SECURITIES PURCHASE AGREEMENT

                          DATED AS OF DECEMBER 15, 2000

                                 BY AND BETWEEN

                                  DORAL 18, LLC

                                       AND

                           ALTAIR INTERNATIONAL, INC.

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<PAGE>

<TABLE>
<CAPTION>

                                TABLE OF CONTENTS
                                -----------------

<S>              <C>                                                                                              <C>
Article I        Purchase and Sale of Note and Warrant............................................................1

SECTION 1.1      PURCHASE OF NOTE AND WARRANT.....................................................................1
SECTION 1.2      CLOSING DATE.....................................................................................2
SECTION 1.3      FORM OF PAYMENT..................................................................................2

Article II       BUYER'S REPRESENTATIONS AND WARRANTIES...........................................................2

SECTION 2.1      INVESTMENT PURPOSE...............................................................................2
SECTION 2.2      ACCREDITED INVESTOR STATUS.......................................................................2
SECTION 2.3      RELIANCE ON EXEMPTIONS...........................................................................2
SECTION 2.4      INFORMATION......................................................................................3
SECTION 2.5      NO GOVERNMENTAL REVIEW...........................................................................3
SECTION 2.6      TRANSFER OR RESALE...............................................................................3
SECTION 2.7      LEGENDS..........................................................................................3
SECTION 2.8      VALIDITY; ENFORCEMENT............................................................................4
SECTION 2.9      TRADING RESTRICTIONS.............................................................................4
SECTION 2.10       RESIDENCY......................................................................................4

Article III      REPRESENTATIONS AND WARRANTIES OF THE COMPANY....................................................5

SECTION 3.1      ORGANIZATION AND QUALIFICATION...................................................................5
SECTION 3.2      AUTHORIZATION; ENFORCEMENT; VALIDITY.............................................................5
SECTION 3.3      CAPITALIZATION...................................................................................5
SECTION 3.4      ISSUANCE OF SECURITIES...........................................................................6
SECTION 3.5      NO CONFLICTS.....................................................................................6
SECTION 3.6      FINANCIAL STATEMENTS/FINANCIAL CONDITION.........................................................7
SECTION 3.7      ABSENCE OF CERTAIN CHANGES.......................................................................8
SECTION 3.8      ABSENCE OF LITIGATION............................................................................8
SECTION 3.9      ACKNOWLEDGMENT REGARDING BUYER'S PURCHASE OF SECURITIES..........................................8
SECTION 3.10     NO UNDISCLOSED EVENTS, LIABILITIES, DEVELOPMENTS OR CIRCUMSTANCES................................8
SECTION 3.11     NO GENERAL SOLICITATION..........................................................................9
SECTION 3.12     NO INTEGRATED OFFERING...........................................................................9
SECTION 3.13     DILUTIVE EFFECT..................................................................................9
SECTION 3.14     EMPLOYEE RELATIONS...............................................................................9
SECTION 3.15     INTELLECTUAL PROPERTY RIGHTS....................................................................10
SECTION 3.16     ENVIRONMENTAL LAWS..............................................................................10
SECTION 3.17     TITLE; LIENS....................................................................................10
SECTION 3.18     INSURANCE.......................................................................................11
SECTION 3.19     REGULATORY PERMITS..............................................................................11
SECTION 3.20     INTERNAL ACCOUNTING CONTROLS....................................................................11
SECTION 3.21     NO MATERIALLY ADVERSE CONTRACTS, ETC............................................................11
SECTION 3.22     TAX STATUS......................................................................................12
SECTION 3.23     TRANSACTIONS WITH AFFILIATES....................................................................12
</TABLE>

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<TABLE>
<CAPTION>

<S>              <C>                                                                                             <C>
SECTION 3.24     APPLICATION OF TAKEOVER PROTECTIONS.............................................................12
SECTION 3.25     RIGHTS AGREEMENT................................................................................12
SECTION 3.26     ELIGIBILITY TO REGISTER ON FORM S-3.............................................................12
SECTION 3.27     FOREIGN CORRUPT PRACTICES.......................................................................13
SECTION 3.28     SURVIVAL OR REPRESENTATIONS AND WARRANTIES......................................................13

Article IV COVENANTS  13

SECTION 4.1      BEST EFFORTS....................................................................................13
SECTION 4.2      FORM D AND BLUE SKY.............................................................................13
SECTION 4.3      REGISTRATION STATEMENT..........................................................................13
SECTION 4.4      REPORTING STATUS................................................................................14
SECTION 4.5      USE OF PROCEEDS.................................................................................14
SECTION 4.6      FINANCIAL INFORMATION...........................................................................14
SECTION 4.7      RESERVATION OF SHARES...........................................................................14
SECTION 4.8      ADDITIONAL FINANCING; RIGHT OF FIRST REFUSAL....................................................14
SECTION 4.9      LISTING.........................................................................................15
SECTION 4.10     EXPENSES........................................................................................15
SECTION 4.11     TRANSACTIONS WITH AFFILIATES....................................................................15
SECTION 4.12     LIMITATION ON FILING REGISTRATION STATEMENTS....................................................16
SECTION 4.13     LETTERS OF CREDIT...............................................................................16
SECTION 4.14     SECTION 4.14 LIMITATION ON NUMBER OF EXCHANGE AND WARRANT SHARES................................17

Article V        TRANSFER AGENT INSTRUCTIONS.....................................................................17


Article VI       CONDITIONS TO THE COMPANY'S OBLIGATION TO SELL..................................................18

SECTION 6.1      DELIVERY OF DOCUMENTS...........................................................................18
SECTION 6.2      PURCHASE PRICE..................................................................................18
SECTION 6.3      REPRESENTATIONS AND WARRANTIES..................................................................18
SECTION 6.4      AGREEMENT TO ASSIGN SECURITIES..................................................................19

Article VII      CONDITIONS TO BUYER'S OBLIGATION TO PURCHASE....................................................19

SECTION 7.1      DELIVERY OF DOCUMENTS...........................................................................19
SECTION 7.2      TRADING OF COMMON STOCK.........................................................................19
SECTION 7.3      REPRESENTATIONS AND WARRANTIES..................................................................19
SECTION 7.4      OPINION.........................................................................................20
SECTION 7.5      NOTE/WARRANT....................................................................................20
SECTION 7.6      BOARD APPROVAL..................................................................................20
SECTION 7.7      RESERVATION OF SHARES...........................................................................20
SECTION 7.8      TRANSFER AGENT..................................................................................20
SECTION 7.9      GOOD STANDING...................................................................................20
SECTION 7.10     OFFICER'S CERTIFICATE...........................................................................20
SECTION 7.11     SECURITIES LAWS.................................................................................20
SECTION 7.12     COMPANY CALL OPTION ISSUED BY BUYER TO COMPANY..................................................20
SECTION 7.13     BUYER'S EXERCISE AND COMPANY'S CANCELLATION OF REPRICING RIGHTS.................................21
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

<S>              <C>                                                                                             <C>
SECTION 7.14     COMPANY OBLIGATION TO AMEND S-3.................................................................21
SECTION 7.15     OTHER...........................................................................................21

Article VIII     INDEMNIFICATION.................................................................................21


Article IX       GOVERNING LAW; MISCELLANEOUS....................................................................24

SECTION 9.1      GOVERNING LAW; JURISDICTION; JURY TRIAL.........................................................24
SECTION 9.2      COUNTERPARTS....................................................................................24
SECTION 9.3      HEADINGS........................................................................................24
SECTION 9.4      SEVERABILITY....................................................................................24
SECTION 9.5      ENTIRE AGREEMENT; AMENDMENTS....................................................................25
SECTION 9.6      NOTICES.........................................................................................25
SECTION 9.7      SUCCESSORS AND ASSIGNS..........................................................................26
SECTION 9.8      NO THIRD PARTY BENEFICIARIES....................................................................26
SECTION 9.9      SURVIVAL........................................................................................27
SECTION 9.10       PUBLICITY.....................................................................................27
SECTION 9.11       FURTHER ASSURANCES............................................................................27
SECTION 9.12       TERMINATION...................................................................................27
SECTION 9.13       KNOWLEDGE.....................................................................................27
SECTION 9.14       NO STRICT CONSTRUCTION........................................................................28
SECTION 9.15       REMEDIES......................................................................................28
SECTION 9.16       PAYMENT SET ASIDE.............................................................................28
</TABLE>

<PAGE>

EXHIBIT E             34




                                    SCHEDULES

SCHEDULE 3.1                Subsidiaries
SCHEDULE 3.3                Capitalization
SCHEDULE 3.3(i)             Preemptive Rights
SCHEDULE 3.3(ii)            Debt Securities

SCHEDULE 3.3(iii)          Convertible  Securities  and Warrants  Outstanding
SCHEDULE 3.3(iv)                     Registration  Rights
SCHEDULE 3.3(v)             Securities  Subject to Redemption
SCHEDULE 3.3(vi)            Anti-Dilution Triggered
SCHEDULE 3.3(vii)           AR and Phantom Stock Rights
SCHEDULE 3.5                Conflicts
SCHEDULE 3.7                Material  Changes
SCHEDULE 3.8                Litigation
SCHEDULE 3.15               Intellectual  Property
SCHEDULE 3.17               Title;  Liens
SCHEDULE 3.23               Transactions with Affiliates
SCHEDULE 4.8                Additional  Financing; Right of First Refusal
SCHEDULE 4.11               Transactions With Affiliates
<PAGE>

                                    EXHIBITS

EXHIBIT A         Form of Note
EXHIBIT B         Form of Warrant

EXHIBIT C         Form of Registration Rights Agreement
EXHIBIT D         Form of Letter of Credit
EXHIBIT E         Form of Officer's Certificate
EXHIBIT F         Form of Company Counsel Opinion
EXHIBIT G         Form of Irrevocable Transfer Agent Instructions


<PAGE>

<TABLE>
<CAPTION>

                            GLOSSARY OF DEFINED TERMS
                            -------------------------

<S>                                                                                                              <C>
1933 Act..........................................................................................................1
Affiliate........................................................................................................16
Agreement.........................................................................................................1
Business Day......................................................................................................2
Buyer Indemnified Parties........................................................................................20
Buyer Losses.....................................................................................................20
By-laws...........................................................................................................6
Certificate of Incorporation......................................................................................6
Closing...........................................................................................................1
Closing Date......................................................................................................2
Common Stock......................................................................................................1
Company Indemnified Parties......................................................................................20
Company Losses...................................................................................................21
Control..........................................................................................................16
Exchange Shares...................................................................................................1
Environmental Laws...............................................................................................10
Financial Statements..............................................................................................7
GAAP..............................................................................................................7
Indemnified Parties..............................................................................................20
Indemnifying Party...............................................................................................21
Irrevocable Transfer Agent Instructions..........................................................................17
knowledge........................................................................................................26
Losses...........................................................................................................21
Material Adverse Effect...........................................................................................5
Note..............................................................................................................1
Principal Market.................................................................................................15
Purchase Price....................................................................................................2
Registration Period..............................................................................................14
Registration Rights Agreement.....................................................................................1
Regulation D......................................................................................................1
Related Party....................................................................................................15
Rule 144..........................................................................................................3
SEC...............................................................................................................1
Securities........................................................................................................2
Subsidiaries......................................................................................................5
Transaction Documents.............................................................................................5
Warrant...........................................................................................................1
Warrant Shares....................................................................................................1
</TABLE>

<PAGE>

                          SECURITIES PURCHASE AGREEMENT
                          -----------------------------

         SECURITIES PURCHASE AGREEMENT (this "Agreement"),  dated as of December
15,  2000,  by and between  DORAL 18, LLC, a Cayman  Islands  limited  liability
company (the "Buyer") and ALTAIR  INTERNATIONAL,  INC.,  an Ontario  corporation
(the "Company").

