Exhibit 4.3

                                    EXHIBIT A
                                       TO
                              COMMON STOCK PURCHASE
                                    AGREEMENT

                          REGISTRATION RIGHTS AGREEMENT

                  THIS REGISTRATION RIGHTS AGREEMENT, dated as of March 31, 2000
(this "Agreement"),  is made by and between ALTAIR INTERNATIONAL INC. an Ontario
corporation, with headquarters located at 1725 Sheridan Avenue, Suite 140, Cody,
Wyoming 82414 (the "Company"), and the entity named on the signature page hereto
(each, an "Initial  Investor")  (each  agreement with an Initial  Investor being
deemed a separate and independent agreement between the Company and such Initial
Investor,  except that each Initial  Investor  acknowledges  and consents to the
rights granted to each other Initial Investor under such agreement)

                              W I T N E S S E T H:

                  WHEREAS,  upon the terms and subject to the  conditions of the
Common Stock Purchase  Agreement,  dated as of March 31, 2000,  between Investor
and the Company (the "Common  Stock  Purchase  Agreement;"  terms not  otherwise
defined  herein  shall have the  meanings  ascribed to them in the Common  Stock
Purchase  Agreement),  the Company has agreed to issue and sell to Investor  the
Initial Shares, together with the Repriced Shares (collectively, the "Shares");

                  WHEREAS,  the  Company  has  agreed  to issue the  Warrant  to
Investor in connection with the issuance of the Shares; and

                  WHEREAS,  to induce Investor to execute and deliver the Common
Stock Purchase Agreement, the Company has agreed to provide certain registration
rights  under the  Securities  Act with  respect to the  Shares and the  Warrant
Shares (as defined below).

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

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




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                  (a)  "Potential Material Event" means any of the following:(i)
the possession by the Company of material information not ripe for disclosure in
a Registration  Statement,  which shall be evidenced by  determinations  in good
faith  by the  Board  of  Directors  of the  Company  that  disclosure  of  such
information in the  Registration  Statement would be detrimental to the business
and affairs of the Company;  or (ii) any material  engagement or activity by the
Company which would, in the good faith  determination  of the Board of Directors
of the Company, be adversely affected by disclosure in a Registration  Statement
at  such  time,  which  determination  shall  be  accompanied  by a  good  faith
determination  by the Board of Directors  of the Company  that the  Registration
Statement  would  be  materially   misleading   absent  the  inclusion  of  such
information;

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

                  (c)  "Registrable  Securities" mean the Shares and the Warrant
Shares and the Securities listed on Schedule 5(b); and

                  (d)  "Registration  Statement" means a registration  statement
of the  Company  under  the  Securities  Act,  or an  amendment  to an  existing
registration statement.

                  2.   Registration.

                  (a)  Mandatory Registration.

                  (i)  The Company  shall prepare and file with the SEC, as soon
as possible  after the Initial  Closing and no later than a date (the  "Required
Filing Date"), which is thirty (30) days following the Initial Closing, either a
Registration  Statement on Form S-3 or an amendment to an existing  Registration
Statement,  in either  event  Registering  for resale by  Investor a  sufficient
number of shares of Common Stock for Investor to sell the Registrable Securities
(or such lesser  number as may be required by the SEC, but in no event less than
(i) two hundred percent (200%) of the aggregate  number of Initial  Shares,  and
(ii) the number of shares of Common Stock that would be issued upon  exercise of
the Warrant  (the  "Warrant  Shares") at the time of filing of the  Registration
Statement  (assuming  for such purposes that the Warrant had been eligible to be
exercised and had been  exercised in accordance  with its terms,  whether or not
such  eligibility  or  exercise  had in  fact  occurred  as of such  date).  The
Registration  Statement  shall state that, in  accordance  with Rule 416 and 457
under the  Securities  Act, it covers such  indeterminate  number of  additional
shares of Common  Stock as may become  issuable  upon  repricing  of the Initial

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Shares and the exercise of the Warrant to prevent dilution  resulting from stock
splits or stock  dividends.  The Company will use its reasonable best efforts to
cause  such  Registration  Statement  to be  declared  effective  on a  date  (a
"Required  Effective Date"),  which is no later than the earlier of (y) five (5)
Business  Days after notice by the SEC that it may be declared  effective or (z)
ninety (90) days after the date of the Initial Closing.

