THE SECURITIES  REPRESENTED BY THIS WARRANT HAVE NOT BEEN  REGISTERED  UNDER THE
SECURITIES ACT OF 1933, AS AMENDED,  OR APPLICABLE  STATE SECURITIES LAWS AND NO
PROSPECTUS HAS BEEN FILED UNDER ANY CANADIAN SECURITIES LAWS IN RESPECT THERETO.
THE  SECURITIES  HAVE BEEN  ACQUIRED FOR  INVESTMENT  AND MAY NOT BE OFFERED FOR
SALE,  SOLD,  TRANSFERRED  OR ASSIGNED IN THE ABSENCE OF SUCH A PROSPECTUS OR AN
EFFECTIVE  REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF
1933, AS AMENDED,  OR APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL
IN FORM AND SUBSTANCE  REASONABLY  ACCEPTABLE TO THE ISSUER THAT REGISTRATION IS
NOT REQUIRED UNDER SAID ACT OR APPLICABLE  STATE  SECURITIES LAWS OR UNLESS SOLD
PURSUANT TO RULE 144 UNDER SAID ACT. THE SECURITIES  REPRESENTED  HEREBY MAY NOT
BE OFFERED FOR SALE,  SOLD OR TRANSFERRED TO ANY PERSON RESIDENT IN THE PROVINCE
OF ONTARIO WITHIN ONE YEAR OF THE DATE OF ISSUANCE HEREOF. ANY SUCH OFFER, SALE,
ASSIGNMENT OR TRANSFER  MUST ALSO COMPLY WITH THE  APPLICABLE  STATE  SECURITIES
LAWS.  NOTWITHSTANDING THE FOREGOING, THIS SECURITY MAY BE PLEDGED IN CONNECTION
WITH A BONA FIDE MARGIN ACCOUNT.

                           ALTAIR INTERNATIONAL, INC.

                        WARRANT TO PURCHASE COMMON STOCK

Warrant No.:                                          Number of Shares: 350,000
Date of Issuance:  December 15, 2000


ALTAIR  INTERNATIONAL,  INC., an Ontario  corporation  (the  "Company"),  hereby
certifies  that,  for Ten  United  States  Dollars  ($10.00)  and other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged,  DORAL 18, LLC, a Cayman Islands  limited  liability  company (the
"Holder"),  the registered holder hereof or its permitted assigns,  is entitled,
subject  to the  terms  set forth  below,  to  purchase  from the  Company  upon
surrender of this Warrant, at any time or times on or after the date hereof, but
not after 11:59 P.M. Eastern Time on the appropriate Expiration Date (as defined
herein),  350,000  fully paid  nonassessable  shares of Common Stock (as defined
herein) of the Company (the "Warrant  Shares") at the purchase  prices per share
provided in SECTION 1(b) below. Notwithstanding the foregoing, in no event shall
the holder be entitled to exercise  this Warrant to the extent that after giving
effect to such exercise  such holder  (together  with such person's  affiliates)
would  beneficially  own in  excess  of 4.99% of the  outstanding  shares of the
Common Stock  following such exercise.  For purposes of the foregoing  sentence,
the  number of shares of Common  Stock  beneficially  owned by a holder  and its
affiliates  or acquired by such holder and its  affiliates,  as the case may be,
shall  include the number of shares of Common Stock  issuable  upon  exercise of
this Warrant with respect to which such determination of beneficial ownership is
being made,  but shall  exclude the number of shares of Common Stock which would
be issuable  upon (i) exercise of the  remaining,  nonexercised  portion of this
Warrant beneficially owned by such holder and its affiliates and (ii) exercise

<PAGE>

or exchange of the unexercised or unconverted portion of any other securities of
the Company (including, without limitation, any exchangeable notes) subject to a
limitation on exchange or exercise analogous to the limitation  contained herein
beneficially owned by such holder and its affiliates. Except as set forth in the
preceding sentence,  for purposes of this paragraph,  beneficial ownership shall
be calculated in accordance with Section 13(d) of the Securities Exchange Act of
1934, as amended.  Notwithstanding  anything to the contrary  contained  herein,
each Exercise Notice (as defined below) shall constitute a representation by the
holder  submitting  such  Exercise  Notice  that,  after  giving  effect to such
Exercise  Notice,  (A) the holder will not  beneficially  own (as  determined in
accordance with this paragraph) in excess of 4.99% of the outstanding  shares of
Common Stock and (B) the holder will not have acquired, through exercise of this
Warrant or  otherwise,  a number of shares of Common Stock which,  when added to
the number of shares of Common Stock  beneficially owned at the beginning of the
60-day period ending on and  including the  applicable  date of exercise of this
Warrant,  is in excess of 4.99% of the  outstanding  shares of the Common  Stock
following  such exercise  during the 60-day period ending on and including  such
date of exercise  and the Company  shall have no  liability  for any exercise in
reliance  on any such  Exercise  Notice.  For  purposes  of this  paragraph,  in
determining the number of the  outstanding  shares of Common Stock the holder of
this Warrant may rely on the number of outstanding shares of Common Stock (1) as
reflected in the Company's  most recent  shareholder  list,  which list shall be
provided to the holder by the Company upon the holders'  written  request (which
request the holder shall not submit to the Company on more than one occasion per
calendar quarter) and certified by the Company as true, complete and accurate as
of the date thereof,  or (2) at such time as the Company is a Reporting  Company
under the  Securities  Exchange Act of 1934, as reflected in the Company's  most
recent  Form  10-Q or Form  10-K,  as the case may be, or a more  recent  public
announcement by the Company or other notice by the Company or its transfer agent
setting forth the number of shares of Common Stock outstanding. In any case, the
number of  outstanding  shares of Common Stock shall be determined  after giving
effect to exercises of this Warrant  (including  the exercise  with respect this
determination  is being  made) by the  holder  since  the date as of which  such
number of outstanding shares of Common Stock was disclosed or reported.

Notwithstanding  the  foregoing,  in an Event of Default under the Note, as such
term is  defined  therein,  the holder of this  Warrant  shall have the right to
exercise  this  Warrant and to convert all or any portion of this  Warrant  into
Common  Stock,  in its  sole  discretion  and at such  time or times as it deems
appropriate.

SECTION 1.        DEFINITIONS.

         (a)  Securities  Purchase  Agreement.  This  Warrant  has  been  issued
pursuant to the terms of that certain Securities  Purchase Agreement dated as of
December  15, 2000,  between the Company and the Buyer  referred to therein (the
"Securities Purchase Agreement").