                                    RECITALS

         WHEREAS,  the  Company  and Buyer are  executing  and  delivering  this
Agreement in reliance upon the exemption from securities  registration  afforded
by Rule 506 of Regulation D ("Regulation D") as promulgated by the United States
Securities and Exchange Commission (the "SEC") under the Securities Act of 1933,
as amended and the rules and regulations of the SEC promulgated  thereunder (the
"1933 Act");

         WHEREAS,  the Company has  authorized  the issuance of a $7,000,000 10%
Asset-Backed  Exchangeable  Term Note,  which shall be exchangeable  into common
shares  of the  Company,  no par  value  per  share  (the  "Common  Stock")  (as
exchanged,  the  "Exchange  Shares"),  in  accordance  with  the  terms  of  the
Exchangeable  Term Note,  substantially in the form attached hereto as EXHIBIT A
(the "Note");

         WHEREAS,  the Company has  authorized  the issuance of a stock purchase
warrant, in substantially the form attached hereto as EXHIBIT B (the "Warrant"),
to purchase an aggregate of 350,000  shares of Common Stock at certain  exercise
prices as described therein (as exercised,  collectively, the "Warrant Shares");
and

         WHEREAS,  the Buyer wishes to write, and the Company wishes to purchase
a Call Option to purchase 247,000 common shares from the Buyer;

         WHEREAS,  Buyer desires to purchase,  and the Company  desires to issue
and  deliver  to  Buyer,  the Note and the  Warrant,  all  upon  the  terms  and
conditions stated in this Agreement;

         WHEREAS,  upon the  closing of the  transactions  contemplated  by this
Agreement,  the parties  hereto will execute and deliver a  Registration  Rights
Agreement,  in  substantially  the  form  attached  hereto  as  EXHIBIT  C  (the
"Registration  Rights  Agreement")  pursuant  to which the Company has agreed to
provide  certain  registration  rights under the 1933 Act and  applicable  state
securities laws.

         NOW THEREFORE,  in consideration of the mutual covenants of the parties
set forth in this  Agreement  and other  good and  valuable  consideration,  the
receipt and sufficiency of which are hereby acknowledged,  the Company and Buyer
hereby agree as follows:

                                    Article I

                      Purchase and Sale of Note and Warrant

SECTION 1.1       PURCHASE OF NOTE AND WARRANT.

         Subject to the  satisfaction (or waiver) of the conditions set forth in
Article 6 and Article 7 below,  the Company  shall issue and sell to Buyer,  and
Buyer  agrees to  purchase  from the  Company,  the Note and the  Warrant at the
Closing (the "Closing"). The aggregate purchase price (the "Purchase Price") for
the Note and the  Warrant  at the  Closing  shall be  $7,000,000  payable in the
manner agreed upon by the parties.

                                        1

<PAGE>

SECTION 1.2       CLOSING DATE.

         The date and time of the Closing  (the  "Closing  Date")  shall  occur,
subject to  notification  of  satisfaction  (or waiver) of the conditions to the
Closing  set forth in Article 6 and Article 7 hereof,  on  December  15, 2000 or
such other date as is mutually agreed to by the Company and the Buyer.

SECTION 1.3       FORM OF PAYMENT.

         On the Closing Date,  Buyer shall pay the Purchase Price to the Company
for the Note and the Warrant and the Company  shall  deliver to Buyer,  the Note
and the Warrant hereunder, duly executed on behalf of the Company and registered
in the name of Buyer or its  designee.  "Business  Day" shall mean any day other
than a  Saturday  or  Sunday or a day on which  commercial  banks in the City of
Chicago, Illinois are authorized or required by law or executive order to remain
closed.

                                   Article II

                     BUYER'S REPRESENTATIONS AND WARRANTIES

         Buyer hereby represents and warrants to the Company that:

SECTION 2.1       INVESTMENT PURPOSE.

         Buyer (i) is acquiring the Note and the Warrant,  (ii) upon exchange of
the Note,  will  acquire  the  Exchange  Shares  then  issuable,  and (iii) upon
exercise of the Warrant,  will acquire the Warrant Shares issuable upon exercise
thereof  (the Note,  the  Exchange  Shares,  the Warrant and the Warrant  Shares
collectively are referred to herein as the "Securities"),  as principal, for its
own account for  investment  only and not with a view towards,  or for resale in
connection  with, the public sale or  distribution  thereof,  except pursuant to
sales  registered or exempted  under the 1933 Act;  provided,  however,  that by
making  the  representations  herein,  Buyer  does not  agree to hold any of the
Securities  for any minimum or other  specific  term and  reserves  the right to
dispose  of the  Securities  at any time in  accordance  with or  pursuant  to a
registration statement or an exemption under the 1933 Act.

SECTION 2.2       ACCREDITED INVESTOR STATUS.

         Buyer is an  "accredited  investor"  as that  term is  defined  in Rule
501(a) of Regulation D.

SECTION 2.3       RELIANCE ON EXEMPTIONS.

         Buyer  understands that the Securities are being offered and sold to it
in reliance on specific exemptions from the registration  requirements of United
States federal and state securities laws and that the Company is relying in part
upon  the  truth  and   accuracy   of,  and   Buyer's   compliance   with,   the
representations,  warranties, agreements,  acknowledgments and understandings of
Buyer set forth herein in order to determine the availability of such exemptions
and the eligibility of Buyer to acquire such Securities.

                                        2

<PAGE>

SECTION 2.4       INFORMATION.

         Buyer and its advisors,  if any, have been furnished with all materials
relating to the business,  finances and  operations of the Company and materials
relating to the offer and sale of the  Securities  which have been  requested by
Buyer. Buyer and its advisors, if any, have been afforded the opportunity to ask
questions of the Company.  Neither such  inquiries  nor any other due  diligence
investigations   conducted   by  Buyer  or  its   advisors,   if  any,   or  its
representatives  shall  modify,  amend or  affect  Buyer's  right to rely on the
Company's  representations and warranties as set forth herein. Buyer understands
that its investment in the Securities  involves a high degree of risk. Buyer has
sought such accounting,  legal and tax advice as it has considered  necessary to
make an informed  investment  decision  with respect to its  acquisition  of the
Securities.

SECTION 2.5       NO GOVERNMENTAL REVIEW.

         Buyer  understands that no United States federal or state agency or any
other government or governmental agency has passed on or made any recommendation
or  endorsement  of  the  Securities  or  the  fairness  or  suitability  of the
investment in the Securities nor have such  authorities  passed upon or endorsed
the merits of the offering of the Securities.

SECTION 2.6       TRANSFER OR RESALE.

         Buyer  understands that except as provided in the  Registration  Rights
Agreement:  (i) the Securities have not been and are not being  registered under
the 1933 Act or any state  securities  laws,  and may not be  offered  for sale,
sold, assigned or transferred unless (A) subsequently registered thereunder, (B)
Buyer shall have delivered to the Company an opinion of counsel,  in a generally
acceptable  form,  to the effect that such  Securities  to be sold,  assigned or
transferred may be sold,  assigned or transferred  pursuant to an exemption from
such  registration,  or (C) Buyer provides the Company with an assurance  (which
assurance shall be acceptable to the Company in its reasonable  discretion) that
such Securities could then be sold, assigned or transferred pursuant to Rule 144
promulgated  under the 1933 Act, as amended (or a successor rule thereto) ("Rule
144");  (ii) any sale of the Securities made in reliance on Rule 144 may be made
only in  accordance  with the terms of Rule 144 and further,  if Rule 144 is not
applicable, any resale of the 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 1933 Act) may require compliance with some other
exemption under the 1933 Act or the rules and regulations of the SEC thereunder;
and (iii)  neither the Company nor any other person is under any  obligation  to
register such securities  under the 1933 Act or any state  securities laws or to
comply with the terms and conditions of any exemption thereunder.

SECTION 2.7       LEGENDS.

         Buyer understands that, in addition to other legends as may be required
by applicable  securities laws of the Province of Ontario,  the  certificates or
other instruments  representing the Note and the Warrant and, until such time as
the sale of the  Exchange  Shares and the Warrant  Shares  have been  registered
under the 1933 Act as contemplated by the  Registration  Rights  Agreement,  the
stock  certificates  representing  the Exchange  Shares and the Warrant  Shares,
except as set forth below,  shall bear a restrictive legend in substantially the
following form (and a stop-transfer order may be placed against transfer of such
stock certificates):

                                        3

<PAGE>

               THE  SECURITIES  REPRESENTED  BY THIS  CERTIFICATE  HAVE NOT BEEN
               REGISTERED  UNDER THE  SECURITIES  ACT OF 1933,  AS  AMENDED,  OR
               APPLICABLE  STATE  SECURITIES  LAWS.  THE  SECURITIES  HAVE  BEEN
               ACQUIRED FOR  INVESTMENT  AND MAY NOT BE OFFERED FOR SALE,  SOLD,
               TRANSFERRED   OR  ASSIGNED   IN  THE  ABSENCE  OF  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 A  GENERALLY  ACCEPTABLE  FORM,  THAT
               REGISTRATION  IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE  STATE
               SECURITIES  LAWS OR UNLESS  SOLD  PURSUANT TO RULE 144 UNDER SAID
               ACT.

         The legend set forth above shall be removed and the Company shall issue
a certificate  without such legend to the holder of the Securities upon which it
is stamped,  if, unless  otherwise  required by state  securities laws, (i) such
Securities are registered for sale under the 1933 Act, (ii) in connection with a
sale  transaction,  such holder provides the Company with an opinion of counsel,
in a generally acceptable form, to the effect that a public sale,  assignment or
transfer of the Securities may be made without  registration under the 1933 Act,
or (iii) such holder  provides the Company with  reasonable  assurances that the
Securities can be sold pursuant to Rule 144.

SECTION 2.8       VALIDITY; ENFORCEMENT.

         This  Agreement  has been duly and  validly  authorized,  executed  and
delivered  on  behalf of Buyer and is a valid  and  binding  agreement  of Buyer
enforceable  against  Buyer  in  accordance  with  its  terms,   subject  as  to
enforceability  to general  principles of equity and to  applicable  bankruptcy,
insolvency,  reorganization,  moratorium,  liquidation  and other  similar  laws
relating to, or affecting  generally,  the enforcement of applicable  creditors'
rights and remedies.

SECTION 2.9       TRADING RESTRICTIONS

         During the period  thirty days prior to the Closing,  neither the Buyer
nor any of its affiliates  has,  directly or indirectly,  entered into any short
position  or similar  hedge of the Common  Stock and have not used shares of the
Common Stock to cover any short position or hedge.

SECTION 2.10      RESIDENCY.

         Buyer is a resident  of and  subject to the  securities  laws of Cayman
Islands.  Buyer is not, and at no time prior to the date of this  Agreement  has
Buyer ever been, a resident of the United States of America or Canada.