                  (ii) If at any time (an "Increased  Registered  Shares Date"),
the number of shares of Common Stock represented by the Registrable Securities ,
issued or to be issued as contemplated by the Transaction Documents, exceeds the
aggregate number of shares of Common Stock then  Registered,  the Company shall,
within ten (10) Business Days after receipt of a written  notice from  Investor,
either:  (x) amend the  Registration  Statement filed by the Company pursuant to
the preceding  provisions of this Section 2, if such Registration  Statement has
not been  declared  effective  by the SEC at that time,  to Register two hundred
percent  (200%) of such  Registrable  Shares,  computed as  contemplated  by the
immediately  preceding  subparagraph (i); or (y) if such Registration  Statement
has  been  declared  effective  by the SEC at that  time,  file  with the SEC an
additional  Registration Statement (an "Additional  Registration  Statement") to
Register two hundred percent (200%) of the shares of Common Stock represented by
the Registrable  Shares,  computed as contemplated by the immediately  preceding
subparagraph  (i),  that exceed the  aggregate  number of shares of Common Stock
already  Registered.  The Company will use its reasonable  best efforts to cause
such  Registration  Statement  to be declared  effective  on a date (a "Required
Effective  Date")  which is no later  than (q) with  respect  to a  Registration
Statement  under clause (x) of this  subparagraph  (ii), the Required  Effective
Date  contemplated by the immediately  preceding  subparagraph  (i) and (r) with
respect to an  Additional  Registration  Statement,  the earlier of (i) five (5)
Business Days after notice by the SEC that it may be declared  effective or (ii)
forty (40) days after the Increased Registered Shares Date.

                  (b)  Payments by the Company.

                       (i)   If  the   Registration   Statement   covering   the
Registrable  Securities is not filed in proper form with the SEC by the Required
Filing  Date,  the Company  will make payment to Investor in such amounts and at
such times as shall be determined pursuant to this Section 2(b);

                       (ii)  If  the   Registration   Statement   covering   the
Registrable  Securities  is not effective by thirty (30) days after the relevant
Required  Effective  Date or if Investor  is  restricted  from  making  sales of
Registrable  Securities covered by a previously effective Registration Statement
at any time (the date such  restriction  commences,  a  "Restricted  Sale Date")
after the  Effective  Date other than  during a  Suspension  Period (as  defined
below),  then the Company will make  payments to Investor in such amounts and at
such times as shall be determined pursuant to this Section 2(b);

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                       (iii) The amount (each a "Periodic Amount") to be paid by
the Company to Investor  shall be  determined  as of each  Computation  Date (as
defined  below) and the Periodic  Amount  shall be equal to the Periodic  Amount
Percentage  (as  defined  below) of the  Purchase  Price for all of the  Initial
Shares for the period from the date following the relevant Required Filing Date,
Required  Effective  Date or  Restricted  Sale Date,  as the case may be, to the
first relevant  Computation Date, and thereafter to each subsequent  Computation
Date.  The  "Periodic  Amount  Percentage"  means  (A) two  percent  (2%) of the
Purchase  Price for the period from the date  following  the  relevant  Required
Filing Date,  Required  Effective Date or Restricted  Sale Date, as the case may
be, to the second relevant  Computation  Date, and (B) three percent (3%) of the
Purchase Price to each Computation Date thereafter (prorated on a daily basis if
such period is less than thirty (30) days).  By way of  illustration  and not in
limitation of the foregoing,  if the Registration  Statement for the Registrable
Securities  relating  to the Common  Stock and  Warrants  issued on the  Initial
Closing  Date is timely filed but is not  declared  effective  until one hundred
sixty-five (165) days after the date of the Initial Closing, the Periodic Amount
will aggregate five and one-half  percent (5 1/2%) of the Purchase Price (2% for
days 91-120, 2% for days 121-150, and 1 1/2% for days 151-165).

