed under the  Securities  Act or the Exchange  Act.
Purchaser  further  agrees that the status of such  documents  and  materials as
material  contracts shall be determined  solely by the Company,  in consultation
with its counsel.

                  13.10  Severability.  Should any one or more of the provisions
of this  Agreement  be  determined  to be  illegal or  unenforceable,  all other
provisions of this Agreement shall be given effect separately from the provision
or  provisions  determined  to be  illegal  or  unenforceable  and  shall not be
affected thereby.

                  13.11  Survival  of   Representations   And  Warranties.   The
Company's  representations and warranties herein shall survive the execution and
delivery of this  Agreement for one (1) year,  and shall inure to the benefit of
Purchaser and its successors and assigns.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




                                       23


<PAGE>






         IN WITNESS WHEREOF,  the parties named below have caused this Agreement
to be executed, as of the date first above written.

                                            ANDERSON LLC`
                                            -------------



                                            By:

                                            Its:



                                            THE COMPANY:
                                            -----------

                                            ALTAIR INTERNATIONAL INC.

                                            By:

                                            Its:





                                       24


<PAGE>





                                    EXHIBIT A

                          REGISTRATION RIGHTS AGREEMENT






                                       25


<PAGE>








                                    EXHIBIT B

                                ESCROW AGREEMENT






                                       26


<PAGE>








                                    EXHIBIT C

                                     WARRANT



                                       27


<PAGE>








                                    EXHIBIT D

                              ADDITIONAL AGREEMENTS






                                    EXHIBIT E

                            JOINT ESCROW INSTRUCTIONS






                                       28