                                        4

<PAGE>

                                  Article III

                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY

         The Company represents and warrants to Buyer that:

SECTION 3.1       ORGANIZATION AND QUALIFICATION.

         The Company and each of its "Subsidiaries"  (which for purposes of this
Agreement  means any entity in which the Company,  directly or indirectly,  owns
capital  stock or holds an equity or similar  interest)  are  corporations  duly
organized  and  validly  existing  in  good  standing  under  the  laws  of  the
jurisdiction in which they are  incorporated,  and have the requisite  corporate
power and  authorization  to own their properties and to carry on their business
as now  being  conducted.  Each  of the  Company  and its  Subsidiaries  is duly
qualified as a foreign  corporation  to do business  and is in good  standing in
every  jurisdiction  in which its  ownership  of  property  or the nature of the
business  conducted  by it makes  such  qualification  necessary,  except to the
extent that the failure to be so qualified or be in good standing would not have
a Material Adverse Effect. As used in this Agreement,  "Material Adverse Effect"
means  any  material  adverse  effect  on  the  business,   properties,  assets,
operations,  results or  operations,  financial  condition  or  prospects of the
Company and any of its  Subsidiaries,  taken as a whole, or on the  transactions
contemplated  hereby or by the agreements and  instruments to be entered into in
connection  herewith,  or on the  authority or ability of the Company to perform
its obligations under the Transaction  Documents (as defined below). The Company
has no Subsidiaries except as set forth on SCHEDULE 3.1.

SECTION 3.2       AUTHORIZATION; ENFORCEMENT; VALIDITY.

         (i) The Company has the  requisite  corporate  power and  authority  to
enter into and perform this Agreement,  the Note, the Warrant,  the Registration
Rights  Agreement,  its obligations  pursuant to the Irrevocable  Transfer Agent
Instructions (as defined in Article 5), and each of the other agreements entered
into by the parties hereto in connection with the  transactions  contemplated by
this Agreement  (collectively,  the "Transaction  Documents"),  and to issue the
Securities in accordance  with the terms hereof and thereof;  (ii) the execution
and delivery of the Transaction Documents by the Company and the consummation by
it of the  transactions  contemplated  hereby and  thereby,  including,  without
limitation  the issuance of the Note and the Warrant,  and the  reservation  for
issuance and the issuance of the Exchange Shares and the Warrant Shares issuable
upon exchange or exercise  thereof,  have been duly  authorized by the Company's
Board of Directors and no further  consent or  authorization  is required by the
Company,  its Board of  Directors  or its  stockholders;  (iii) the  Transaction
Documents  have been duly  executed and  delivered by the Company;  and (iv) the
Transaction Documents constitute the valid and binding obligation of the Company
enforceable  against the Company in accordance with their terms,  except as such
enforceability  may be  limited by general  principles  of equity or  applicable
bankruptcy, insolvency, reorganization,  moratorium, liquidation or similar laws
relating to, or affecting  generally,  the enforcement of creditors'  rights and
remedies.

                                        5

<PAGE>

SECTION 3.3       CAPITALIZATION.

         As of the date  hereof,  the  authorized  capital  stock of the Company
consists of an unlimited  number of shares of Common  Stock,  of which as of the
date hereof, 19,242,810 shares are issued and outstanding,  and 3,053,700 shares
are reserved for issuance  pursuant to the  Company's  stock option and purchase
plans.  All of such  outstanding  shares have been,  or upon  issuance  will be,
validly  issued and are fully paid and  nonassessable.  Except as  disclosed  on
SCHEDULE  3.3,  (i) no shares of the  Company's  capital  stock are  subject  to
preemptive  rights or any  other  similar  rights  or any liens or  encumbrances
suffered  or  permitted  by the  Company,  (ii)  there are no  outstanding  debt
securities,  (iii) there are no outstanding options,  warrants, scrip, rights to
subscribe to, calls or commitments of any character  whatsoever  relating to, or
securities  or rights  exchangeable  into,  any shares of  capital  stock of the
Company or any of its Subsidiaries, or contracts, commitments, understandings or
arrangements  by which the Company or any of its  Subsidiaries  is or may become
bound to issue  additional  shares of capital stock of the Company or any of its
Subsidiaries  or options,  warrants,  scrip,  rights to  subscribe  to, calls or
commitments  of any  character  whatsoever  relating to, or securities or rights
exchangeable  into,  any  shares of capital  stock of the  Company or any of its
Subsidiaries,  (iv) there are no  agreements  or  arrangements  under  which the
Company or any of its  Subsidiaries  is obligated to register the sale of any of
their securities under the 1933 Act (except the Registration  Rights Agreement),
(v) there are no outstanding  securities or instruments of the Company or any of
its Subsidiaries which contain any redemption or similar  provisions,  and there
are no  contracts,  commitments,  understandings  or  arrangements  by which the
Company or any of its  Subsidiaries  is or may become bound to redeem a security
of the  Company  or any of its  Subsidiaries,  (vi) there are no  securities  or
instruments  containing   anti-dilution  or  similar  provisions  that  will  be
triggered by the issuance of the Securities as described in this Agreement,  and
(vii) the Company does not have any stock appreciation rights or "phantom stock"
plans or agreements or any similar plan or agreement.  The Company has furnished
to  the  Buyer  true  and  correct  copies  of  the  Company's   Certificate  of
Incorporation,  as amended and as in effect on the date hereof (the "Certificate
of  Incorporation"),  and the Company's By-laws,  as amended and as in effect on
the date hereof (the  "By-laws"),  and the terms of all securities  exchangeable
into or  exercisable  for Common Stock and the rights of the holders  thereof in
respect thereto.

SECTION 3.4       ISSUANCE OF SECURITIES.

         Upon  issuance,  the Note and the Warrant will be, and upon exchange or
exercise in  accordance  with the Note or the  Warrant,  as the case may be, the
Exchange Shares and the Warrant Shares will be, validly  issued,  fully paid and
non-assessable  and free from all taxes,  liens and charges  with respect to the
issue  thereof,  with the holders  being  entitled  to all rights  accorded to a
holder of Common Stock.  At least  5,000,000  shares of Common Stock (subject to
adjustment  pursuant to the  Company's  covenant set forth in SECTION 4.7 below)
have been duly  authorized  and reserved for issuance  upon exchange of the Note
and  upon  exercise  of the  Warrant.  Provided  that  the  representations  and
warranties  of the Buyer set forth in Article 2 are true and  correct  when made
and as of the Closing,  issuance by the Company of the Securities will be and is
exempt from  registration  under the provisions of Rule 506 as promulgated under
the 1933 Act.

                                        6

<PAGE>

SECTION 3.5       NO CONFLICTS.

         Except as  disclosed  on SCHEDULE  3.5,  the  execution,  delivery  and
performance of the Transaction  Documents by the Company and the consummation by
the Company of the  transactions  contemplated  hereby and  thereby  (including,
without  limitation,  the  reservation for issuance and issuance of the Exchange
Shares  and the  Warrant  Shares)  will not (i)  result  in a  violation  of the
Certificate of Incorporation or the By-laws or (ii) conflict with, or constitute
a default (or an event which with notice or lapse of time or both would become a
default)  under,  or  give to  others  any  rights  of  termination,  amendment,
acceleration or cancellation of, any material agreement, indenture or instrument
to which  the  Company  or any of its  Subsidiaries  is a party,  or result in a
violation of any law, rule,  regulation,  order,  judgment or decree  (including
federal and state securities laws and regulations)  applicable to the Company or
any of its  Subsidiaries or by which any property or asset of the Company or any
of its  Subsidiaries is bound or affected.  Except as disclosed on SCHEDULE 3.5,
neither the Company nor its  Subsidiaries  is in  violation of any term of or in
default under its  Certificate  of  Incorporation  or By-laws or  organizational
charter. Except as disclosed on SCHEDULE 3.5, neither the Company nor any of its
Subsidiaries  is in violation of any  material  term of or in default  under any
material contract, agreement,  mortgage,  indebtedness,  indenture,  instrument,
judgment,  decree or order or any  statute,  rule or  regulation  applicable  to
Company or its Subsidiaries. The business of the Company and its Subsidiaries is
not being  conducted,  and  shall not be  conducted,  in  violation  of any law,
ordinance,  regulation of any  governmental  entity except where such  violation
would not have a Material Adverse Effect. Except as specifically contemplated by
this Agreement and as required under the 1933 Act or applicable state securities
laws, the Company is not required to obtain any consent,  authorization or order
of, or make any filing or registration with, any court or governmental agency or
any regulatory or self-regulatory agency in order for it to execute,  deliver or
perform any of its  obligations  under or  contemplated by this Agreement or any
other of the  Transaction  Documents,  in each case in accordance with the terms
hereof  or  thereof.   Except  as  disclosed  on  SCHEDULE  3.5,  all  consents,
authorizations,  orders, filings and registrations which the Company is required
to obtain  pursuant to the preceding  sentence have been obtained or effected on
or prior to the date hereof. The Company and its Subsidiaries are unaware of any
facts or circumstances which might give rise to any of the foregoing.

SECTION 3.6       FINANCIAL STATEMENTS/FINANCIAL CONDITION.

         The Company's balance sheet and statements of income and cash flows for
the fiscal years ended  December 31, 1999 and 1998,  and the  Company's  balance
sheet as of December 31, 1999 and the related statement of income for the period
then ended (all such financial  statements being hereinafter  referred to as the
"Financial  Statements")  each of which  has been  previously  delivered  to the
Buyer,  have been  prepared  in  accordance  with  Canadian  generally  accepted
accounting  principles,   consistently  applied  ("GAAP"),  during  the  periods
involved (except (i) as may be otherwise indicated in such financial  statements
or the notes thereto,  or (ii) in the case of unaudited interim  statements,  to
the extent they may exclude footnotes, may be condensed or summary statements or
may be subject to normal year-end  adjustments or accruals  consistent with past
practice) and fairly present in all material respects the financial  position of
the Company as of the dates thereof and the results of its  operations  and cash
flows for the periods then ended (subject,  in the case of unaudited statements,
to normal year-end audit adjustments or accruals consistent with past practice).
No other information  provided by or on behalf of the Company to the Buyer which
is not included in the  Financial  Statements,  including,  without  limitation,
information  referred to in SECTION 2.4 of this  Agreement,  contains any untrue
statement of a material  fact or omits to state any material  fact  necessary in
order to make the statements  therein,  in the light of the  circumstance  under
which they are or were made, not misleading.

                                        7

<PAGE>

         The Company further represents and warrants that, upon the satisfaction
of the transactions  contemplated herein, it will be able to pay its liabilities
as they  become  due and  that the  realizable  value  of the  Company's  assets
thereafter  will not be less than the aggregate of (i) its  liabilities and (ii)
its stated  capital of all  classes or the amount  that would be  required to be
paid to the holders of shares of its  capital  stock who have a right to be paid
prior to the Buyer upon a liquidation or redemption, whichever is greater.

SECTION 3.7       ABSENCE OF CERTAIN CHANGES.

         Except as disclosed on SCHEDULE 3.7,  since December 31, 1999 there has
been no material  adverse  change and no  material  adverse  development  in the
business, properties,  operations, financial condition, results of operations or
prospects of the Company or its  Subsidiaries.  Company has not taken any steps,
and does not currently expect to take any steps, to seek protection  pursuant to
any  bankruptcy  law nor does the  Company or any of its  Subsidiaries  have any
knowledge or reason to believe that its creditors intend to initiate involuntary
bankruptcy proceedings.