                       (iv)  Each Periodic Amount will be payable by the Company
in cash or other  immediately  available  funds to  Investor  at the end of each
Computation Period, without requiring demand therefor by Investor;

                       (v)   The parties  acknowledge that the damages which may
be  incurred  by  Investor  if the  Registration  Statement  is not filed by the
Required  Filing Date or if the  Registration  Statement  has not been  declared
effective  by a  Required  Effective  Date,  including  if  the  right  to  sell
Registrable  Securities under a previously effective  Registration  Statement is
suspended,  may be difficult to  ascertain.  The parties agree that the Periodic
Amount  represents a reasonable  estimate on the part of the parties,  as of the
date of this Agreement, of the amount of such damages;

                       (vi)  Notwithstanding the foregoing,  the amounts payable
by the Company  pursuant to this Section 2(b) shall not be payable to the extent
any delay in the  effectiveness of the Registration  Statement occurs because of
an act of, or a failure to act or to act timely by Investor or its  counsel,  or
in the event all of the Registrable  Securities may be sold pursuant to Rule 144
or another available exemption under the Securities Act; and

                       (vii) "Computation  Date" means (A) the date which is the
earlier of (1) thirty (30) days after the  Required  Filing  Date,  any relevant
Required  Effective  Date or a Restricted  Sale Date, as the case may be, or (2)
the date  after the  Required  Filing  Date,  such  Required  Effective  Date or
Restricted Sale Date on which the Registration  Statement is filed (with respect
to  payments  due as  contemplated  by Section  2(b)(i)  hereof) or is  declared
effective  or has its  restrictions  removed  (with  respect to payments  due as
contemplated by Section 2(b)(ii) hereof),  as the case may be, and (B) each date
which is the earlier of (1) thirty (30) days after the previous Computation Date
or (2) the date after the previous  Computation  Date on which the  Registration

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Statement  is filed (with  respect to payments  due as  contemplated  by Section
2(b)(i) hereof) or is declared  effective or has its restrictions  removed (with
respect to payments due as contemplated by Section 2(b)(ii) hereof), as the case
may be.

                  3.   Obligations  of  the  Company.  In  connection  with  the
Registration  of the  Registrable  Securities,  the Company shall do each of the
following:

                  (a)  Prepare  promptly, and file with the SEC by the  Required
Filing Date, a  Registration  Statement with respect to not less than the number
of Registrable Securities provided in Section 2(a) above, and thereafter use its
reasonable  best  efforts  to cause  such  Registration  Statement  relating  to
Registrable  Securities to become  effective by the Required  Effective Date and
keep the  Registration  Statement  effective at all times during the period (the
"Registration  Period")  continuing  until the earliest of: (i) the date that is
two (2) years after the last day of the calendar  month  following  the month in
which the Final Repricing  Period ends; (ii) the date when Investor may sell all
Registrable Securities under Rule 144; or (iii) the date when Investor no longer
owns any of the Registrable Securities,  which Registration Statement (including
any amendments or supplements thereto and prospectuses  contained therein) shall
not contain any untrue  statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements  therein,
in light of the circumstances in which they were made, not misleading;

                  (b)  Prepare and file with the SEC such  amendments (including
post-effective amendments) and supplements to the Registration Statement and the
prospectus  used  in  connection  with  the  Registration  Statement  as  may be
necessary to keep the Registration  Statement  effective at all times during the
Registration  Period,  and,  during the  Registration  Period,  comply  with the
provisions  of  the  Securities  Act  with  respect  to the  disposition  of all
Registrable  Securities  of the Company  covered by the  Registration  Statement
until such time as all of such  Registrable  Securities have been disposed of in
accordance  with the intended  methods of  disposition  by the seller or sellers
thereof as set forth in the Registration Statement;

                  (c)  The  Company  shall  permit  a  single  firm  of  counsel
designated by Investor to review the  Registration  Statement and all amendments
and supplements thereto a reasonable period of time (but not less than three (3)
Business  Days) prior to their filing with the SEC, and not file any document in
a form to which such counsel reasonably objects;

                  (d)  Notify Investor and Investor's  legal counsel  identified
to the Company  (which,  until further  notice,  shall be deemed to be Krieger &
Prager, LLP, ATTN: Samuel Krieger, Esq.; "Investor's Counsel") (and, in the case
of (i)(A) below,  not less than five (5) Business Days prior to such filing) and
(if  requested by any such person)  confirm such notice in writing no later than
one (1)  Business  Day  following  the day  (i):  (A) when a  prospectus  or any
prospectus supplement or post-effective  amendment to the Registration Statement