         (b) Definitions.  The following words and terms as used in this Warrant
shall have the following meanings:

         (i)  "Approved  Stock Plan" shall mean any employee  benefit plan which
    has been  approved by the Board of  Directors  of the  Company,  pursuant to
    which the  Company's  securities  may be issued  to any  employee,  officer,
    director or consultant for services provided to the Company.

                                        2

<PAGE>

         (ii)  "Closing Bid Price" means,  for any security as of any date,  the
    last closing bid price for such security on the Principal Market (as defined
    below) as reported by Bloomberg Financial Markets ("Bloomberg"),  or, if the
    Principal Market is not the principal  securities exchange or trading market
    for such  security,  the last  closing  bid  price of such  security  on the
    principal  securities  exchange  or trading  market  where such  security is
    listed or traded as reported by Bloomberg, or if the foregoing do not apply,
    the last closing bid price of such security in the  over-the-counter  market
    on the electronic bulletin board for such security as reported by Bloomberg,
    or, if no last closing bid price is reported for such security by Bloomberg,
    the last closing trade price for such security as reported by Bloomberg, or,
    if no last closing  trade price is reported for such  security by Bloomberg,
    the  average  of the bid prices of any market  makers for such  security  as
    reported in the "pink sheets" by the National Quotation Bureau,  Inc. If the
    Closing Bid Price cannot be calculated for such security on such date on any
    of the foregoing  bases, the Closing Bid Price of such security on such date
    shall be the fair  market  value as mutually  determined  by the Company and
    holder.  If the  Company and holder are unable to agree upon the fair market
    value of the Common Stock,  then such dispute shall be resolved  pursuant to
    SECTION 2(a) below with the term "Closing Bid Price" being  substituted  for
    the  term  "Market  Price."  All  such  determinations  to be  appropriately
    adjusted for any stock  dividend,  stock split or other similar  transaction
    during such period.

         (iii) "Common Stock" means (i) the Company's common shares, without par
    value,  and (ii) any capital  stock into which such Common Shares shall have
    been changed or any capital stock resulting from a reclassification  of such
    Common Shares.

         (iv)  "Exchangeable  Securities"  means any stock or securities  (other
    than Options)  directly or indirectly  exchangeable into or exchangeable for
    Common Stock, other than the Note.

         (v)  "Note"  means  the  Asset-backed  Exchangeable  Term  Note  issued
    pursuant to the Securities Purchase Agreement.

         (vi) "Expiration  Date" means the date which is five (5) years from the
    date of this Warrant; provided, if any such date falls on a Saturday, Sunday
    or other day on which banks are required or  authorized  to be closed in the
    City of Chicago or the State of Illinois or on which  trading  does not take
    place on the principal  exchange or automated  quotation system on which the
    Common Stock is traded (a "Holiday"), the next date that is not a Holiday.

         (vii) "Options" means any rights,  warrants or options to subscribe for
    or purchase Common Stock or Exchangeable Securities.

         (viii)  "Other  Securities"  means (i) those  warrants  of the  Company
    issued prior to, and  outstanding  on, the date of issuance of this Warrant,
    (ii) the Note and (iii) the shares of Common Stock  issued upon  exchange of
    the Note.

                                        3

<PAGE>

         (ix) "Person" means a natural person, a partnership,  a corporation,  a
    limited liability company, an association or a joint stock company, a trust,
    a joint venture, an unincorporated  organization or a governmental agency or
    any department, or agency or political subdivision thereof.

         (x) "Principal Market" means Nasdaq National Market or other comparable
    national exchange or trading market.

         (xi)  "Securities Act" means the Securities Act of 1933, as amended and
    the rules and regulations
         promulgated thereunder.

         (xii)  "Warrant"  means  this  Warrant,  and  all  warrants  issued  in
    exchange, transfer or replacement of any thereof.

         (xiii) "Warrant  Exercise Price" means $3.00,  subject to adjustment as
    provided in SECTION 2(F) and SECTION 3.

         Capitalized  terms used herein not otherwise  defined herein shall have
the respective meanings set forth in the Securities Purchase Agreement.

SECTION 2.        EXERCISE OF WARRANT.

         (a) Subject to the terms and  conditions  hereof,  this  Warrant may be
exercised by the holder hereof then  registered on the books of the Company,  in
whole or in part,  at any time on any  business  day on or after the  opening of
business  on the  date  hereof  and  prior  to 11:59  P.M.  Eastern  Time on the
Expiration  Date  by (i)  delivery  of a  written  notice,  in the  form  of the
subscription  notice  attached as EXHIBIT A hereto (the "Exercise  Notice"),  of
such holder's election to exercise this Warrant,  which notice shall specify the
number of Warrant  Shares to be  purchased  (ii)  payment  to the  Company of an
amount equal to the appropriate  Warrant Exercise Price multiplied by the number
of  Warrant  Shares  as to which  this  Warrant  is being  exercised  (plus  any
applicable issue or transfer taxes) (the "Aggregate  Exercise Price") in cash or
by check or wire  transfer  and  (iii) the  surrender  to a common  carrier  for
delivery to the Company as soon as practicable following such date, this Warrant
(or an  indemnification  undertaking with respect to this Warrant in the case of
its loss, theft or destruction); provided, that if such Warrant Shares are to be
issued in any name other  than that of the  registered  holder of this  Warrant,
such issuance  shall be deemed a transfer and the  provisions of SECTION 8 shall
be  applicable.  In the event of any exercise of the rights  represented by this
Warrant in compliance with this SECTION 2(A), a certificate or certificates  for
the Warrant Shares so purchased,  in such  denominations  as may be requested by
the holder hereof and  registered in the name of, or as directed by, the holder,
shall be delivered at the  Company's  expense to, or as directed by, such holder
as soon as  practicable,  and in no event later than three business days,  after
the Company's receipt of the Exercise Notice,  the Aggregate  Exercise Price and
this Warrant (or an indemnification  undertaking with respect to this Warrant in
the case of its loss,  theft or  destruction).  Upon  delivery  of the  Exercise
Notice and  Aggregate  Exercise  Price  referred to in clause  (ii)(A) above the
holder of this Warrant shall be deemed for all corporate purposes to have become
the holder of record of the Warrant  Shares with  respect to which this  Warrant
has been exercised, irrespective of the date of delivery of this Warrant as