SECTION 3.8       ABSENCE OF LITIGATION.

         There is no action, suit,  proceeding,  inquiry or investigation before
or by any court, public board, government agency,  self-regulatory  organization
or body pending or, to the knowledge of the Company or any of its  Subsidiaries,
threatened  against or  affecting  the  Company,  the Common Stock or any of the
Company's  Subsidiaries  or any of the Company's or the Company's  Subsidiaries'
officers  or  directors  in their  capacities  as such,  except  as set forth in
SCHEDULE 3.8.

SECTION 3.9       ACKNOWLEDGMENT REGARDING BUYER'S PURCHASE OF SECURITIES.

         The Company  acknowledges and agrees that the Buyer is acting solely in
the capacity of arm's length purchaser with respect to the Transaction Documents
and the  transactions  contemplated  hereby and  thereby.  The  Company  further
acknowledges that Buyer is not acting as a financial advisor or fiduciary of the
Company (or in any similar  capacity) with respect to the Transaction  Documents
and the  transactions  contemplated  hereby and thereby and any advice  given by
Buyer or any of its representatives or agents in connection with the Transaction
Documents  and the  transactions  contemplated  hereby  and  thereby  is  merely
incidental to Buyer's purchase of the Securities. The Company further represents
to Buyer that the Company's decision to enter into the Transaction Documents has
been  based  solely  on the  independent  evaluation  by  the  Company  and  its
representatives.

SECTION 3.10      NO   UNDISCLOSED   EVENTS,   LIABILITIES,    DEVELOPMENTS   OR
                  CIRCUMSTANCES.

         To the knowledge of the Company,  no event,  liability,  development or
circumstance has occurred or exists,  or is contemplated to occur,  with respect
to the Company or its  Subsidiaries or their  respective  business,  properties,
prospects,  operations  or  financial  condition,  that would be  required to be
disclosed by the Company  under  applicable  securities  laws on a  registration
statement  filed with the SEC relating to an issuance and sale by the Company of
its Common Stock and which has not been publicly announced.

                                        8

<PAGE>

SECTION 3.11      NO GENERAL SOLICITATION.

         Neither the Company,  nor any of its affiliates,  nor any person acting
on its or their  behalf,  has  engaged  in any form of general  solicitation  or
general  advertising  (within the meaning of Regulation D under the 1933 Act) in
connection with the offer or sale of the Securities.

SECTION 3.12      NO INTEGRATED OFFERING.

         Neither the Company,  nor any of its affiliates,  nor any person acting
on its or their behalf has, directly or indirectly,  made any offers or sales of
any security or solicited  any offers to buy any security,  under  circumstances
that would cause this offering of the  Securities  to be  integrated  with prior
offerings  by the  Company  for  purposes  of  the  1933  Act or any  applicable
stockholder approval provisions,  including, without limitation, under the rules
and  regulations of any exchange or automated  quotation  system on which any of
the securities of the Company are listed or designated,  nor will the Company or
any of its Subsidiaries take any action or steps that would require registration
of any of the  Securities  under  the  1933  Act or cause  the  offering  of the
Securities  to be  integrated  with  other  offerings  that would  require  such
registration.

SECTION 3.13      DILUTIVE EFFECT.

         The Company  understands and  acknowledges  that the number of Exchange
Shares  issuable  upon  exchange  of the Note or Warrant  Shares  issuable  upon
exercise of the Warrant  will  increase  in certain  circumstances.  The Company
further  acknowledges that its obligation to issue Exchange Shares upon exchange
of the Note in accordance with this Agreement and the Note and its obligation to
issue the Warrant  Shares upon exercise of the Warrant in  accordance  with this
Agreement  and  the  Warrant,  is,  in each  case,  absolute  and  unconditional
regardless  of the dilutive  effect that such issuance may have on the ownership
interests of other stockholders of the Company.

SECTION 3.14      EMPLOYEE RELATIONS.

         Neither  the  Company  nor any of its  Subsidiaries  is involved in any
labor dispute nor, to the  knowledge of the Company or any of its  Subsidiaries,
is any such  dispute  threatened.  None of the  Company's  or its  Subsidiaries'
employees  is  a  member  of a  union,  neither  the  Company  nor  any  of  its
Subsidiaries is a party to a collective  bargaining  agreement,  and the Company
and its Subsidiaries believe that their relations with their employees are good.
No  executive  officer (as defined in Rule 501(f) of the 1933 Act) has  notified
the  Company  that such  officer  intends  to leave  the  Company  or  otherwise
terminate such officer's  employment with the Company.  No executive officer, to
the best knowledge of the Company and its Subsidiaries, is in material violation
of  any  term  of  any  employment  contract,  confidentiality,   disclosure  or
proprietary  information  agreement,  non-competition  agreement,  or any  other
contract or agreement or any restrictive covenant,  and the continued employment
of each such  executive  officer  will not  subject  the  Company  or any of its
Subsidiaries to any liability with respect to any of the foregoing matters.

                                        9

<PAGE>

SECTION 3.15      INTELLECTUAL PROPERTY RIGHTS.

         The  Company and its  Subsidiaries  own or possess  adequate  rights or
licenses to use all material  trademarks,  trade names,  service names,  service
marks,  service mark registrations,  service names,  patent rights,  copyrights,
inventions, licenses, approvals, governmental authorizations,  trade secrets and
rights necessary to conduct their respective  businesses as now conducted except
as set forth on SCHEDULE 3.15. Except as set forth on SCHEDULE 3.15, none of the
Company's  material  trademarks,   trade  names,  service  marks,  service  mark
registrations,  service names, patents, patent rights,  copyrights,  inventions,
licenses,   approvals,   government  authorizations,   trade  secrets  or  other
intellectual  property  rights have  expired or  terminated,  or are expected to
expire or  terminate  within  two  years  from the date of this  Agreement.  The
Company and its  Subsidiaries  do not have any knowledge of any  infringement by
the Company or its Subsidiaries of trademark, trade name rights, patents, patent
rights, copyrights,  inventions, licenses, service names, service marks, service
mark  registrations,  trade secret or other similar rights of others,  or of any
such development of similar or identical trade secrets or technical  information
by others and, except as set forth on SCHEDULE 3.15,  there is no claim,  action
or proceeding  being made or brought  against,  or to the  Company's  knowledge,
being threatened against,  the Company or its Subsidiaries  regarding trademark,
trade name,  patents,  patent rights,  invention,  copyright,  license,  service
names,  service  marks,  service  mark  registrations,  trade  secret  or  other
infringement,  and the Company and its  Subsidiaries are unaware of any facts or
circumstances which might give rise to any of the foregoing.

SECTION 3.16      ENVIRONMENTAL LAWS.

         The Company and its Subsidiaries (i) are in compliance with any and all
applicable  material  foreign,  federal,  state and local  laws and  regulations
relating to the  protection  of human  health and  safety,  the  environment  or
hazardous  or  toxic   substances   or  wastes,   pollutants   or   contaminants
("Environmental  Laws"),  (ii) have  received  all  permits,  licenses  or other
approvals required of them under applicable  Environmental Laws to conduct their
respective  businesses and (iii) are in compliance with all terms and conditions
of any such permit,  license or approval  where,  in each of the three foregoing
cases, the failure to so comply would have,  individually or in the aggregate, a
Material  Adverse Effect.  Except as set forth in Schedule 3.16, the Company has
not received any notice of  non-compliance  with any Environmental Law which, if
violated would have a Material Adverse Effect.

SECTION 3.17      TITLE; LIENS.

         The Company and its Subsidiaries  have good and marketable title to all
personal property owned by them which is material to the business of the Company
and its Subsidiaries, in each case free and clear of all liens, encumbrances and
defects  except such as are  described in SCHEDULE 3.17 or such as do not have a
Material  Adverse Effect on the value of such property and do not interfere with
the use made and proposed to be made of such  property by the Company and any of
its Subsidiaries. The Company and its Subsidiaries do not own any real property.
Any real property and facilities  held under lease by the Company and any of its
Subsidiaries  are, to the  knowledge of the  Company,  held by them under valid,
subsisting and  enforceable  leases with such exceptions as are not material and
do not interfere  with the use made and proposed to be made of such property and
buildings  by  the  Company  and  its  Subsidiaries.  Furthermore,  the  Company
represents  and warrants  that the personal  property  which was acquired by the
Company  pursuant to that Asset  Purchase And Sale  Agreement by and between the
Company and BHP Minerals  International,  Inc. dated as of November 16, 1999 was
transferred to Altair Technologies, Inc. and that none of such personal property
is held by any other Subsidiary.

                                       10

<PAGE>

SECTION 3.18      INSURANCE.

         The  Company  and each of its  Subsidiaries  are insured by insurers of
recognized  financial  responsibility  against such losses and risks and in such
amounts as management of the Company believes to be prudent and customary in the
businesses in which the Company and its  Subsidiaries  are engaged.  Neither the
Company nor any such  Subsidiary has been refused any insurance  coverage sought
or applied for and neither the Company nor any such Subsidiary has any reason to
believe that it will not be able to renew its existing insurance coverage as and
when such coverage  expires or to obtain similar  coverage from similar insurers
as may be  necessary  to continue  its  business at a cost that would not have a
Material Adverse Effect the condition,  financial or otherwise, or the earnings,
business or operations of the Company and its Subsidiaries, taken as a whole.

SECTION 3.19      REGULATORY PERMITS.

         The Company and its  Subsidiaries  possess all  material  certificates,
authorizations and permits issued by the appropriate  federal,  state or foreign
regulatory  authorities  necessary to conduct their respective  businesses,  and
neither  the  Company  nor any  such  Subsidiary  has  received  any  notice  of
proceedings relating to the failure to obtain, or the revocation or modification
of any such certificate, authorization or permit.

SECTION 3.20      INTERNAL ACCOUNTING CONTROLS.

         The Company and each of its Subsidiaries  maintain a system of internal
accounting  controls  sufficient  to  provide  reasonable   assurance  that  (i)
transactions  are executed in accordance with  management's  general or specific
authorizations,   (ii)   transactions   are  recorded  as  necessary  to  permit
preparation  of financial  statements  in  conformity  with GAAP and to maintain
asset  accountability,  (iii) access to assets is permitted  only in  accordance
with  management's  general  or  specific  authorization  and (iv) the  recorded
accountability  for assets is compared  with the existing  assets at  reasonable
intervals and appropriate action is taken with respect to any differences.

SECTION 3.21      NO MATERIALLY ADVERSE CONTRACTS, ETC.

         Neither  the  Company  nor any of its  Subsidiaries  is  subject to any
charter,  corporate or other legal restriction,  or any judgment, decree, order,
rule or  regulation  which in the judgment of the  Company's  officers has or is
expected in the future to have a Material  Adverse  Effect.  Neither the Company
nor any of its Subsidiaries is a party to any contract or agreement which in the
judgment of the Company's officers has or is expected to have a Material Adverse
Effect.

                                       11

<PAGE>

SECTION 3.22      TAX STATUS.

