ASSIGNMENT AND AGREEMENT

         THIS AGREEMENT made as of this 15th day of December, 2000, by and among
ANDERSON LLC, a Cayman Islands limited liability company ("Anderson"), Doral 18,
LLC  a  Cayman  Islands  limited  liability  company   ("Assignee")  and  Altair
International, Inc., an Ontario corporation (the "Company").

                              W I T N E S S E T H:
         WHEREAS,  Anderson and the Company previously  executed and delivered a
Common Stock Purchase  Agreement  dated March 31, 2000, a copy of which has been
filed with the  Securities  and  Exchange  Commission  as an Exhibit 4.1. to the
Company's  Form 8-K  dated  April  7,  2000,  as  modified  by the  Modification
Agreements dated June 26, 2000 and November 22, 2000 (the "Purchase Agreement");
and

         WHEREAS,  pursuant  to  the  Purchase  Agreement,   Anderson  hold  the
repricing  rights under  Section 2.6 of the Purchase  Agreement  with respect to
500,521 of the  Initial  Shares (as  defined in the  Purchase  Agreement)  (such
rights,  the  "Repricing  Rights").  As an  illustration  of the  value  of such
Repricing Rights,  were such Repricing Rights exercised on December 5, 2000, the
holder  of such  Repricing  Rights  would  be  entitled  to  receive  (following
shareholder approval and completion of appropriate registrations)  approximately
1,747,801 shares of common stock of the Company;

         WHEREAS, Assignee has agreed to purchase the Repricing Rights and other
rights  of  Anderson  under  the  Purchase  Agreement  and  Registration  Rights
Agreement  (as defined in the  Purchase  Agreement),  and Anderson has agreed to
sell such  rights to  Assignee  for a purchase  price of One Million Six Hundred
Fifty Thousand Dollars ($1,650,000).


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

         1.  Simultaneous  with the execution of this Agreement,  Assignee shall
deliver by wire transfer to such bank account as Anderson shall  designate,  the
sum of One Million Six Hundred Fifty Thousand Dollars ($1,650,000).

         2. Effective upon Anderson's receipt of the wire transfer identified in
Section 1,  Anderson  hereby  assigns,  transfers  and conveys to Assignee,  and
Assignee hereby assumes,  the Repricing  Rights and all other rights,  title and
interest of Anderson in, to or under the  Purchase  Agreement  and  Registration
Rights Agreement existing as of, and arising after, 12:01 a.m. on the date first
set forth above. In connection  with said  assignment and  assumption,  Anderson
represents  and warrants to Assignee  that (a) it is the holder of the Repricing
Rights  and  other  rights of  Anderson  under the  Purchase  Agreement  and the
Registration Rights Agreement,  (b) it has not previously  assigned,  pledged or
otherwise  encumbered  the  Repricing  Rights,  the  Purchase  Agreement  or the
Registration Rights Agreement, or any rights of Anderson thereunder,  and (c) it
has not exercised the Repricing Rights.

         3.  Notwithstanding  anything to the  contrary in this  Agreement,  (a)
Anderson shall retain  ownership rights in any shares of Common Stock held by it
(but not the Repricing Rights associated  therewith) and all Warrants previously
delivered to Anderson as part of the  transaction  contemplated  by the Purchase
Agreement,  and (b)  Anderson  shall  retain all rights  under the  Registration
Rights  Agreement  applicable  to the  Warrants  (as  defined  in  the  Purchase
Agreement).

         4. Anderson hereby discharges and releases the Company from any further
obligations to Anderson with respect to the Transaction Documents (as defined in
the Purchase Agreement),  except with respect to the obligations due to Anderson
in respect of the Warrants under the Registration Rights Agreement.

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<PAGE>

         5. The Company and Assignee  shall be obligated to make such  necessary
filings  as may  be  required  with  the  Securities  and  Exchange  Commission,
including any  necessary  amendments  to any  presently  effective  Registration
Statement or prospectus  included  therein to enable  Assignee to dispose of the
247,678  shares  of  Common  Stock  as  registered   shares   pursuant  to  such
Registration Statement.

         6. This  Agreement  shall be governed and construed in accordance  with
the laws of the State of New York.

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         IN WITNESS WHEREOF,  the parties have executed this Agreement as of the
day and year first above written.

                               ANDERSON LLC

                               By:      Navigator Management

                               By: ________________________________


                               DORAL 18, LLC


                               By: ________________________________


                               ALTAIR INTERNATIONAL, INC.


                               By: ________________________________

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