                                        4

<PAGE>

required  by clause  (iii) above or the  certificates  evidencing  such  Warrant
Shares. In the case of a dispute as to the determination of the Warrant Exercise
Price,  the  Closing Bid Price,  the last  reported  sale price (as  reported by
Bloomberg) or the  arithmetic  calculation  of the Warrant  Shares,  the Company
shall  promptly issue to the holder the number of shares of Common Stock that is
not  disputed  and  shall  submit  the  disputed  determinations  or  arithmetic
calculations  to the holder via facsimile  within one business day of receipt of
the holder's  subscription  notice.  If the holder and the Company are unable to
agree upon the  determination  of the Warrant  Exercise  Price,  the Closing Bid
Price,  the last  reported  sale price (as reported by  Bloomberg) or arithmetic
calculation  of the Warrant  Shares within three  business days of such disputed
determination or arithmetic  calculation being submitted to the holder, then the
Company  shall within two business  days submit via  facsimile  (i) the disputed
determination  of the Warrant Exercise Price, the Closing Bid Price, or the last
reported  sale price (as reported by  Bloomberg)  to an  independent,  reputable
investment  banking  firm or (ii) the  disputed  arithmetic  calculation  of the
Warrant Shares to its independent, outside accountant. The Company shall use all
commercially  reasonable  efforts to require the investment  banking firm or the
accountant,  as the case may be, to perform the  determinations  or calculations
and notify the Company  and the holder of the results no later than  forty-eight
(48)  hours  from  the  time  it  receives   the  disputed   determinations   or
calculations.  Such investment  banking firm's or accountant's  determination or
calculation,  as the case may be,  shall be deemed  conclusive  absent  manifest
error.

         (b) Unless the rights represented by this Warrant shall have expired or
shall have been fully  exercised,  the Company shall, as soon as practicable and
in no event later than five (5) business  days after any exercise and at its own
expense, issue a new Warrant identical in all respects to this Warrant except it
shall  represent  rights to purchase  the number of Warrant  Shares  purchasable
immediately  prior to such  exercise  under  this  Warrant,  less the  number of
Warrant Shares with respect to which such Warrant is exercised.

         (c) The minimum number of shares of Common Stock for which this Warrant
may be exercised shall be twenty thousand (20,000) shares,  unless the aggregate
number of shares for which this  Warrant  may be  exercised  is less than twenty
thousand (20,000), in which event, this Warrant may be exercised with respect to
the full amount of such aggregate number.

         (d) No  fractional  shares  of Common  Stock are to be issued  upon the
exercise of this Warrant, but rather the number of shares of Common Stock issued
upon  exercise of this Warrant  shall be rounded up or down to the nearest whole
number.

         (e) If the Company  shall fail for any reason or for no reason to issue
(subject to extension in  accordance  with SECTION 2(A) for a good faith dispute
made in accordance with SECTION 2(A)) to the holder (i) within five (5) business
days after the Company's receipt of the Exercise Notice,  the Aggregate Exercise
Price and this Warrant,  a certificate  for the number of shares of Common Stock
to which the holder is entitled  upon the holder's  exercise of this Warrant and
(ii) if this  Warrant  is being  exercised  for less  than all of the  number of
shares of Common Stock  covered by this  Warrant,  within ten (10) business days
after the Company's receipt of the Exercise Notice, the Aggregate Exercise Price
and this  Warrant,  a new  Warrant  for the number of shares of Common  Stock to
which such  holder is  entitled  pursuant to SECTION  2(B)  hereof,  the Company
shall,  in addition to any other  remedies  under this Warrant or the Securities
Purchase  Agreement  or  otherwise  available  to  such  holder,  including  any
indemnification  under Section 8 of the Securities  Purchase  Agreement,  pay as
additional  damages in cash to such holder on each day such fifth (5th) business
day such exercise is not timely  effected and/or after the tenth (10th) business
day such new Warrant is not  delivered,  as the case may be, an amount  equal to
0.5% of the  product of (A) the sum of the number of shares of Common  Stock not
issued to the  holder on a timely  basis  and to which  the  holder is  entitled
and/or, the number of shares represented by the portion of this Warrant which is
not being converted,  as the case may be, and (B) the average of the Closing Bid
Prices of the Common Stock for the three  consecutive  trading days  immediately
preceding the last possible date which the Company could have issued such Common
Stock or  Warrant,  as the case may be, to the  holder  without  violating  this
SECTION 2.

         (f)  If  the  registration  statement  (the  "Registration  Statement")
covering the resale of the Warrant Shares issuable upon exchange of this Warrant
required  to be  filed  by  the  Company  pursuant  to the  Registration  Rights
Agreement  between the Company and the  original  purchaser of this Warrant (the
"Registration  Rights  Agreement")  is not (A)  filed  with the  Securities  and
Exchange  Commission (the "SEC") on or before the Filing Deadline (as defined in
the Registration Rights Agreement),  or (B) if after the Registration  Statement
has been  declared  effective by the SEC,  sales cannot be made  pursuant to the
Registration  Statement  whether  because of a failure to keep the  Registration
Statement  effective,  to disclose such information as is necessary for sales to
be made pursuant to the Registration Statement, to register sufficient shares of
Common  Stock  or  otherwise,  unless  due to  the  failure  for a  Registration
Statement to become  effective,  or the suspension of an effective  Registration
Statement  (provided  such  suspension  is  required by  applicable  law) if the
Company is required  under the  Securities  Exchange  of 1934 to file  financial
statements of the acquired business and proforma  financial  statements and such
financial  statements  are not readily  available at the time the Company  would
have otherwise been obligated to file the Registration  Statement,  but only for
up to thirty  days with  respect  to any one  acquisition  and an  aggregate  of
forty-five  days in a twelve month  period,  during which time the Company shall
use all commercially reasonable efforts to file such financial statements at the
earliest  practicable  date. In that event, as partial relief for the damages to
the holder of this  Warrant by reason of any such delay in or  reduction  of its
ability to sell the underlying shares of Common Stock (which remedy shall not be
exclusive  of any other  remedies  available  at law or in equity),  the Warrant
Exercise  Prices shall be adjusted as follows:  each Warrant  Exercise  Price in
effect at such time shall be reduced  by an amount  equal to the  product of (A)
the Warrant  Exercise  Price in effect as of the original  issuance date of this
Warrant and (B) the sum of (I) with respect to the first 30 Registration Default
Days (as defined below),  the product of (x) .00167 multiplied by (y) the sum of
the (i)  the  number  of days  after  the  Filing  Deadline  that  the  relevant
Registration  Statement has not been filed with the SEC, (ii) the number of days
after the  Effectiveness  Deadline that the Registration  Statement has not been
declared  effective by the SEC and (iii) the number of days that sales cannot be
made pursuant to the Registration  Statement in accordance with the Registration
Rights  Agreement after the Registration  Statement has been declared  effective
(the days set forth in the preceding  clauses (I),  (II) and (III)  collectively
are referred to herein as "Registration Default Days"), plus (II) the product of
 .0025 and the number of Registration Default Days in excess of 30.