         The Company and each of its  Subsidiaries has made or filed all federal
and state income and all other tax returns, reports and declarations required by
any  jurisdiction to which it is subject (unless and only to the extent that the
Company  and  each of its  Subsidiaries  has set  aside  on its  books  reserves
reasonably  adequate for the payment of all unpaid and unreported taxes) and has
paid all taxes and other governmental  assessments and charges that are material
in  amount,  shown  or  determined  to be  due  on  such  returns,  reports  and
declarations,  except  those being  contested in good faith and has set aside on
its books reserves  reasonably adequate for the payment of all taxes for periods
subsequent to the periods to which such returns,  reports or declarations apply.
There are no unpaid taxes in any material amount claimed to be due by the taxing
authority of any jurisdiction,  and the officers of the Company know of no basis
for any such claim.

SECTION 3.23      TRANSACTIONS WITH AFFILIATES.

         Except as set forth on SCHEDULE  3.23 and other than the grant of stock
options disclosed on SCHEDULE 3.3, none of the officers, directors, or employees
of the Company is presently a party to any  transaction  with the Company or any
of its  Subsidiaries  (other  than  for  services  as  employees,  officers  and
directors), including any contract, agreement or other arrangement providing for
the  furnishing  of  services  to or by,  providing  for the  rental  of real or
personal  property to or from,  or otherwise  requiring  payments to or from any
officer,  director or such  employee or, to the  knowledge  of the Company,  any
corporation,  partnership, trust or other entity in which any officer, director,
or any such  employee  has a  substantial  interest or is an officer,  director,
trustee or partner.

SECTION 3.24      APPLICATION OF TAKEOVER PROTECTIONS.

         The Company and its Board of Directors have taken all necessary action,
if any, in order to render inapplicable any control share acquisition,  business
combination,  poison pill (including any distribution  under a rights agreement)
or other similar anti-takeover  provision under the Certificate of Incorporation
or the laws of the state of the Company's incorporation and such other state, to
the extent allowed under such state law, if any, where the Company  conducts its
principal operation which is or could become applicable to the Buyer as a result
of  the  transactions  contemplated  by  this  Agreement,   including,   without
limitation,  the Company's  issuance of the Securities and Buyer's  ownership of
the Securities.

SECTION 3.25      RIGHTS AGREEMENT.

         Except as set forth in  Schedule  3.25,  the  Company has not adopted a
shareholder  rights plan or similar  arrangement  relating to  accumulations  of
beneficial ownership of Common Stock or a change in control of the Company.

SECTION 3.26      ELIGIBILITY TO REGISTER ON FORM S-3

         The Company is eligible to use Form S-3,  developed  by the  Securities
and Exchange  Commission pursuant to the 1933 Act for the purpose of registering
the Exchange Shares and the Warrant Shares under the 1933 Act.

                                       12

<PAGE>

SECTION 3.27      FOREIGN CORRUPT PRACTICES.

         Neither the Company,  nor any of its  Subsidiaries,  nor any  director,
officer,  agent, employee or other person acting on behalf of the Company or any
of its Subsidiaries  has, in the course of its actions for, or on behalf of, the
Company or any of its  Subsidiaries  used any  corporate  funds for any unlawful
contribution,  gift,  entertainment  or  other  unlawful  expenses  relating  to
political activity;  made any direct or indirect unlawful payment to any foreign
or domestic government official or employee from corporate funds; violated or is
in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977,
as amended;  or made any unlawful  bribe,  rebate,  payoff,  influence  payment,
kickback  or other  unlawful  payment  to any  foreign  or  domestic  government
official or employee.

SECTION 3.28      SURVIVAL OR REPRESENTATIONS AND WARRANTIES.

         All  representations  and  warranties of the Company  contained in this
Agreement shall survive the execution hereof and the closing of the transactions
described herein or related hereto.

                                   Article IV

                                    COVENANTS

SECTION 4.1       BEST EFFORTS.

         Each  party to this  Agreement  shall  use its best  efforts  to timely
satisfy  each of the  conditions  to be satisfied by it as provided in Article 6
and Article 7 of this Agreement.

SECTION 4.2       FORM D AND BLUE SKY.

         The Company  agrees to timely file a Form D with respect to the sale of
the  Securities  under this  Agreement  as required  under  Regulation  D and to
provide a copy thereof to Buyer promptly  after such filing.  The Company shall,
on or before the Closing Date, take such action as the Company shall  reasonably
determine is  necessary  in order to obtain an  exemption  for or to qualify the
Securities for sale to the Buyer at the Closing pursuant to this Agreement under
applicable securities or "Blue Sky" laws of the states of the United States, and
shall  provide  evidence of any such action so taken to the Buyer on or prior to
the Closing Date.  The Company  shall make all filings and reports  relating the
offer and sale of the Securities  required under applicable  securities or "Blue
Sky" laws of the states of the United States  following  the Closing  Date.  The
Buyer  covenants  and agrees that it shall  promptly  provide to the Company all
information  reasonably  requested by the Company in connection with its efforts
to comply with the provisions of this Section 4.2.

SECTION 4.3       REGISTRATION STATEMENT.

         As soon as  practicable  but in no event later than  thirty  seven (37)
days after the Closing Date,  the Company shall  prepare,  deliver to the Buyer,
and file with the SEC a Registration Statement or Registration Statements (as is
necessary)  on Form S-3  covering  the  resale of the  Exchange  Shares  and the
Warrant Shares.

                                       13

<PAGE>

SECTION 4.4       REPORTING STATUS.

         Until the  earlier  of (i) the date which is one year after the date as
of which the  Investors  (as that term is  defined  in the  Registration  Rights
Agreement)  may sell all of the Exchange  Shares and the Warrant  Shares without
restriction pursuant to Rule 144(k) promulgated under the 1933 Act (or successor
thereto),  or (ii) the date on which (A) the  Investors  shall have sold all the
Exchange Shares and the Warrant Shares and (B) no amounts under the Note are due
and owing and no Warrants  are  outstanding  (the  "Registration  Period"),  the
Company shall file all reports required to be filed with the SEC pursuant to the
1934 Act, and the Company shall not  terminate its status as an issuer  required
to file reports under the 1934 Act even if the 1934 Act would  otherwise  permit
such termination.

SECTION 4.5       USE OF PROCEEDS.

         The  Company  will use the  proceeds  from the sale of the Note and the
related Warrant for redemption of the Andersen,  LLC equity financing  facility,
and general working capital purposes.

SECTION 4.6       FINANCIAL INFORMATION.

         The  Company  agrees to send the  following  to each  Buyer  (and their
permitted  transferees,  if any) during the Registration  Period: (i) within two
(2) days  after the filing  thereof  with the SEC, a notice of filing its Annual
Report on Form 10-K (or other required form), its Quarterly Reports on Form 10-Q
(or other required form),  any Current Reports on Form 8-K and any  registration
statements  (other than on Form S-8) or  amendments  filed  pursuant to the 1933
Act;  provided,  that if any such report is not filed with the SEC through EDGAR
then the  Company  shall  deliver a copy of such  report  to Buyer by  facsimile
within two days after such report is filed with the SEC;  and (ii) copies of any
notices and other information made available or given to the stockholders of the
Company generally, contemporaneously with the making available or giving thereof
to the stockholders.

SECTION 4.7       RESERVATION OF SHARES.

         At the  Closing,  the Company  shall take all action  necessary to have
authorized,  and reserved for the purpose of issuance,  no less than 200% of the
number of shares of Common  Stock  needed to  provide  for the  issuance  of the
shares of  Common  Stock  upon  exchange  of the Note and 100% of the  number of
shares of Common  Stock  needed to  provide  for the  issuance  of the shares of
Common Stock upon  exercise of the entire  Warrant.  Following the Closing Date,
the Company  shall take all actions  necessary to at all times have  authorized,
and  reserved  for the purpose of  issuance,  no less than 130% of the number of
shares of Common  Stock  needed to  provide  for the  issuance  of the shares of
Common  Stock upon  exchange of the Note and 100% of the shares of Common  Stock
needed to provide for the issuance of the shares of Common  Stock upon  exercise
of the entire Warrant.

SECTION 4.8       ADDITIONAL FINANCING; RIGHT OF FIRST REFUSAL.

         (a) During the term of the Note,  the Company shall be prohibited  from
issuing any variable priced debt or equity securities of any type;

                                       14

<PAGE>

         (b) While  there is a principal  amount  outstanding  on the Note,  the
Company shall not create, incur, assume or suffer to exist, or permit any of its
Subsidiaries to create,  incur,  assume or suffer to exist,  any debt other than
the Note, which is secured by the assets identified on Schedule 4.8.

SECTION 4.9       LISTING.

         The Company  shall use its best efforts to promptly  secure the listing
of all of the  Registrable  Securities  (as defined in the  Registration  Rights
Agreement) on the NASDAQ National Market System,  or other  comparable  national
exchange or trading market (the "Principal  Market") (subject to official notice
of  issuance)  and shall  maintain,  so long as any other shares of Common Stock
shall be so listed, such listing of all Registrable Securities from time to time
issuable under the terms of the Transaction Documents. Upon Buyer's request, not
later  than March 1 of the  applicable  year at the next  annual  meeting of the
Company's  Stockholders,  the Company shall solicit stockholder  approval of the
Company's issuance of all of the Securities described in this Agreement, if such
approval will  facilitate  prompt listing of the  Registrable  Securities on the
Principal Market.  Upon such listing on the Principal Market neither the Company
nor any of its  Subsidiaries  shall take any action  which  would be  reasonably
expected to result in the  delisting  or  suspension  of the Common Stock on the
Principal  Market.  The Company shall  promptly,  and in no event later than the
following  Business Day, provide to Buyer copies of any notices it receives from
the Principal Market regarding any continued eligibility of the Common Stock for
listing on such automated quotation system or securities  exchange.  The Company
shall pay all fees and expenses in connection  with  satisfying its  obligations
under this SECTION 4.9.

SECTION 4.10      EXPENSES.

         At the Closing,  the Company shall pay to JE Matthew a transaction  fee
of  One  Hundred  and  Fifteen  Thousand   Dollars   ($115,000)  which  includes
reimbursement of a portion of the fees incurred by Buyer's counsel.

SECTION 4.11      TRANSACTIONS WITH AFFILIATES.