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is proposed to be filed; (B) whenever the SEC notifies the Company whether there
will be a "review" of such  Registration  Statement;  (C)  whenever  the Company
receives (or a representative of the Company receives on its behalf) any oral or
written comments from the SEC in respect of a Registration Statement (copies or,
in the case of oral  comments,  summaries  of such  comments  shall be  promptly
furnished by the Company to Investor);  and (D) with respect to the Registration
Statement or any post-effective  amendment,  when the same has become effective;
(ii) of any  request  by the SEC or any  other  Federal  or  state  governmental
authority  for  amendments  or  supplements  to the  Registration  Statement  or
prospectus or for  additional  information;  (iii) of the issuance by the SEC of
any stop  order  suspending  the  effectiveness  of the  Registration  Statement
covering  any or all of the  Registrable  Securities  or the  initiation  of any
proceedings for that purpose;  (iv) if at any time any of the representations or
warranties of the Company contained in any agreement (including any underwriting
agreement)  contemplated  hereby  ceases to be true and correct in all  material
respects;  (v) of the receipt by the Company of any notification with respect to
the suspension of the  qualification  or exemption from  qualification of any of
the Registrable  Securities for sale in any  jurisdiction,  or the initiation or
threatening of any  Proceeding  for such purpose;  and (vi) of the occurrence of
any event that to the best  knowledge of the Company makes any statement made in
the Registration  Statement or prospectus or any document incorporated or deemed
to be incorporated  therein by reference  untrue in any material respect or that
requires  any  revisions  to the  Registration  Statement,  prospectus  or other
documents so that, in the case of the Registration  Statement or the prospectus,
as the case may be, it will not contain any untrue  statement of a material fact
or omit to state any material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which they were
made,  not  misleading.  In addition,  the Company shall  furnish  Investor with
copies of all intended written responses to the comments  contemplated in clause
(C) of this  Section  3(d) not later than one (1) Business Day in advance of the
filing  of  such  responses  with  the  SEC so  that  Investor  shall  have  the
opportunity to comment thereon;

                  (e)  Furnish to Investor and Investor's  Counsel: (i) promptly
after the same is  prepared  and  publicly  distributed,  filed with the SEC, or
received by the  Company,  two (2) copies of the  Registration  Statement,  each
preliminary prospectus and prospectus, and each amendment or supplement thereto;
and  (ii)  such  number  of  copies  of a  prospectus,  and all  amendments  and
supplements thereto and such other documents, as Investor may reasonably request
in order to facilitate the  disposition of the Registrable  Securities  owned by
Investor;

                  (f)  As promptly as practicable  after becoming aware thereof,
notify  Investor  of the  happening  of any  event  of  which  the  Company  has
knowledge,  as a result of which the  prospectus  included  in the  Registration
Statement, as then in effect, includes an untrue statement of a material fact or
omits to state a material  fact  required to be stated  therein or  necessary to
make the statements therein, in light of the circumstances under which they were
made, not misleading,  and use its best efforts promptly to prepare a supplement
or amendment to the Registration  Statement or other appropriate filing with the

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SEC to correct such untrue statement or omission, and deliver a number of copies
of such supplement or amendment to Investor as Investor may reasonably request;

                  (g)  As  promptly as  reasonably  practicable  after  becoming
aware  thereof,  notify  Investor  of the  issuance  by the  SEC any  notice  of
effectiveness or any stop order or other suspension of the  effectiveness of the
Registration Statement at the earliest possible time;

                  (h)  Notwithstanding  the  foregoing,  if at any  time or from
time to time after the date of effectiveness of the Registration Statement,  the
Company  notifies  Investor in writing of the existence of a Potential  Material
Event, Investor shall not offer or sell any Registrable Securities, or engage in
any other transaction involving or relating to the Registrable Securities,  from
the time of the giving of notice  with  respect to a  Potential  Material  Event
until  Investor  receives  written  notice from the Company that such  Potential
Material Event either has been disclosed to the public or no longer  constitutes
a  Potential  Material  Event;  provided,  however,  that the Company may not so
suspend the right to such holders of  Registrable  Securities  for more than two
twenty (20)-day periods in the aggregate during any 12-month period ("Suspension
Period")  with at least a ten (10)  Business Day interval  between such periods,
during the periods the Registration Statement is required to be in effect;

                  (i)  Use its reasonable  efforts  to secure and  maintain  the
listing of all the Registrable  Securities covered by the Registration Statement
on the Nasdaq National Market System.