         (g) Notwithstanding the foregoing,  if, at any time after the Effective
Date,  and as long as the  holder may sell the  Warrant  Shares  pursuant  to an
effective Registration Statement, or otherwise without restriction,  the Closing
Price  of the  Common  Stock is equal to or  greater  than  $12.00  for five (5)
consecutive  days,  the Company  shall have the right to require the exercise of
the Warrants within 60 days of the Company's written  notification to the holder
of such  requirement.  Following  the  expiration  of such 60-day  period,  this
Warrant shall expire and have of no further force or effect.

SECTION 3.        ADJUSTMENT.

         The Warrant  Exercise Price shall be subject to adjustment from time to
time as hereinafter provided in this SECTION 3:

         (a) Issuance of Additional  Common  Stock.  If and whenever the Company
shall issue or sell any shares of its Common Stock for a consideration per share
less than the Warrant Exercise Price in effect  immediately prior to the time of
such issuance or sale,  then,  upon such  issuance or sale the Warrant  Exercise
Price shall be adjusted to that price equal to the fraction (i) the numerator of
which shall be equal to (A) (x) the Warrant Exercise Price in effect immediately
prior to such event multiplied by (y) the total number of outstanding  shares of
Common Stock immediately prior to such event plus (B) the consideration received
by the Corporation  upon such issuance,  and (ii) the denominator of which shall
be the total number of outstanding shares of Common Stock immediately after such
event,  treating  as  outstanding  all  shares of  Common  Stock  issuable  upon
exchanges of  Exchangeable  Securities  (including any Notes held by the holder)
and  exercises of Stock  Purchase  Rights  (including  any Warrants  held by the
holder) provided that , no adjustment shall be made with respect to the issuance
of shares of Common Stock  issued (1) upon  exchange or  conversion  of Notes or
preferred shares or the exercise of warrants or options  outstanding on the date
hereof and disclosed to Holder in a Schedule attached to the Securities Purchase
Agreement, (2) in connection with the exercise of options granted under the 1998
Altair  International  Inc. Stock Option Plan and the Altair  International Inc.
Stock Option Plan  (collectively,  the "Company Plans"),  subject to the maximum
reservation  of shares  defined in  Section  3.3(i) of the  Securities  Purchase
Agreement,  (3) as  consideration  in connection with  arms-length  transactions
involving the acquisition of other companies or lines of business in the mining,
minerals or technology  (including technology relating to nanoparticles or other
related activities) industries,  including  non-competition covenants or (4) the
acquisition of assets to be used in the operation of the Company's business.

         (b) Stock Dividends, Subdivisions and Combinations. If and whenever the
Company subsequent to the date hereof:

         (i) declares a dividend upon, or makes any  distribution in respect of,
    any of its capital  stock,  payable in shares of Common Stock,  Exchangeable
    Securities or Stock Purchase Rights,

         (ii)  subdivides its  outstanding  shares of Common Stock into a larger
    number of shares of Common Stock, or

         (iii)  combines its  outstanding  shares of Common Stock into a smaller
    number of shares of Common Stock,

then the Warrant  Exercise  Price shall be adjusted to that price  determined by
multiplying the Warrant Exercise Price in effect immediately prior to such event
by a  fraction  (A)  the  numerator  of  which  shall  be the  total  number  of
outstanding  shares of Common Stock immediately prior to such event, and (B) the
denominator of which shall be the total number of  outstanding  shares of Common
Stock immediately after such event, treating as outstanding all shares of Common
Stock issuable upon exchanges or exchanges of Exchangeable Securities (including
any Notes held by the holder) and exercises of Stock Purchase Rights  (including
any Warrants held by the holder).

                                        7

<PAGE>

         (c) Issuance of Exchangeable  Securities or Stock Purchase  Rights.  If
and  whenever the Company  shall issue or sell any  Exchangeable  Securities  or
Stock  Purchase  Rights  (other than the  granting of Stock  Purchase  Rights to
officers,  employees,  directors and consultants of the Company  pursuant to any
qualified or  non-qualified  stock option plan  (including the Company Plans) or
employee stock ownership plan (ESOP)) under which a consideration  per share for
which  shares  of Common  Stock  may at any time  thereafter  be  issuable  upon
exercise  thereof (or, in the case of Stock Purchase Rights  exercisable for the
purchase of Exchangeable Securities, upon the subsequent exchange or exchange of
such  Exchangeable  Securities) shall be less than the Warrant Exercise Price in
effect  immediately  prior to the time of such issuance or sale,  then upon such
issuance  or sale the  Warrant  Exercise  Price shall be adjusted as provided in
Section 3(a) on the basis that the maximum number of shares of Common Stock ever
issuable upon exercise of such Exchangeable  Securities or Stock Purchase Rights
(or upon exchange or exchange of such  Exchangeable  Securities  following  such
exercise)  shall  be  deemed  to  have  been  issued  as  of  the  date  of  the
determination of the Warrant Exercise Price, provided that , no adjustment shall
be made with  respect to the  issuance of shares of Common Stock issued upon (1)
upon  exchange or  conversion  of Notes or  preferred  shares or the exercise of
warrants or options  outstanding on the date hereof and disclosed to Holder in a
Schedule attached to the Securities Purchase  Agreement,  (2) in connection with
the exercise of options granted under the 1998 Altair  International  Inc. Stock
Option Plan and the Altair  International Inc. Stock Option Plan  (collectively,
the "Company  Plans"),  subject to the maximum  reservation of shares defined in
Section 3.3(i) of the Securities  Purchase  Agreement,  (3) as  consideration in
connection  with  arms-length  transactions  involving the  acquisition of other
companies or lines of business in the mining,  minerals or technology (including
technology  relating to nanoparticles or other related  activities)  industries,
including  non-competition  or (4) the  acquisition  of assets to be used in the
operation of the Company's business.

