Exhibit 4.1
                             MODIFICATION AGREEMENT
                             ----------------------



         THIS  MODIFICATION  AGREEMENT made as of the 26th day of June,  2000 by
and among ALTAIR INTERNATIONAL INC., an Ontario corporation (the "Company"), and
ANDERSON LLC, a Cayman Islands limited liability company ("Purchaser").

                              W I T N E S S E T H:
                              --------------------

         WHEREAS,  the parties hereto have previously executed and delivered the
Transaction  Documents,  as more particularly defined in the Securities Purchase
Agreement  dated  March  31,  2000 (a copy of  which  has  been  filed  with the
Securities and Exchange Commission as an Exhibit to the Company's Form 8-K dated
April 7, 2000); and

         WHEREAS, the parties have agreed to modify certain terms and provisions
of the Securities Purchase Agreement.

         NOW , THEREFORE, it is agreed by and between the parties as follows:

         1. Sections 2.4, 2.5 and 2.6 of the Securities  Purchase  Agreement are
hereby amended to read as follows:

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         "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 up
         to one-fourth (1/4) of the Initial Shares,  and any Shares not repriced
         during a prior  Repricing  Period,  (such  number  of  Shares  shall be
         determined  by Purchaser  and  reported to the Company  within ten (10)
         days following the conclusion of the Second Repricing  Period) 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."

         "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,  up to
         one-fourth  (1/4) of the Initial  Shares,  and any Shares not  repriced
         during  a prior  Repricing  Period  (such  number  of  Shares  shall be
         determined  by Purchaser  and  reported to the Company  within ten (10)
         days following the conclusion of the Third Repricing Period),  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."

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         "2.6 Fourth Repricing  Period.  (a) The "Fourth Repricing Period" shall
         commence on the day immediately  following the Third  Repricing  Period
         and end one hundred twenty (120) days thereafter. If the lowest average
         Closing  Bid for any ten (10) (not  necessarily  consecutive)  Business
         Days during one or more thirty (30) consecutive day periods as selected
         by Purchaser,  after the commencement of the Fourth Repricing Period is
         not equal to or greater than 130% of the Initial Closing Price,  all of
         the Initial Shares not repriced during a prior Repricing Period,  shall
         be repriced (the "Fourth Repriced Shares"). Such number of Shares shall
         be determined by Purchaser and reported to the Company  within ten (10)
         days following the conclusion of the relevant period. 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.

         There  may be more  than one  Repricing  during  the  Fourth  Repricing
Period."

         2. Section 8.3 and 8.4 of the Securities  Purchase Agreement are hereby
amended to read as follows:

         "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
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<PAGE>

         Date,  or the  redemption  of all the Shares,  whichever  first occurs,
         except (i) the granting of options or warrants to employees,  officers,
         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),  (v) the  offering  of shares of Common  Stock at a price
         equal to the  then-prevailing  market,  not  exceeding 10% of the prior
         week's  trading  volume;  and (vi) 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.

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<PAGE>


         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 Sections  8.3 and 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 week's  trading  volume;  (y) 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, (z) 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."

         3. Except as specifically  set forth herein,  nothing  contained herein
         shall in any way be deemed to  effect  or modify  the  representations,
         warranties,  rights and  obligations of the  respective  parties as set
         forth in the Transaction Documents.

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<PAGE>


         4. As hereby modified and amended, the Transaction  Documents remain in
         full force and effect.

         5. The Company  undertakes,  within ten (10) Business Days, to file any
         necessary amendment to the Registration  Statement currently filed with
         the Securities and Exchange  Commission in respect of the resale of the
         Shares.

         WHEREFORE,  the parties  have  executed  this  agreement as of the date
         first above written.

                             ALTAIR INTERNATIONAL, INC.

                             By: ________________________________
                                      Name: ________________________
                                      Title: _________________________

                             ANDERSON LLC



                             By: _________________________________
                                      Name: _________________________
                                      Title: _________________________