         So long as any  amounts  under the Note are  outstanding  (but no later
than such time as all amounts have become exchangeable),  the Company shall not,
and shall cause each of its  Subsidiaries not to, enter into,  amend,  modify or
supplement, or permit any Subsidiary to enter into, amend, modify or supplement,
any agreement,  transaction,  commitment or  arrangement  with any of its or any
Subsidiaries' officers, directors, persons who were officers or directors at any
time during the previous two years, stockholders who beneficially own 5% or more
of the Common  Stock,  or affiliates  or with any  individual  related by blood,
marriage or adoption to any such individual or with any entity in which any such
entity or  individual  owns a 5% or more  beneficial  interest  (each a "Related
Party"),  except for (a) customary employment  arrangements and benefit programs
on reasonable terms; (b) any agreement,  transaction,  commitment or arrangement
on an  arms-length  basis on terms no less favorable than terms which would have
been obtainable from a person other than such Related Party;  (c) any agreement,
transaction,  commitment or  arrangement  which is approved by a majority of the
disinterested directors of the Company; (d) existing agreements identified on

                                       15

<PAGE>

SCHEDULE 4.11 or (e) transactions involving payments or amounts individually not
in excess of $100,000 or in the  aggregate in excess of $500,000 in any one-year
period.  For purposes hereof, any director who is also an officer of the Company
or any  subsidiary  of the Company  shall not be a  disinterested  director with
respect  to  any  such  agreement,   transaction,   commitment  or  arrangement.
"Affiliate" or "affiliate" for purposes hereof means, with respect to any person
or entity,  another person or entity that, directly or indirectly,  (i) has a 5%
or more equity  interest  in that  person or entity,  (ii) has 5% or more common
ownership with that person or entity,  (iii) controls that person or entity,  or
(iv) shares common  control with that person or entity.  "Control" or "controls"
for  purposes  hereof  means that a person or entity  has the  power,  direct or
indirect,  to conduct or govern the  policies  of another  person or entity.  In
addition, (A), until such time as the conditions for the reduction of the amount
of the Letter of Credit to 50% of the principal  amount of the Note described in
Section 4.13 are satisfied, the Company shall not sell, transfer, convey, assign
pledge  or  otherwise  divest  or  encumber  its  interests  in the stock of the
Subsidiaries, or any part thereof, to any other person other than the Buyer, and
(B) until such times as all amounts  under the Note have been paid,  the Company
shall not sell, transfer, convey, assign, pledge or otherwise divest or encumber
its interest in the stock of Altair Technologies,  Inc., or any part thereof, to
any person  other than the Buyer or any  Subsidiary.  Furthermore,  the  Company
shall not guarantee or otherwise become liable,  in any way, with respect to the
obligations,  indebtedness  or liabilities of any Subsidiary and shall cause the
records, books of account, bank accounts and assets of each Subsidiary to remain
separate and apart from those of the Company or any of the other Subsidiaries.

SECTION 4.12      LIMITATION ON FILING REGISTRATION STATEMENTS.

         Except in connection with existing  registration  obligations set forth
on  SCHEDULE  3.3(iv),  registration  obligations  set  forth  herein  or in the
Registration  Rights  Agreement,  the  Company  shall  not  file a  registration
statement (other than the Registration Statement (as defined in the Registration
Rights Agreement) or a registration  statement on Form S-4 or Form S-8) covering
the sale or resale of shares of Common Stock with the SEC during the term of the
Note.

         Notwithstanding  the above,  the Company  will be permitted to register
for resale or  otherwise,  the shares  listed in SCHEDULE  3.3(iv)  [which shall
include up to 500,000 shares and 250,000 warrants,  not to be sold for less than
the Fixed Exchange Price described in the Note].

SECTION 4.13      LETTERS OF CREDIT.

         The  Company  covenants  and  agrees  that so long as any  amounts  are
outstanding  under the Note, it will procure an irrevocable  Letter of Credit in
an amount equal to $4,000,000 and maintain an irrevocable Letter of Credit in an
amount equal to the lesser of  $4,000,000  or 57% of the  outstanding  principal
balance of the Note, as calculated  from time to time, for the benefit of Buyer,
and which  Letter of Credit has been issued by a bank  satisfactory  to Buyer in
its sole  discretion and in the form attached hereto as EXHIBIT D. The Letter of
Credit  shall be  maintained  thereafter  in an  amount  equal to  57.15% of the
principal balance of the Note.  Notwithstanding the foregoing, (i) provided that
the Company has  fulfilled its  obligations  as set forth in Section 7.14 hereof
and (ii) upon the  effectiveness  of the  Registration  Statement  described  in
Section 4.3 hereof,  at such time thereafter that the per share closing price of
the Common Stock on its principal exchange equals or exceeds $2.25 for five

                                       16

<PAGE>

consecutive  days,  the Letter of Credit  amount  described  in the  immediately
preceding sentence shall be reduced to 50% of the principal balance of the Note.
Furthermore,  as the principal balance of the Note is reduced from time to time,
the Letter of Credit  amount  described  in this  Section  4.13 shall be reduced
accordingly to an amount equal to 50% of the then applicable  principal  balance
of the Note.  The Company  further  covenants  and agrees that upon any Event of
Default  (as defined in the Note) under the Note,  Buyer shall be  permitted  to
pursue any and all remedies available to Buyer as the beneficiary of such Letter
of Credit,  without  regard to amounts and penalties  which may otherwise be due
and owing to Buyer under the terms of such Note, or any other remedies available
to Buyer as a result of such Event of  Default,  whether  pursuant to such Note,
this  Agreement or otherwise.  In the event of a Prepayment  under the Note, the
Company shall be entitled to apply the balance under the Letter of Credit.

SECTION 4.14      SECTION  4.14  LIMITATION  ON NUMBER OF  EXCHANGE  AND WARRANT
                  SHARES.

         When required under the listing  requirements of the Principal  Market,
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,  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.  The Company shall seek approval of its  stockholder 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 Exchange Shares and/or
Warrant  Shares as a result of the operation of this SECTION 4.14,  with respect
to the Note, the Company shall be subject to the restrictions described therein,
and 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.

                                    Article V

                           TRANSFER AGENT INSTRUCTIONS

         The Company shall issue irrevocable instructions to its transfer agent,
and any subsequent transfer agent, to issue certificates, registered in the name
of Buyer or its respective  nominee(s),  for the Exchange Shares and the Warrant
Shares  in such  amounts  as  specified  from  time to time by the  Buyer to the
Company upon exchange of amounts  outstanding  under the Note or exercise of the
Warrant (the "Irrevocable Transfer Agent  Instructions").  Prior to registration
of the  Exchange  Shares and the  Warrant  Shares  under the 1933 Act,  all such
certificates  shall bear the restrictive legend specified in SECTION 2.7 of this
Agreement.  Upon such  registration  of the Common Shares and the Warrant Shares
under the 1933 Act, the Company shall  promptly  notify the transfer  agent that
any Common Shares and Warrant Shares issued  pursuant to the Note or the Warrant
and resold  pursuant to the  Registration  Statement after the effective date of
such Registration Statement shall be issued without such restrictive legend. The

                                       17

<PAGE>

Company warrants that no instruction  other than the Irrevocable  Transfer Agent
Instructions  referred to in this Article 5, and stop transfer  instructions  to
give  effect to SECTION 2.6 hereof (in the case of the  Exchange  Shares and the
Warrant  Shares,  prior to  registration  of the Exchange Shares and the Warrant
Shares  under the 1933 Act) will be given by the Company to its  transfer  agent
and that the Securities shall otherwise be freely  transferable on the books and
records of the Company as and to the extent  provided in this  Agreement and the
Registration Rights Agreement. Nothing in this Article 5 shall affect in any way
the Buyer's  obligations  and agreements set forth in SECTION 2.7 to comply with
all  applicable  prospectus  delivery  requirements,  if any, upon resale of the
Securities.  If the Buyer provides the Company with an opinion of counsel,  in a
generally  acceptable  form,  to the effect that a public  sale,  assignment  or
transfer of the Securities may be made without  registration  under the 1933 Act
or the Buyer provides the Company with reasonable assurances that the Securities
can be sold pursuant to Rule 144, the Company shall permit the transfer, and, in
the case of the Exchange  Shares and the Warrant Shares,  promptly  instruct its
transfer  agent  to  issue  one or more  certificates  in such  name and in such
denominations  as specified  by Buyer and without any  restrictive  legend.  The
Company acknowledges that a breach by it of its obligations hereunder will cause
irreparable  harm to the  Buyer by  vitiating  the  intent  and  purpose  of the
transaction contemplated hereby. Accordingly,  the Company acknowledges that the
remedy  at law for a breach  of its  obligations  under  this  Article 5 will be
inadequate  and  agrees,  in the event of a breach or  threatened  breach by the
Company of the  provisions  of this Article 5, that the Buyer shall be entitled,
in addition  to all other  available  remedies,  to an order  and/or  injunction
restraining any breach and requiring  immediate  issuance and transfer,  without
the necessity of showing  economic  loss and without any bond or other  security
being required.

                                   Article VI

                 CONDITIONS TO THE COMPANY'S OBLIGATION TO SELL

         The obligation of the Company  hereunder to issue and sell the Note and
the  Warrant to the Buyer at the Closing is subject to the  satisfaction,  at or
before the Closing  Date,  of each of the  following  conditions,  provided that
these  conditions  are for the  Company's  sole benefit and may be waived by the
Company at any time in its sole discretion by providing Buyer with prior written
notice thereof:

SECTION 6.1       DELIVERY OF DOCUMENTS.

         The Buyer shall have  executed  each of the  Transaction  Documents  to
which it is a party and delivered the same to the Company.

SECTION 6.2       PURCHASE PRICE.

         The Buyer shall have  delivered to the Company the  Purchase  Price for
the Note and the  Warrant  being  purchased  by the Buyer at the Closing by wire
transfer  of  immediately  available  funds  pursuant  to the wire  instructions
provided by the Company.

SECTION 6.3       REPRESENTATIONS AND WARRANTIES.

         The  representations  and  warranties  of the  Buyer  shall be true and
correct in all material  respects as of the date when made and as of the Closing
Date as though made at that time (except for representations and warranties that
speak as of a specific date), and the Buyer shall have performed,  satisfied and
complied in all material respects with the covenants,  agreements and conditions
required by this  Agreement to be  performed,  satisfied or complied with by the
Buyer on or prior to the Closing Date.

                                       18

<PAGE>

SECTION 6.4       AGREEMENT TO ASSIGN SECURITIES.

         Buyer and the Company shall have entered into an assignment  agreement,
a form of which is attached hereto as Exhibit E, with Anderson, LLC ("Anderson")
regarding the assignment to Buyer of Anderson's repricing rights with respect to
500,521  Initial  Shares (as defined  therein)  under  Section 2.6 of, and other
rights under, that certain Common Stock Purchase Agreement dated as of 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
"Anderson  Agreement")  , which rights Buyer shall acquire for the amount and on
the  terms  specified  in  such  assignment   simultaneously  with  the  Closing
contemplated by this Agreement.

                                   Article VII

                  CONDITIONS TO BUYER'S OBLIGATION TO PURCHASE

         The  obligation  of the Buyer  hereunder  to purchase  the Note and the
Warrant at the Closing is subject to the satisfaction,  at or before the Closing
Date, of each of the following  conditions,  provided that these  conditions are
for Buyer's  sole benefit and may be waived by the Buyer at any time in its sole
discretion by providing the Company with prior written notice thereof:

SECTION 7.1       DELIVERY OF DOCUMENTS.

         The Company shall have executed each of the  Transaction  Documents and
delivered the same to the Buyer.

SECTION 7.2       TRADING OF COMMON STOCK.

         The Common Stock shall be quoted on the NASDAQ National Market System

SECTION 7.3       REPRESENTATIONS AND WARRANTIES.

         The  representations  and  warranties  of the Company shall be true and
correct as of the date when made and as of the  Closing  Date as though  made at
that time (except for representations and warranties that speak as of a specific
date) and the Company  shall have  performed,  satisfied  and complied  with the
covenants, agreements and conditions required by the Transaction Documents to be
performed,  satisfied or complied with by the Company on or prior to the Closing
Date. The Buyer shall have received a certificate, executed by each of the Chief
Executive  Officer and the Chief Financial  Officer of the Company,  dated as of
the Closing Date, to the foregoing effect and as to such other matters as may be
reasonably requested by the Buyer including, without limitation, an update as of
the Closing Date regarding the representation contained in SECTION 3.3 above, in
the form attached hereto as EXHIBIT F.

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<PAGE>

SECTION 7.4       OPINION.