                  (j)  Provide a transfer agent for the  Registrable  Securities
not later than the effective date of the Registration Statement;

                  (k)  Cooperate   with   Investor  to  facilitate   the  timely
preparation  and delivery of certificates  for the Registrable  Securities to be
offered pursuant to the Registration  Statement and enable such certificates for
the Registrable  Securities to be in such  denominations  or amounts as the case
may be, as Investor may reasonably request,  and, within three (3) Business Days
after a Registration  Statement which includes Registrable Securities is ordered
effective by the SEC, the Company shall  deliver,  and shall cause legal counsel
selected by the Company to deliver,  to the transfer  agent for the  Registrable
Securities (with copies to Investor),  an appropriate instruction and opinion of
such counsel; and

                  (l)  Take all other reasonable  actions  necessary to expedite
and facilitate disposition by Investor of the Registrable Securities pursuant to
the Registration Statement.

                  4.   Obligations   of  Investor.   In   connection   with  the
Registration  of the Registrable  Securities,  Investor shall have the following
obligations:





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                  (a)  It shall be a condition precedent to the  obligations  of
the Company to complete the Registration pursuant to this Agreement with respect
to the  Registrable  Securities of Investor,  that Investor shall furnish to the
Company such information  regarding itself,  the Registrable  Securities held by
it, and the intended method of disposition of the Registrable Securities held by
it,  as  shall  be  reasonably  required  to  effect  the  Registration  of such
Registrable  Securities and shall execute such documents in connection with such
Registration as the Company may reasonably request. At least ten (10) days prior
to the first anticipated filing date of the Registration Statement,  the Company
shall notify Investor of the information the Company requires from Investor (the
"Requested  Information")  if  Investor  elects  to have any of the  Registrable
Securities included in the Registration  Statement. If at least two (2) Business
Days  prior to the  filing  date the  Company  has not  received  the  Requested
Information  from  Investor,  then the  Company  need not file the  Registration
Statement until receiving the response of Investor;

                  (b)  Investor, by accepting the Registrable Securities, agrees
to  cooperate  with the  Company  as  reasonably  requested  by the  Company  in
connection  with  the  preparation  and  filing  of the  Registration  Statement
hereunder,  unless  Investor has notified the Company in writing of its election
to exclude all of the Registrable  Securities from the  Registration  Statement;
and

                  (c)  Investor  agrees that,upon receipt of any notice from the
Company of the  happening of any event of the kind  described in Section 3(f) or
3(g), above,  Investor will immediately  discontinue  disposition of Registrable
Securities  pursuant to the  Registration  Statement  covering such  Registrable
Securities  until Investor  receives the copies of the  supplemented  or amended
prospectus contemplated by Section 3(f) or 3(g).

                  5.   Expenses  of  Registration. (a) All  reasonable  expenses
incurred  by  the  Company  in  connection   with   Registrations,   filings  or
qualifications  pursuant  to  Section  3,  including,  without  limitation,  all
Registration,  listing,  and qualifications  fees, printers and accounting fees,
and the fees and  disbursements of counsel for the Company shall be borne by the
Company; and

                  (b)  Except  as  otherwise   provided  for  in  Schedule  5(b)
attached  hereto,  the Company nor any of its  subsidiaries  has, as of the date
hereof, and the Company shall not on or after the date of this Agreement,  enter
into any agreement with respect to its securities that is inconsistent  with the
rights  granted to Investor in this  Agreement or otherwise  conflicts  with the
provisions  hereof.  Except as  otherwise  provided  for in Schedule  5(b),  the
Company has not previously  entered into any agreement granting any registration
rights with respect to any of its securities to any person.  Except as otherwise
provided  for in this  Section 5, and without  limiting  the  generality  of the
foregoing,  without the written consent of Investor, the Company shall not grant
to any person the right to request the Company to Register any securities of the
Company under the Securities Act unless the rights so granted are subject in all

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respects to the prior rights in full of Investor set forth  herein,  and are not
otherwise in conflict or inconsistent  with the provisions of this Agreement and
the other Transaction Documents.