         (d) Readjustment of Warrant Exercise Price. Upon (i) each change in the
purchase price payable for any Stock Purchase Rights or Exchangeable  Securities
referred  to in  Section  3(c) (ii) each  change in the  consideration,  if any,
payable  upon  exercise of such Stock  Purchase  Rights or upon the  exchange or
exchange  of such  Exchangeable  Securities,  (iii) each change in the number of
shares of Common Stock issuable upon the exercise of such Stock Purchase  Rights
or the rate at which  such  Exchangeable  Securities  are  exchangeable  into or
exchangeable  for  shares of Common  Stock or (iv) the  expiration  of any Stock
Purchase  Rights not exercised or of any right to convert or exchange  under any
Exchangeable  Securities not exercised,  the Warrant Exercise Price in effect at
the time of such event shall  forthwith be  readjusted  to the Warrant  Exercise
Price  which  would  have been in effect  at such time had such  Stock  Purchase
Rights or  Exchangeable  Securities  provided for such change or expiration,  as
applicable.

         (e)   Reorganization,   Reclassification  or  Recapitalization  of  the
Company.  In the  event  that the  Company  effects  (i) any  reorganization  or
reclassification  or recapitalization of the capital stock of the Company (other
than in the cases referred to in Section 3(b)), (ii) any consolidation or merger

                                        8

<PAGE>

of the Company with or into another  Person,  (iii) the sale,  transfer or other
disposition of the property, assets or business of the Company as an entirety or
substantially as an entirety or (iv) any other  transaction or event as a result
of which holders of Common Stock become  entitled to receive any shares of stock
or other securities and/or property  (including,  without limitation,  cash, but
excluding  any cash  dividend that is paid out of the earnings or surplus of the
Company  legally  available  therefor)  with  respect to or in exchange  for the
Common Stock,  there shall  thereafter be deliverable  upon the exercise of this
Warrant or any portion  thereof  (in lieu of or in addition to the Common  Stock
theretofore  deliverable,  as appropriate) the highest number of shares of stock
or other securities and/or the greatest amount of property  (including,  without
limitation,  cash) to which the holder of the  number of shares of Common  Stock
which would otherwise have been deliverable upon the exercise of this Warrant or
any portion  thereof at the time would have been entitled upon such  transaction
or event.

         (f) Other Dilutive Events. If the Company takes any other action, or if
any other event occurs to which the other  provisions  of this Section 3 are not
strictly  applicable,  but which  could  result  in an  adjustment  the  Warrant
Exercise  Price or to any of the  other  terms of this  Warrant  that  would not
fairly protect the exercise rights and other rights  represented by this Warrant
in accordance with the essential  intent and principles  hereof,  an appropriate
adjustment in such purchase rights  comparable to the  adjustments  described in
(a) and (b) above shall be made by the Company.

         (g)  Maximum  Warrant  Exercise  Price.  At no time  shall the  Warrant
Exercise  Price exceed the initial  Warrant  Exercise Price set forth in Section
3(a)  hereof  except as a result of an  adjustment  thereto  pursuant to Section
3(b)(iii).

         (h)  Application.  All  subdivisions  of this Section 3 are intended to
operate  independently of one another.  If a transaction or an event occurs that
requires  the   application  of  more  than  one   subsection,   all  applicable
subdivisions shall be given independent effect.

         (i) Waiver.  In the event that the holder consents in writing to limit,
or  waive  in its  entirety,  any  anti-dilution  adjustment  to  which it would
otherwise be entitled  hereunder,  the Company shall not be required to make any
adjustment  whatsoever  with  respect to this  Warrant  or any other  Warrant in
excess of such limit or at all, as the terms of such consent may dictate.

         (j) Notice of Adjustments  to Warrant  Exercise  Price.  As promptly as
practicable  after the occurrence of any event  requiring any  adjustment  under
this  SECTION  3 to the  Warrant  Exercise  Price  (or to the  number or kind of
securities or other property deliverable upon the exercise of this Warrant), the
Company shall, at its expense, mail to the holder a certificate of an officer of
the  Company  setting  forth in  reasonable  detail  the  events  requiring  the
adjustment and the method by which such adjustment was calculated and specifying
the  adjusted  Warrant  Exercise  Price and the number of shares of Common Stock
issuable upon exercise of this Warrant after giving effect to such adjustment.

         (k) Anti-Dilution Provisions in Other Securities. If the Company issues
any  Stock  Purchase  Rights  or  Exchangeable  Securities  or other  securities
containing  provisions protecting the holder or holders thereof against dilution
in any manner more  favorable  to such holder or holders  thereof than those set
forth in this Warrant,  such provisions (or any more favorable  portion thereof)
shall be deemed to be incorporated  herein as if fully set forth in this Warrant
and, to the extent  inconsistent  with any provision of this  Warrant,  shall be
deemed to be substituted therefor.

                                        9

<PAGE>

SECTION 4.        COVENANTS AS TO COMMON STOCK.

         The Company hereby covenants and agrees as follows:

         (a) This Warrant is, and any  Warrants  issued in  substitution  for or
replacement  of this Warrant will upon issuance be, duly  authorized and validly
issued.

         (b) All Warrant  Shares  which may be issued  upon the  exercise of the
rights represented by this Warrant will, upon issuance, be validly issued, fully
paid and nonassessable  and free from all taxes,  liens and charges with respect
to the issue thereof.

         (c) During  the period  within  which the  rights  represented  by this
Warrant may be  exercised,  the Company  will at all times have  authorized  and
reserved at least 100% of the number of shares of Common Stock needed to provide
for the  exercise of the rights  then  represented  by this  Warrant and the par
value of said shares  will at all times be less than or equal to the  applicable
Warrant Exercise Price.

         (d) The  Company  shall  promptly  secure the  listing of the shares of
Common  Stock  issuable  upon  exercise  of  this  Warrant  upon  each  national
securities  exchange or automated quotation system, if any, upon which shares of
Common  Stock are then  listed  (subject to  official  notice of  issuance  upon
exercise of this  Warrant)  and shall  maintain,  so long as any other shares of
Common Stock shall be so listed, such listing of all shares of Common Stock from
time to time issuable  upon the exercise of this Warrant;  and the Company shall
so list on each national  securities  exchange or automated quotation system, as
the case may be, and shall maintain such listing of, any other shares of capital
stock of the Company  issuable  upon the exercise of this Warrant if and so long
as any  shares of the same  class  shall be listed on such  national  securities
exchange or automated quotation system.