         The Buyer  shall have  received  the opinion of the  Company's  counsel
dated  as  of  the  Closing  Date,  in  form,  scope  and  substance  reasonably
satisfactory  to the Buyer and in  substantially  the form of EXHIBIT G attached
hereto.

SECTION 7.5       NOTE/WARRANT.

         The Company shall have executed and delivered to the Buyer the Note and
the Warrant being purchased by the Buyer at the Closing.

SECTION 7.6       BOARD APPROVAL.

         The Board of  Directors of the Company  shall have adopted  resolutions
consistent  with SECTION 3.2 above and in a form  reasonably  acceptable  to the
Buyer.

SECTION 7.7       RESERVATION OF SHARES.

         As of the Closing  Date,  the Company  shall have  reserved  out of its
authorized  and unissued  Common Stock,  solely for the purpose of effecting the
exchange of the Note and the exercise of the Warrant,  at least 5,000,000 shares
of Common Stock.

SECTION 7.8       TRANSFER AGENT.

         The Irrevocable  Transfer Agent Instructions,  in the form of EXHIBIT H
attached hereto, shall have been delivered to and acknowledged in writing by the
Company's transfer agent.

SECTION 7.9       GOOD STANDING.

         The Company shall have  delivered to the Buyer a certified  copy of the
Certificate of  Incorporation  and a certificate of good standing of the Company
and each Subsidiary,  in such corporation's state of incorporation issued by the
Secretary of State of such state of incorporation as of a date within 10 days of
the Closing Date.

SECTION 7.10      OFFICER'S CERTIFICATE.

         The  Company   shall  have   delivered  to  the  Buyer  a   secretary's
certificate,  dated as the Closing Date, as to (i) the resolutions  described in
SECTION 7.6, and (ii) the Bylaws, each as in effect at the Closing.

SECTION 7.11      SECURITIES LAWS.

         The Company  shall have made all filings under all  applicable  federal
and state securities laws necessary to consummate the issuance of the Securities
pursuant to this Agreement in compliance with such laws.

SECTION 7.12      COMPANY CALL OPTION ISSUED BY BUYER TO COMPANY

         At Closing,  the Company  shall have,  until the earlier of  thirty-six
(36) months from the date hereof or repayment in full of the Note,  the right to
acquire up to 247,678 of the  Company's  shares held by the Buyer.  The exercise
price for the option shall be One Dollar ($1.00). Notwithstanding the foregoing,
if the Buyer elects to exercise its rights under  Section 2(b) of the Note,  the
number of shares subject to the call option shall be reduced in accordance  with
Section  2(e)(vii) by the number of shares  calculated  pursuant to the Exchange
Rate formula as set forth in Section 2(c) of the Note.

                                       20

<PAGE>

SECTION 7.13      BUYER'S  EXERCISE  AND  COMPANY'S  CANCELLATION  OF  REPRICING
                  RIGHTS

At  closing,   upon   issuance  of  the  Note  and  Warrant,   immediately   and
automatically,  without any further action on the party of Buyer or the Company,
(a) Buyer shall be deemed to have  exercised a  sufficient  number of  repricing
rights under Section 2.6 of the Anderson Agreement in order for Buyer to receive
247,678  shares of Common Stock,  and (b)  immediately  following such exercise,
Buyer shall be deemed to have cancelled and  terminated the Anderson  Agreement,
including all remaining repricing rights under Section 2 threreof.

SECTION 7.14      COMPANY OBLIGATION TO AMEND S-3

         Within five (5) business days after the closing the Company shall file,
pursuant to Rule 424  promulgated  pursuant  to the  Securities  Act of 1933,  a
supplement  to its  existing  registration  statement on Form S-3 to reflect the
Buyer as a selling  shareholder  in place of  Anderson  with  respect to 247,678
shares of the Company's  Common Stock. In the event that the Company's  existing
registration  statement cannot be updated pursuant to Rule 424, then the Company
agrees to promptly file an amendment to its existing  registration  statement to
reflect the Buyer as a selling  shareholder and to use  commercially  reasonable
efforts to have that amendment declared effective.

SECTION 7.15      OTHER.

         The  Company  shall have  delivered  to the Buyer such other  documents
relating to the transactions  contemplated by this Agreement as the Buyer or its
counsel may reasonably request.

                                  Article VIII

                                 INDEMNIFICATION

         (a) In  consideration  of the  Buyer's  execution  and  delivery of the
Transaction Documents and acquiring the Securities thereunder and in addition to
all of the Company's other obligations under the Transaction  Documents,  and in
addition to any other rights the Buyer may have at law or in equity, the Company
shall defend,  protect,  indemnify  and hold harmless the Buyer each  subsequent
holder  of  the  Securities,  and  their  respective  affiliates,  stockholders,
officers,  directors,  employees,  direct or indirect  investors  and any of the
foregoing  persons' agents,  representatives,  successors and permitted  assigns
(including,   without   limitation,   those  retained  in  connection  with  the
transactions   contemplated   by  this  Agreement   (collectively,   the  "Buyer
Indemnified  Parties")  from and against any and all actions,  causes of action,
suits,  claims,  losses (including,  without limitation,  diminutions in value),
costs, penalties,  deficiencies,  fees,  liabilities,  expenses and damages, and
expenses  in  connection  therewith  (irrespective  of  whether  any such  Buyer
Indemnified Party is a party to the action for which  indemnification  hereunder
is sought), and including reasonable attorneys' fees and disbursements (the

21
<PAGE>

"Buyer  Losses"),  incurred  by any Buyer  Indemnified  Party as a result of, or
arising  out of,  or  relating  to (a) any  misrepresentation  or  breach of any
representation  or warranty made by the Company in the Transaction  Documents or
any other certificate,  instrument or document  contemplated  hereby or thereby,
(b) without duplication of clause (a), any misrepresentation in or omission from
any of the representations or warranties contained in the Transaction Documents,
or any of the Schedules  thereto,  or any of the certificates or other documents
furnished  to the  Buyer by the  Company  and  contemplated  by the  Transaction
Documents;  (c) any  nonfulfillment  or breach  of any  covenant,  agreement  or
obligation of the Company  contained in the  Transaction  Documents or any other
certificate,  instrument  or document  contemplated  hereby or thereby;  (c) any
action,  demand,   proceeding,   investigation  or  claim  by  any  third  party
(including, without limitation,  governmental agencies) against or affecting the
Company and/or its Affiliates or Subsidiaries  which, if successful,  would give
rise to or  evidence  the  existence  of or relate to a breach of (A) any of the
representations  or warranties  of the Company  described in clause (a) above at
the time made or (B)  covenants  of the  Company  set  forth in the  Transaction
Documents;  (d) any cause of action,  suit or claim brought or made against such
Indemnified Party and arising out of or resulting from the execution,  delivery,
performance  or  enforcement   of  the   Transaction   Documents  or  any  other
certificate,  instrument  or document  contemplated  hereby or thereby;  (e) any
transaction  financed  or to be  financed,  in  whole or in  part,  directly  or
indirectly,  with the  proceeds  of the  issuance of the  Securities  or (f) the
status of the Buyer or such other holder of the Securities as an investor in the
Company.

         (b) The Buyer shall  defend,  protect,  indemnify and hold harmless the
Company and its Subsidiaries  (collectively,  the "Company  Indemnified Parties"
and together with the Buyer Indemnified Parties, the "Indemnified Parties") from
and  against  any and all  actions,  causes of  action,  suits,  claims,  losses
(including,  without  limitation,   diminutions  in  value),  costs,  penalties,
deficiencies,   fees,  liabilities,   expenses  and  damages,  and  expenses  in
connection therewith (irrespective of whether any such Company Indemnified Party
is a party to the action for which  indemnification  hereunder  is sought),  and
including  reasonable  attorneys' fees and disbursements  (the "Company Losses",
and  together  with the Buyer  Losses,  the  "Losses"),  incurred by any Company
Indemnified  Party as a result of, or  arising  out of, or  relating  to (a) any
misrepresentation  or breach of any representation or warranty made by the Buyer
in ARTICLE  II  hereof,  or (b) any  nonfulfillment  or breach of any  covenant,
agreement or obligation of the Buyer contained in the  Transaction  Documents or
any other certificate, instrument or document contemplated hereby or thereby,

         (c)  Notwithstanding  the  foregoing,  and  subject  to  the  following
sentence, upon judicial determination,  which is final and no longer appealable,
that the act, omission or event giving rise to the  indemnification  hereinabove
provided  resulted  primarily out of or was based  primarily upon an Indemnified
Party's gross negligence,  fraud or willful  misconduct  (unless such action was
based  upon such  Indemnified  Party's  reliance  in good  faith upon any of the
representations,  warranties,  covenants  or  promises  made by the other  party
herein) by such  Indemnified  Party,  the party being  required to indemnify the
Indemnified Party (such indemnifying party, the "Indemnifying  Party") shall not
be  responsible  for any  Indemnified  Liabilities  sought to be  indemnified in
connection  therewith,  and the Indemnifying  Party shall be entitled to recover
from the  Indemnified  Party  all  amounts  previously  paid in full or  partial
satisfaction  of such  indemnity,  together  with all costs and  expenses of the
Indemnifying Party reasonably incurred in effecting such recovery, if any.

                                       22

<PAGE>

         (d) All  indemnification  rights  hereunder shall survive the execution
and  delivery  of  the  Transaction   Documents  and  the  consummation  of  the
transactions  contemplated  herein and therein  indefinitely,  regardless of any
investigation, inquiry or examination made for or on behalf of, or any knowledge
of the Buyer and/or any of the other  Indemnified  Parties or the  acceptance by
the Buyer of any certificate or opinion.

         (e) If for any reason the  indemnity  provided for in this ARTICLE VIII
is unavailable to any  Indemnified  Party or is  insufficient  to hold each such
Indemnified  Party harmless from all such Indemnified  Liabilities  arising with
respect to the transactions  contemplated by the Transaction Documents, then the
Indemnifying Party and the Indemnified Party shall each contribute to the amount
paid  or  payable  by  such  Indemnified  Liability  in  such  proportion  as is
appropriate  to  reflect  not  only  the  relative   benefits  received  by  the
Indemnifying  Party on the one hand and such Indemnified  Party on the other but
also the relative fault of the Indemnifying  Party and the Indemnified  Party as
well as any relevant  equitable  considerations.  In addition,  the Indemnifying
Party agrees to reimburse any  Indemnified  Party upon demand for all reasonable
expenses  (including  legal counsel fees and costs) incurred by such Indemnified
Party or any such other person in connection  with  investigating,  preparing or
defending  any such action or claim.  The  indemnity,  contribution  and expense
reimbursement  obligations  that the  Indemnifying  Party has under this ARTICLE
VIII shall be in  addition  to any  liability  that the  Indemnifying  Party may
otherwise  have.  The  parties  further  agree  that  the   indemnification  and
reimbursement commitments set forth in this Agreement shall apply whether or not
the  Indemnified  Party is a formal party to any such lawsuits,  claims or other
proceedings.

         (f) Any  indemnification  of any  Indemnified  Party  pursuant  to this
ARTICLE VIII shall be effected by wire transfer of immediately  available  funds
from the Indemnifying  Party to an account  designated by the Indemnified  Party
within fifteen (15) days after the determination thereof.