                  6.   Indemnification. In the event any Registrable  Securities
are included in a Registration Statement under this Agreement:

                  (a)  To  the  extent   permitted  by  law,  the  Company  will
indemnify and hold harmless Investor,  the directors,  if any, of Investor,  the
officers, if any, of Investor, each person, if any, who controls Investor within
the meaning of the  Securities  Act or the  Securities  Exchange Act of 1934, as
amended (the "Exchange Act") (each, an "Indemnified Party"), against any losses,
claims,   damages,   liabilities  or  expenses   (joint  or  several)   incurred
(collectively,  "Claims")  to which any Investor  may become  subject  under the
Securities  Act,  the  Exchange  Act or  otherwise,  insofar as such  Claims (or
actions or proceedings,  whether  commenced or threatened,  in respect  thereof)
arise out of or are based upon any of the  following  statements,  omissions  or
violations  in  the  Registration  Statement,  or any  post-effective  amendment
thereof, or any prospectus included therein: (i) any untrue statement or alleged
untrue statement of a material fact contained in the  Registration  Statement or
any  post-effective  amendment  thereof or the  omission or alleged  omission to
state therein a material fact required to be stated therein or necessary to make
the  statements  therein not  misleading;  (ii) any untrue  statement or alleged
untrue  statement  of a material  fact  contained  in the final  prospectus  (as
amended  or  supplemented,  if  the  Company  files  any  amendment  thereof  or
supplement  thereto with the SEC) or the  omission or alleged  omission to state
therein any material fact  necessary to make the  statements  made  therein,  in
light of the  circumstances  under which the  statements  therein were made, not
misleading; or (iii) any material violation or alleged material violation by the
Company of the Securities Act, the Exchange Act, any state securities law or any
rule or  regulation  under the  Securities  Act,  the  Exchange Act or any state
securities  law (the matters in the  foregoing  clauses (i) through (iii) being,
collectively,   "Violations").  Subject  to  Section  6(b),  the  Company  shall
reimburse  Investor,  promptly as such  expenses  are  incurred  and are due and
payable,  for any legal fees or other  reasonable  expenses  incurred by them in
connection  with  investigating  or  defending  any such Claim.  Notwithstanding
anything  to  the  contrary  contained  herein,  the  indemnification  agreement
contained in this Section 6(a) shall not: (I) apply to a Claim arising out of or
based upon a Violation  which  occurs in reliance  upon and in  conformity  with
information  furnished  in  writing  to  the  Company  by or on  behalf  of  any
Indemnified  Party  expressly for use in connection  with the preparation of the
Registration  Statement or any such amendment thereof or supplement  thereto, if
such  prospectus  was timely made  available by the Company  pursuant to Section
3(c) hereof; (II) be available to the extent such Claim is based on a failure of
Investor to deliver or cause to be delivered the  prospectus  made  available by
the Company;  or (III) apply to amounts paid in  settlement of any Claim if such
settlement is effected  without the prior written consent of the Company,  which
consent shall not be unreasonably withheld.  Investor will indemnify the Company
and its officers,  directors and agents (each, an  "Indemnified  Party") against
any claims  arising  out of or based upon a Violation  which  occurs in reliance

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upon and in conformity with information  furnished in writing to the Company, by
or on behalf of Investor,  expressly for use in connection  with the preparation
of the Registration Statement, subject to such limitations and conditions as are
applicable  to the  Indemnification  provided by the Company to this  Section 6.
Such  indemnity  shall  remain  in  full  force  and  effect  regardless  of any
investigation made by or on behalf of the Indemnified Party.