         (e) The Company will not, by amendment of its Articles of Incorporation
or  through  any  reorganization,  transfer  of assets,  consolidation,  merger,
dissolution,  issue or sale of securities,  or any other voluntary action, avoid
or seek to  avoid  the  observance  or  performance  of any of the  terms  to be
observed  or  performed  by it  hereunder,  but will at all times in good  faith
assist in the  carrying  out of all the  provisions  of this  Warrant and in the
taking of all such action as may  reasonably  be requested by the holder of this
Warrant in order to protect the exercise privilege of the holder of this Warrant
against dilution or other  impairment,  consistent with the tenor and purpose of
this  Warrant.  The Company (i) will not increase the par value of any shares of
Common Stock  receivable  upon the  exercise of this  Warrant  above any Warrant
Exercise  Price  then in effect,  and (ii) will take all such  actions as may be
necessary or appropriate in order that the Company may validly and legally issue
fully paid and  nonassessable  shares of Common  Stock upon the exercise of this
Warrant.

         (f) This  Warrant  will be binding  upon any entity  succeeding  to the
Company by merger,  consolidation or acquisition of all or substantially  all of
the Company's assets.

                                       10

<PAGE>

SECTION 5.        TAXES.

         The Company shall pay any and all taxes,  excluding income taxes, which
may be payable with respect to the issuance and delivery of Warrant  Shares upon
exercise of this Warrant.

SECTION 6.        WARRANT HOLDER NOT DEEMED A STOCKHOLDER.

         Except as otherwise  specifically  provided herein, no holder, as such,
of this Warrant shall be entitled to vote or receive  dividends or be deemed the
holder of shares of the Company for any purpose, nor shall anything contained in
this Warrant be construed to confer upon the holder hereof,  as such, any of the
rights of a  stockholder  of the Company or any right to vote,  give or withhold
consent to any corporate  action  (whether any  reorganization,  issue of stock,
reclassification  of stock,  consolidation,  merger,  conveyance or  otherwise),
receive  notice of  meetings,  receive  dividends  or  subscription  rights,  or
otherwise,  prior to the  issuance to the holder of this  Warrant of the Warrant
Shares which he or she is then entitled to receive upon the due exercise of this
Warrant.  In addition,  nothing  contained in this Warrant shall be construed as
imposing  any  liabilities  on such  holder to  purchase  any  securities  (upon
exercise of this  Warrant or  otherwise)  or as a  stockholder  of the  Company,
whether  such  liabilities  are  asserted by the Company or by  creditors of the
Company.  Notwithstanding this SECTION 6, the Company will provide the holder of
this Warrant with copies of the same notices and other  information given to the
stockholders of the Company generally, contemporaneously with the giving thereof
to the stockholders.

SECTION 7.        REPRESENTATIONS OF HOLDER.

         The holder of this Warrant,  by the acceptance hereof,  represents that
it is  acquiring  this  Warrant and the  Warrant  Shares for its own account for
investment only and not with a view towards,  or for resale in connection  with,
the public sale or distribution  of this Warrant or the Warrant  Shares,  except
pursuant to sales  registered or exempted  under the Securities  Act;  provided,
however, that by making the representations herein, the holder does not agree to
hold this Warrant or any of the Warrant Shares for any minimum or other specific
term and reserves the right to dispose of this Warrant and the Warrant Shares at
any time in  accordance  with or  pursuant  to a  registration  statement  or an
exemption  under  the  Securities  Act.  The  holder  of  this  Warrant  further
represents,  by  acceptance  hereof,  that,  as of this date,  such holder is an
"accredited  investor"  as such term is defined in Rule 501(a) of  Regulation  D
promulgated by the Securities and Exchange  Commission  under the Securities Act
(an "Accredited Investor").  Upon exercise of this Warrant, the holder shall, if
requested  by the Company,  confirm in writing,  in a form  satisfactory  to the
Company,  that the Warrant Shares so purchased are being acquired solely for the
holder's own account and not as a nominee for any other party,  for  investment,
and not with a view  toward  distribution  or resale and that such  holder is an
Accredited  Investor.  If such holder cannot make such  representations  because
they would be  factually  incorrect,  it shall be a condition  to such  holder's
exercise of this Warrant that the Company receive such other  representations as
the  Company  considers  reasonably  necessary  to assure the  Company  that the
issuance of its  securities  upon exercise of this Warrant shall not violate any
United States or state securities laws.

                                       11

<PAGE>

SECTION 8.        OWNERSHIP AND TRANSFER.

         (a) The Company shall maintain at its principal  executive  offices (or
such other office or agency of the Company as it may  designate by notice to the
holder hereof),  a register for this Warrant,  in which the Company shall record
the name and address of the person in whose name this  Warrant has been  issued,
as well as the name and  address of each  transferee.  The Company may treat the
person in whose name any Warrant is  registered on the register as the owner and
holder thereof for all purposes, notwithstanding any notice to the contrary, but
in all events  recognizing  any transfers  made in accordance  with the terms of
this Warrant.

         (b) This  Warrant  and the  rights  granted  to the  holder  hereof are
transferable, in whole or in part, upon surrender of this Warrant, together with
a properly  executed  warrant  power in the form of  EXHIBIT B attached  hereto;
provided,  however,  that any  transfer  or  assignment  shall be subject to the
conditions set forth in SECTION 8(C) below.

         (c) The holder of this  Warrant  understands  that this Warrant has not
been and is not  expected  to be,  registered  under the  Securities  Act or any
applicable  securities laws, and may not be offered for sale, sold,  assigned or
transferred unless (a) subsequently  registered  thereunder,  or (b) such holder
shall have delivered to the Company an opinion of counsel, in form and substance
reasonably  acceptable to the Company,  to the effect that the  securities to be
sold, assigned or transferred may be sold,  assigned or transferred  pursuant to
an  exemption  from  such  registration;  provided  that  (i)  any  sale of such
securities made in reliance on Rule 144 promulgated under the Securities Act may
be made only in accordance with the terms of said Rule and further, if said Rule
is not applicable,  any resale of such securities  under  circumstances in which
the seller (or the person  through whom the sale is made) may be deemed to be an
underwriter  (as  that  term is  defined  in the  Securities  Act)  may  require
compliance  with some other exemption under the Securities Act; and (ii) neither
the  Company  nor any other  person is under any  obligation  to  register  this
Warrant under the Securities Act or any state  securities laws or to comply with
the terms and conditions of any exemption thereunder.