         (g) An Indemnifying  Party shall be liable to the Indemnified Party for
any Losses only if the  Indemnified  Party  delivers to the  Indemnifying  Party
written  notice,  setting  forth in reasonable  detail the identity,  nature and
amount of Losses  related to such claim or claims no later than ninety (90) days
after any such Loss has arisen,  in which case the  Indemnifying  Party shall be
obligated to indemnify the Indemnified Party. An Indemnified  Party's failure to
provide  the detail  required by the  preceding  sentence  shall not  constitute
either a breach of this Agreement by the Indemnified  Party or any basis for the
Indemnifying  Party to assert that the Indemnified Party did not comply with the
terms of this ARTICLE VIII  sufficient  to cause the  Indemnified  Party to have
waived its rights  under  this  ARTICLE  VIII,  unless  the  Indemnifying  Party
demonstrates  that its ability to defend against any claims with respect thereto
has been Materially Adversely effected.

                                       23

<PAGE>

                                   Article IX

                          GOVERNING LAW; MISCELLANEOUS

             SECTION 9.1 GOVERNING LAW; JURISDICTION; JURY TRIAL.

         All questions  concerning the construction,  validity,  enforcement and
interpretation  of this Agreement  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.  Each party hereby  irrevocably  submits to the non-exclusive
jurisdiction of the state and federal courts sitting in the City of Chicago, for
the adjudication of any dispute hereunder or in connection  herewith or with any
transaction  contemplated  hereby or discussed  herein,  and hereby  irrevocably
waives,  and agrees not to assert in any suit,  action or proceeding,  any claim
that it is not personally  subject to the  jurisdiction of any such court,  that
such suit, action or proceeding is brought in an inconvenient  forum or that the
venue of such  suit,  action  or  proceeding  is  improper.  Each  party  hereby
irrevocably  waives  personal  service of process and consents to process  being
served in any such suit,  action or proceeding by mailing a copy thereof to such
party at the address for such notices to it under this Agreement and agrees that
such service shall constitute good and sufficient  service of process and notice
thereof.  Nothing contained herein shall be deemed to limit in any way any right
to serve process in any manner  permitted by law. EACH PARTY HEREBY  IRREVOCABLY
WAIVES ANY RIGHT IT MAY HAVE,  AND AGREES NOT TO  REQUEST,  A JURY TRIAL FOR THE
ADJUDICATION OF ANY DISPUTE  HEREUNDER OR IN CONNECTION  HEREWITH OR ARISING OUT
OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

SECTION 9.2       COUNTERPARTS.

         This Agreement may be executed in two or more  identical  counterparts,
all of which shall be  considered  one and the same  agreement  and shall become
effective when  counterparts have been signed by each party and delivered to the
other  party;  provided  that a  facsimile  signature  shall be  considered  due
execution  and shall be binding upon the  signatory  thereto with the same force
and effect as if the signature were an original, not a facsimile signature.

SECTION 9.3       HEADINGS.

         The headings of this  Agreement  are for  convenience  of reference and
shall not form part of, or affect the interpretation of, this Agreement.

SECTION 9.4       SEVERABILITY.

         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  in  that
jurisdiction  or the  validity  or  enforceability  of  any  provision  of  this
Agreement in any other jurisdiction.

                                       24

<PAGE>

SECTION 9.5       ENTIRE AGREEMENT; AMENDMENTS.

         This Agreement  supersedes  all other prior oral or written  agreements
between the Buyer,  the Company,  their  affiliates  and persons acting on their
behalf with respect to the matters discussed herein,  and this Agreement and the
instruments  referenced  herein contain the entire  understanding of the parties
with  respect  to  the  matters  covered  herein  and  therein  and,  except  as
specifically  set forth  herein or  therein,  neither  the Company nor the Buyer
makes any representation, warranty, covenant or undertaking with respect to such
matters.  No  provision  of  this  Agreement  may be  amended  other  than by an
instrument  in writing  signed by the  Company and the Buyer,  and no  provision
hereof may be waived other than by an instrument in writing  signed by the party
against whom enforcement is sought.

SECTION 9.6       NOTICES.

         Any  notices,  consents,  waivers or other  communications  required or
permitted to be given under the terms of this  Agreement  must be in writing and
will be deemed to have been delivered:  (i) upon actual receipt,  when delivered
personally;   (ii)  upon  actual  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:

                  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
                  201 South Main Street , Suite 1100
                  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

                                       25

<PAGE>

                  If to the Buyer:

                  Doral 18, 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 at such other address and/or facsimile number and/or to the attention of such
other person as the  recipient  party has  specified by written  notice given to
each other party five days prior to the effectiveness of such change.

SECTION 9.7       SUCCESSORS AND ASSIGNS.

         This  Agreement  shall be binding  upon and inure to the benefit of the
parties and their  respective  successors  and  assigns.  The Company  shall not
assign this Agreement or any rights or obligations  hereunder  without the prior
written  consent  of the  Buyer (if Buyer  has not  assigned  all of its  rights
hereunder)  and  Buyer's  permitted  assigns,   if  any,  including  by  merger,
consolidation  or  reorganization,  except pursuant to a Special Event,  merger,
consolidation  or  reorganization  (as defined in SECTION  2(b)(ii) of the Note)
with respect to which the Company has satisfied its obligations  under SECTION 2
of the Note.  Buyer may assign all or any part of its  rights  hereunder  to any
affiliate  of Buyer or to any lender used by Buyer to finance  the  transactions
contemplated hereby, without the consent of the Company; provided, however, that
any such assignment  shall not release the Buyer from its obligations  hereunder
unless  such  obligations  are  assumed by such  assignee  and the  Company  has
consented to such  assignment and  assumption.  Notwithstanding  anything to the
contrary  contained  in the  Transaction  Documents,  Buyer shall be entitled to
pledge the  Securities in connection  with a bona fide margin  account or to any
lender used by Buyer to finance the transactions contemplated hereby.

SECTION 9.8       NO THIRD PARTY BENEFICIARIES.

         This  Agreement is intended  for the benefit of the parties  hereto and
their respective  permitted  successors and assigns,  and is not for the benefit
of, nor may any provision hereof be enforced by, any other person.

                                       26

<PAGE>

SECTION 9.9       SURVIVAL.

         Unless  this   Agreement  is  terminated   under   SECTION  9.12,   the
representations  and  warranties  of the  Company  and the  Buyer  contained  in
Articles 2 and 3, the  agreements  and covenants set forth in Article 9, and the
indemnification  provisions set forth in Article 8 shall survive the Closing for
the period that the Note remains outstanding, and, except for the agreements and
covenants of the Company  which by their terms expire at such time as no amounts
are due and owing under the Note,  the  agreements  and  covenants  set forth in
Articles 4 and 5 shall  survive the Closing until the later of the date that (i)
Buyer does not hold any  Securities  or (ii) at such time as such  agreements or
covenants are no longer enforceable under applicable statutes of limitations.

SECTION 9.10      PUBLICITY.

         Each of the  parties  hereto  shall  have the right to  approve  before
issuance any press releases or any other public  statements  with respect to the
transactions contemplated hereby; provided, however, that the parties shall each
be entitled,  without the prior approval of the other, to make any press release
or other public  disclosure with respect to such  transactions as is required by
applicable law and  regulations  (although such party shall consult the other in
connection with any such press release or other public  disclosure  prior to its
release and shall be provided with a copy thereof).

SECTION 9.11      FURTHER ASSURANCES.

         Each party shall do and perform, or cause to be done and performed, all
such  further  acts and  things,  and shall  execute  and deliver all such other
agreements,  certificates,  instruments  and  documents,  as the other party may
reasonably  request in order to carry out the intent and accomplish the purposes
of this Agreement and the consummation of the transactions contemplated hereby.

SECTION 9.12      TERMINATION.

         In the event that the Closing  shall not have occurred on or before ten
(10)  business  days from the date  hereof due to the  Company's  or the Buyer's
failure to satisfy the  conditions  set forth in Articles 6 and 7 above (and the
nonbreaching  party's  failure  to waive  such  unsatisfied  condition(s)),  the
nonbreaching  party  shall  have the option to  terminate  this  Agreement  with
respect to such  breaching  party at the close of business on such date  without
liability  of any  party to any other  party;  provided,  however,  that if this
Agreement is terminated  pursuant to this SECTION 9.12, the Company shall remain
obligated  to reimburse  the  nonbreaching  Buyer for the expenses  described in
SECTION 4.9 above.

SECTION 9.13      KNOWLEDGE.

         As used  herein  "knowledge"  shall  mean,  with  respect  to a person,
information that is possessed,  or should have been possessed after due inquiry,
by such person.

                                       27

<PAGE>

SECTION 9.14      NO STRICT CONSTRUCTION.

         The language used in this  Agreement  will be deemed to be the language
chosen by the parties to express  their  mutual  intent,  and no rules of strict
construction will be applied against any party.

SECTION 9.15      REMEDIES.

         The Buyer and each holder of the  Securities  shall have all rights and
remedies set forth in the Transaction  Documents and the Note and all rights and
remedies  which  such  holders  have been  granted  at any time  under any other
agreement  or contract  and all of the rights  which such holders have under any
law. Any person having any rights under any provision of this Agreement shall be
entitled to enforce such rights  specifically  (without  posting a bond or other
security),  to recover  damages by reason of any breach of any provision of this
Agreement and to exercise all other rights granted by law.

SECTION 9.16      PAYMENT SET ASIDE.

         To the extent that the Company makes a payment or payments to the Buyer
hereunder or pursuant to the Note or Warrant or the Buyer  enforces or exercises
its rights hereunder or thereunder, and such payment or payments or the proceeds
of  such   enforcement  or  exercise  or  any  part  thereof  are   subsequently
invalidated,  declared to be fraudulent or  preferential,  set aside,  recovered
from, disgorged by or are required to be refunded,  repaid or otherwise restored
to the  Company,  a  trustee,  receiver  or  any  other  person  under  any  law
(including, without limitation, any bankruptcy law, state or federal law, common
law or equitable  cause of action),  then to the extent of any such  restoration
the  obligation  or part thereof  originally  intended to be satisfied  shall be
revived and  continued  in full force and effect as if such payment had not been
made or such enforcement or setoff had not occurred.

                                   * * * * * *

                                       28

<PAGE>

         IN  WITNESS  WHEREOF,  the  Buyer  and the  Company  have  caused  this
Agreement to be duly executed and delivered as of the date first written above.

                             COMPANY:

                             ALTAIR INTERNATIONAL, INC., an Ontario corporation



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

                             BUYER:

                             DORAL 18, LLC



                             By: /s/ David White
                             -------------------
                                     David Whiter
                                     an authorized signatory






<PAGE>

                                    EXHIBIT A

                                  FORM OF NOTE

<PAGE>

                                    EXHIBIT B

                                 FORM OF WARRANT

<PAGE>

                                    EXHIBIT C

                      FORM OF REGISTRATION RIGHTS AGREEMENT

<PAGE>

                                    EXHIBIT D

                            FORM OF LETTER OF CREDIT

<PAGE>

                                    EXHIBIT E

                 FORM OF ANDERSON SECURITIES PURCHASE AGREEMENT


<PAGE>

                                    EXHIBIT F

                          FORM OF OFFICER'S CERTIFICATE

<PAGE>

                                    EXHIBIT G

                         FORM OF COMPANY COUNSEL OPINION

<PAGE>

                                    EXHIBIT H

                 FORM OF IRREVOCABLE TRANSFER AGENT INSTRUCTIONS