                  (b)  Promptly after receipt by an Indemnified Party under this
Section  6  of  notice  of  the  commencement  of  any  action   (including  any
governmental  action),  such  Indemnified  Party  shall,  if a Claim in  respect
thereof is to be made  against  any  indemnifying  party  under this  Section 6,
deliver to the indemnifying  party a written notice of the commencement  thereof
and the  indemnifying  party shall have the right to participate in, and, to the
extent the indemnifying  party so desires,  jointly with any other  indemnifying
party similarly  noticed,  to assume control of the defense thereof with counsel
mutually  satisfactory to the indemnifying  party and the Indemnified  Party, as
the case may be. In case any such  action is  brought  against  any  Indemnified
Party, and it notifies the indemnifying party of the commencement  thereof,  the
indemnifying  party will be entitled to participate  in, and, to the extent that
it may wish,  jointly  with any other  indemnifying  party  similarly  notified,
assume the defense  thereof,  subject to the provisions  herein stated and after
notice from the indemnifying  party to such Indemnified Party of its election so
to assume the defense thereof, the indemnifying party will not be liable to such
Indemnified  Party  under  this  Section  6 for any  legal or  other  reasonable
out-of-pocket  expenses  subsequently  incurred  by such  Indemnified  Party  in
connection   with  the  defense   thereof   other  than   reasonable   costs  of
investigation,  unless the indemnifying party shall not pursue the action of its
final conclusion.  The Indemnified Party shall have the right to employ separate
counsel in any such action and to  participate in the defense  thereof,  but the
fees and reasonable  out-of-pocket  expenses of such counsel shall not be at the
expense of the  indemnifying  party if the  indemnifying  party has  assumed the
defense of the action with counsel  reasonably  satisfactory  to the Indemnified
Party. The failure to deliver written notice to the indemnifying  party within a
reasonable  time of the  commencement  of any such action shall not relieve such
indemnifying  party of any liability to the Indemnified Party under this Section
6, except to the extent that the indemnifying party is prejudiced in its ability
to defend such action. The  indemnification  required by this Section 6 shall be
made by  periodic  payments  of the  amount  thereof  during  the  course of the
investigation or defense, as such expense, loss, damage or liability is incurred
and is due and payable.

                  7.   Contribution. To the  extent  any  indemnification  by an
indemnifying  party is  prohibited  or limited by law,  the  indemnifying  party
agrees to make the maximum contribution with respect to any amounts for which it
would  otherwise be liable under  Section 6 to the fullest  extent  permitted by
law;  provided,   however,  that:  (a)  no  contribution  shall  be  made  under
circumstances  where the maker  would not have been  liable for  indemnification
under the fault  standards set forth in Section 6; (b) no seller of  Registrable
Securities guilty of fraudulent misrepresentation (within the meaning of Section

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11(f) of the Securities Act) shall be entitled to  contribution  from any seller
of   Registrable   Securities   who  was   not   guilty   of   such   fraudulent
misrepresentation;  and (c) contribution by any seller of Registrable Securities
shall be limited in amount to the net amount of proceeds received by such seller
from the sale of such Registrable Securities.

                  8.  Reports under  Securities Act and Exchange Act. (i) With a
view to making available to Investor the benefits of Rule 144 promulgated  under
the  Securities  Act or any other similar rule or regulation of the SEC that may
at any time  permit  Investor  to sell  securities  of the Company to the public
without  Registration  ("Rule 144"),  until such time as all of the  Registrable
Securities may be sold without volume  limitation  pursuant to subsection (k) of
Rule 144, the Company agrees to:

                  (a)  make  and keep  public  information  available,  as those
terms are understood and defined in Rule 144;

                  (b)  file  with the SEC in a timely  manner  all  reports  and
other  documents  required  of the  Company  under  the  Securities  Act and the
Exchange Act; and

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

                  (ii) The  Company  will,  at  the  request  of any  Holder  of
Registrable  Securities,   upon  receipt  from  such  Holder  of  a  certificate
certifying  (a) that such  Holder  has held such  Registrable  Securities  for a
period of not less than two (2)  years,  (b) that  such  Holder  has not been an
affiliate  (as defined in Rule 144) of the company for more than the ninety (90)
preceding  days,  and (c) as to such  other  matters  as may be  appropriate  in
accordance with such Rule, remove from the stock  certificate  representing such
Registrable  Securities that portion of any restrictive  legend which relates to
the registration provisions of the Securities Act, provided, however, counsel to
Investor  may  provide  such  instructions  and  opinion to the  transfer  agent
regarding the removal of the restrictive legend.