         (d) The Company is obligated to register the Warrant  Shares for resale
under the Securities Act pursuant to the  Registration  Rights Agreement and the
initial  holder of this Warrant (and certain  assignees  thereof) is entitled to
the  registration  rights in respect of the  Warrant  Shares as set forth in the
Registration Rights Agreement.

SECTION 9.        PURCHASE     RIGHTS;     REORGANIZATION,     RECLASSIFICATION,
CONSOLIDATION, MERGER OR SALE.

         (a) In addition to any  adjustments  pursuant to SECTION 3 above, if at
any  time  the  Company  grants,  issues  or  sells  any  Options,  Exchangeable
Securities or rights to purchase stock,  warrants,  securities or other property
pro rata to the  record  holders  of any class of Common  Stock  (the  "Purchase
Rights"),  then the holder of this Warrant will be entitled to acquire, upon the
terms  applicable to such Purchase Rights,  the aggregate  Purchase Rights which
such holder could have  acquired if such holder had held the number of shares of
Common Stock  acquirable  upon  complete  exercise of this  Warrant  immediately
before  the date on which a record is taken for the grant,  issuance  or sale of
such Purchase  Rights,  or, if no such record is taken, the date as of which the
record holders of Common Stock are to be determined for the grant, issue or sale
of such Purchase Rights.

                                       12

<PAGE>

         (b)    Any    recapitalization,    reorganization,    reclassification,
consolidation,  merger, sale of all or substantially all of the Company's assets
to another  Person or other  transaction  which is  effected  in such a way that
holders  of Common  Stock are  entitled  to  receive  (either  directly  or upon
subsequent  liquidation)  stock,  securities  or assets  with  respect  to or in
exchange  for Common Stock is referred to herein as "Organic  Change."  Prior to
the  consummation of any (i) sale of all or  substantially  all of the Company's
assets to an acquiring  Person or (ii) other Organic Change  following which the
Company is not a  surviving  entity,  the  Company  will  secure from the Person
purchasing  such assets or the successor  resulting from such Organic Change (in
each case,  the  "Acquiring  Entity")  written  agreement (in form and substance
satisfactory  to the  holder of this  Warrant)  to deliver  to such  holder,  in
exchange for such  Warrant,  a security of the Acquiring  Entity  evidenced by a
written instrument  substantially  similar in form and substance to this Warrant
and satisfactory to the holder hereof  (including,  an adjusted warrant exercise
price  equal to the value for the Common  Stock  reflected  by the terms of such
consolidation,  merger or sale, and exercisable  for a  corresponding  number of
shares of Common Stock  acquirable and receivable  upon exercise of the Warrant,
if the value so  reflected  is less than the Warrant  Exercise  Prices in effect
immediately  prior  to  such  consolidation,  merger  or  sale).  Prior  to  the
consummation  of any other Organic  Change,  the Company shall make  appropriate
provision (in form and substance  satisfactory to the holder of this Warrant) to
insure  that the holder  hereof  will  thereafter  have the right to acquire and
receive in lieu of or in  addition  to (as the case may be) the shares of Common
Stock  immediately  theretofore  acquirable and receivable  upon the exercise of
such  holder's  Warrant,  such shares of stock,  securities or assets that would
have been  issued or  payable  in such  Organic  Change  with  respect  to or in
exchange  for the  number  of  shares  of Common  Stock  which  would  have been
acquirable  and  receivable  upon the exercise of this Warrant as of the date of
such Organic Change (without taking into account any limitations or restrictions
on the exercise ability of this Warrant).

SECTION 10.       LOST, STOLEN, MUTILATED OR DESTROYED WARRANT.

         If this Warrant is lost,  stolen,  mutilated or destroyed,  the Company
shall, on receipt of an indemnification undertaking, issue a new Warrant of like
denomination and tenor as this Warrant so lost, stolen, mutilated or destroyed.

SECTION 11.       NOTICES.

         Any  notices,  consents,  waivers or other  communications  required or
permitted  to be given  under the terms of this  Warrant  must be in writing and
will be  deemed  to have  been  delivered:  (i)  upon  receipt,  when  delivered
personally;  (ii) upon receipt, when sent by facsimile (provided confirmation of
transmission is mechanically or electronically generated and kept on file by the
sending  party);  or (iii) one  business  day after  deposit  with a  nationally
recognized  overnight  delivery service,  in each case properly addressed to the
party to  receive  the  same.  The  addresses  and  facsimile  numbers  for such
communications shall be:

                                       13

<PAGE>

                  If to the Company:

                  ALTAIR INTERNATIONAL, INC.
                  Dr. William P. Long
                  1725 Sheridan Ave., Suite 140
                  Cody, Wyoming 82414

                  Edward Dickinson
                  230 South Rock Blvd., Suite 21
                  Reno, Nevada 89502

                  With copies to:

                  Stoel Rives, LLP
                  210 South Main Street
                  Salt Lake City, Utah 84111
                  Attn: Brian G. Lloyd

                  Equity Transfer Services
                  120 Adelaide Street West, Suite 420
                  Toronto, Canada M5H 4C3
                  Attn: Peter Lindeman


                  If to the Buyer:

                  DORAL 18, LLC C/O JE Matthew, LLC 600 Central Avenue Suite 214
                  Highland Park, Illinois 60035

                  Telephone:                 (847)681-8600
                  Facsimile:                 (847)681-1541
                  Attention:                 David A. White

                  With a copy to:

                  John Muehlstien, Esq.
                  Pedersen & Houpt
                  161 N. Clark St.  Suite 3100
                  Chicago, IL 60601
                  (p) (312) 261-2200
                  (f)  (312) 261-6895

or to such other address and/or facsimile number and/or to the attention of such
other person as the recipient  party has specified by prior written notice given
to each  other  party  five days  prior to the  effective  date of such  change.
Written confirmation of receipt (A) given by the recipient of such notice,

                                       14

<PAGE>

consent,  waiver or other  communication,  (B)  mechanically  or  electronically
generated by the sender's facsimile machine containing the time, date, recipient
facsimile  number  and an image of the first  page of such  transmission  or (C)
provided  by  a  nationally  recognized  overnight  delivery  service  shall  be
rebuttable evidence of personal service,  receipt by facsimile or receipt from a
nationally  recognized overnight delivery service in accordance with clause (i),
(ii) or (iii) above, respectively.