                  9.   Assignment of the Registration Rights. The rights to have
the Company register Registrable  Securities pursuant to this Agreement shall be
automatically  assigned by the  Investors  to any  permitted  transferee  of the
Registrable Securities pursuant to the Common Stock Purchase Agreement.

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                  10.  Amendment of Registration  Rights.  Any provision of this
Agreement  may be  amended  and the  observance  thereof  may be waived  (either
generally   or  in  a   particular   instance   and  either   retroactively   or
prospectively),  only with the written consent of the Company and Investor.  Any
amendment or waiver  effected in accordance with this Section 9 shall be binding
upon Investor and the Company.

                  11.  Miscellaneous.

                  (a)  Notices required or permitted to be given hereunder shall
be given in the manner contemplated by the Common Stock Purchase  Agreement,  if
to the Company or to Investor,  to their  respective  addresses  contemplated by
this Agreement,  or at such other address as each such party furnishes by notice
given in accordance with this Section 10(a).

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

                  (c)  This Agreement  shall be governed by and  interpreted  in
accordance  with the laws of California for contracts to be wholly  performed in
such state and without  giving effect to the  principles  thereof  regarding the
conflict  of laws.  Each of the  parties  consents  to the  jurisdiction  of the
federal and state courts of California in  connection  with any dispute  arising
under this Agreement and hereby waives,  to the maximum extent permitted by law,
any  objection,  including any objection  based on forum non  coveniens,  to the
bringing  of any such  proceeding  in such  jurisdictions.  In the  event of any
dispute,  the  prevailing  party shall be  entitled  to recover  its  reasonable
attorneys' fees.

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

                  (e)  This  Agreement  shall  inure  to the  benefit  of and be
binding upon the successors and assigns of each of the parties hereto.

                  (f)  All  pronouns  and any  variations  thereof  refer to the
masculine, feminine or neuter, singular or plural, as the context may require.

                  (g)  The  headings in this  Agreement are for  convenience  of
reference only and shall not limit or otherwise affect the meaning thereof.

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<PAGE>



                  (h)  This   Agreement   may  be   executed   in  one  or  more
counterparts,  each of which shall be deemed an original  but all of which shall
constitute one and the same agreement. This Agreement, once executed by a party,
may be  delivered  to  the  other  party  hereto  by  telephone  line  facsimile
transmission  of a copy of this Agreement  bearing the signature of the party so
delivering this Agreement.

                  (i)  The Company acknowledges  that any failure by the Company
to perform its  obligations  under  Section  3(a)  hereof,  or any delay in such
performance,  could result in loss to Investor,  and the Company agrees that, in
addition to any other  liability  the Company may have by reason of such failure
or delay,  the Company shall be liable for all direct damages caused by any such
failure or delay,  offset by any  Periodic  Amount paid to Investor  pursuant to
Sections 2(b)(i)-(ii),  unless the same is the result of force majeure.  Neither
party shall be liable for consequential damages.

                  (j)  This Agreement,  together with the Common Stock  Purchase
Agreement and the other Transaction Documents,  constitutes the entire agreement
among the parties hereto with respect to the subject matter hereof. There are no
restrictions,  promises, warranties or undertakings,  other than those set forth
or referred to herein or therein. This Agreement, together with the Common Stock
Purchase  Agreement and the other  Transaction  Documents,  supersedes all prior
agreements  and  understandings  among the parties  hereto  with  respect to the
subject  matter  hereof.  This Agreement may be amended only by an instrument in
writing signed by the party to be charged with enforcement thereof.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]





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<PAGE>






                  IN WITNESS WHEREOF,  the parties have caused this Agreement to
be duly executed by their  respective  officers  thereunto duly authorized as of
the day and year first above written.

                                            COMPANY:

                                            ALTAIR INTERNATIONAL INC.

                                            By:
                                            Name:
                                            Title:

                                            ANDERSON LLC

                                            By:
                                            Name:
                                            Title:





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                                  SCHEDULE 5(b)

                          OTHER REGISTRABLE SECURITIES
                          ----------------------------

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