SECTION 12.       DATE.

         The date of this  Warrant is December 15, 2000.  This  Warrant,  in all
events, shall be wholly void and of no effect after the close of business on the
Expiration Date, except that  notwithstanding  any other provisions  hereof, the
provisions of SECTION 8 shall  continue in full force and effect after such date
as to any Warrant  Shares or other  securities  issued upon the exercise of this
Warrant.

SECTION 13.       AMENDMENT AND WAIVER.

         The  provisions  of this  Warrant  may only be  amended  upon a written
instrument executed by the Company and the holders hereof.

SECTION 14.       DESCRIPTIVE HEADINGS; GOVERNING LAW.

         The descriptive headings of the several Sections and paragraphs of this
Warrant are inserted for  convenience  only and do not constitute a part of this
Warrant.  All questions concerning the construction,  validity,  enforcement and
interpretation  of this Warrant  shall be governed by the  internal  laws of the
State of Illinois, without giving effect to any choice of law or conflict of law
provision or rule (whether of the State of Illinois or any other  jurisdictions)
that would cause the application of the laws of any jurisdictions other than the
State of Illinois.

SECTION 15.       SUCCESSORS AND ASSIGNS.

         This  Warrant  shall be  binding  upon and inure to the  benefit of the
parties and their respective successors and assigns, including any purchasers of
this  Warrant.  The  Company  shall not  assign  this  Warrant  or any rights or
obligations  hereunder  without the prior written  consent of the holder of this
Warrant, including by merger,  consolidation or reorganization,  except pursuant
to a Special Event (as defined in SECTION 2(b)(ii) of the Note) consolidation or
reorganization  with respect to which the Company has satisfied its  obligations
under  SECTION 2 of the Note and SECTION  9(B).  The holder of this  Warrant may
assign  some or all of its rights  hereunder  to (i)  without the consent of the
Company, any person or entity who,  immediately prior to such assignment,  is an
affiliate  of such  holder  (a  "Permitted  Assignee")  and (ii)  with the prior
written  consent  of the  Company,  which  consent  shall  not  be  unreasonably
withheld,  to any person or entity which is not a Permitted Assignee;  provided,
however,  that any such assignment  shall not release the holder of this Warrant
from its  obligations  hereunder  unless  such  obligations  are assumed by such
assignee and the Company has consented to such assignment and assumption,  which
consent  shall not be  unreasonably  withheld.  Notwithstanding  anything to the
contrary  contained  herein,  the holder of this  Warrant  shall be  entitled to
pledge the this Warrant and the shares of Common Stock issuable upon exercise of
this Warrant in connection with a bona fide margin account.

                                       15

<PAGE>

SECTION 16.       LIMITATION ON NUMBER OF WARRANT SHARES.

         The  Company  shall not be  obligated  to issue  more than 19.9% of its
total  outstanding  shares of Common Stock upon exercise of this Warrant  and/or
the conversion or exchange of the Note,  except that such  limitation  shall not
apply in the event that the Company obtains the approval of its  stockholders as
required by the  Principal  Market (or any  successor  rule or  regulation)  for
issuances of Common Stock in excess of such amount.  Upon the holder's  request,
the Company shall seek approval of its  Stockholders  at its next annual meeting
of  Stockholders  for the  issuance of 20% or more of its Common  Stock upon the
earlier to occur of (i) the actual issuance of 3,000,000 Exchange Shares or (ii)
the falling below $1.00 of the  per-share  closing bid price of the Common Stock
for five  consecutive  trading days. In the event the Company is prohibited from
issuing  Warrant  Shares as a result of the  operation  of this SECTION 16, upon
exercise of the Warrants, the Company shall redeem for cash those Warrant Shares
which can not be issued,  at a price  equal to the  difference  between the last
reported  sale price (as reported by Bloomberg)  and the Exercise  Price of such
Warrant Shares as of the date of the attempted exercise.

                            [SIGNATURE PAGE FOLLOWS]

                                       16

<PAGE>

                          ALTAIR INTERNATIONAL, INC.

                          By: /s/ William P. Long
                          -----------------------
                          [Name]  William P. Long

                          [Title] President

                                       17

<PAGE>

                                                            EXHIBIT A TO WARRANT
                                                            --------------------

                                SUBSCRIPTION FORM

                     TO BE EXECUTED BY THE REGISTERED HOLDER

                         TO EXERCISE THIS WARRANT ALTAIR

                               INTERNATIONAL, Inc.

         The  undersigned   holder  hereby   exercises  the  right  to  purchase
_________________  of the shares of Common  Stock  ("Warrant  Shares") of ALTAIR
INTERNATIONAL,  Inc., an Ontario  corporation (the "Company"),  evidenced by the
attached  Warrant  (the  "Warrant").  Capitalized  terms  used  herein  and  not
otherwise defined shall have the respective meanings set forth in the Warrant.

         1.  Type of  Warrants.  The  aggregate  number  of  Warrants  exercised
pursuant to this Subscription Form shall be comprised of one (1) Warrant.

         2. Payment of Warrant  Exercise Price. In the event that the holder has
elected a Cash Exercise with respect to some or all of the Warrant  Shares to be
issued pursuant hereto, the holder shall pay the sum of  $___________________ to
the Company in accordance with the terms of the Warrant.

         3. Delivery of Warrant Shares.  The Company shall deliver to the holder
__________ Warrant Shares in accordance with the terms of the Warrant.

Date: _______________ __, ______



   Name of Registered Holder

By:
   ------------------
         Name:
         Title:

                                       18

<PAGE>

                                                            EXHIBIT B TO WARRANT

                              FORM OF WARRANT POWER

FOR  VALUE  RECEIVED,  the  undersigned  does  hereby  assign  and  transfer  to
________________,  Federal Identification No. __________,  a warrant to purchase
____________  shares of the  capital  stock of ALTAIR  INTERNATIONAL,  Inc.,  an
Ontario corporation,  represented by warrant certificate no. _____,  standing in
the name of the  undersigned on the books of said  corporation.  The undersigned
does  hereby  irrevocably  constitute  and appoint  ______________,  attorney to
transfer the warrants of said  corporation,  with full power of  substitution in
the premises.

Dated:  _________, ____




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

                               By:  _____________________________
                               Its: _____________________________