REGISTRATION RIGHTS AGREEMENT

         This  REGISTRATION  RIGHTS  AGREEMENT (this  "Agreement"),  dated as of
December 28, 2001, is entered into by and between ALTAIR INTERNATIONAL, INC., an
Ontario corporation (the "Company"), and Doral 18, LLC, a Cayman Islands limited
liability company (the "Buyer" or "Holder").

                                    RECITALS

         WHEREAS, in connection with the Note Termination and Issuance Agreement
dated as of even date herewith (the  "Termination  Agreement") among the parties
hereto and certain  affiliates of the Company,  the parties thereto have agreed,
among other  things,  that (i) the Company  and its  subsidiaries  shall issue a
$2,000,000  Secured Term Note (the "New Note") that shall  supersede and replace
the existing 10% Asset-backed  Exchangeable Term Note in the original  principal
amount of $7,000,000  dated  December 15, 2000, as amended to date (the "Note"),
(ii) the  Company  shall  execute the Warrant  Amendment  Agreement  in the form
attached to the  Termination  Agreement as Exhibit E (the "Warrant  Amendment"),
which document  reprices all of the warrants  described on Exhibit A hereto (the
"Existing  Warrants") to $1.50 per share,  (iii) the Company will issue to Buyer
an additional  warrant to purchase 200,000 common shares of the Company ("Common
Shares") at $1.50 per share in the form attached to the Termination Agreement as
Exhibit C (the  "Fixed  Warrant")  and (iv) the  Company  will  issue to Buyer a
warrant to purchase up to 500,000  Common  Shares at $.01 per share (which vests
as the market price of the Common Shares  increases) in the form attached to the
Termination Agreement as Exhibit D (the "Conditional Warrant"); and

         WHEREAS, in connection with the Termination Agreement,  the Company and
Doral desire for the Company to file a new  registration  statement  registering
under the Securities Act of 1933, as amended (the "1933 Act"), the Common Shares
issuable upon exercise of the exchange rights that accrue under the Note and the
Common  Shares  issuable  upon exercise of the Fixed  Warrant,  the  Conditional
Warrant  and the  Existing  Warrants  not  covered by an  existing  registration
statement.

                                    AGREEMENT

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

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

         A. "Investor"  means the Buyer,   any permitted  transferee or assignee
thereof to whom Buyer assigns its rights under this  Agreement and who agrees to
become bound by the  provisions of this  Agreement in accordance  with Section 8
and any transferee or assignee  thereof to whom a transferee or assignee assigns
its rights under this Agreement and who agrees to become bound by the provisions
of this Agreement in accordance with Section 8.

         B. "Issuance Date" shall mean the date the New Note is issued.

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

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         D. "Register," "registered," and "registration" refer to a registration
effected by preparing and filing one or more Registration Statements (as defined
below) in  compliance  with the 1933 Act and pursuant to Rule 415 under the 1933
Act or any  successor  rule  providing  for offering  securities on a continuous
basis ("Rule 415"),  and the  declaration or ordering of  effectiveness  of such
Registration   Statement(s)  by  the  United  States   Securities  and  Exchange
Commission (the "SEC").

         E.  "Registrable  Securities" means the maximum number of Common Shares
issuable in connection  with the New Note (assuming no interest is redeemed with
cash and the  applicable  exchange rate is $.50  throughout  the term of the New
Note) and the maximum  number of Common  Shares  issuable  upon  exercise of the
Fixed Warrant, the Conditional Warrant, the Existing Warrants (to the extent not
registered under the Existing Registration Statement), and any shares of capital
stock issued or issuable  with  respect  thereto as a result of any stock split,
stock dividend, recapitalization, exchange or similar event or otherwise.

         F.  "Registration  Statement"  means a  registration  statement  of the
Company  filed under the 1933 Act,  including a  post-effective  amendment  to a
registration statement.

         G.  "Securities"  shall mean the Registrable  Securities and any Common
Shares issuable in connection with the Existing Warrants.

         H. "New Warrants" shall mean the Fixed Warrant, the Conditional Warrant
and, to the extent the re-sale of the Common  Shares  issuable upon the exercise
thereof  is not  registered  under  the  Existing  Registration  Statement,  the
Existing Warrants.

2.       Rule 424 Prospectus;  No New  Amendments.  On of before January 7, 2001
(the "Supplement  Deadline"),  the Company shall prepare,  deliver to Holder and
cause to be filed  with the SEC a  prospectus  supplement  pursuant  to Rule 424
promulgated  under  the 1933 Act (the  "Prospectus  Supplement")  replacing  the
prospectus  incorporated by reference into the Existing Registration  Statement,
which  Prospectus  Supplement  shall  reflect  the  Warrant  Amendment  and  the
termination of the Note. In addition,  the Company  hereby  covenants and agrees
that,  during the period  commencing  on the date  after the  Issuance  Date and
continuing  until the date that is 60 days after the  Prospectus  Supplement  is
filed,  the Company  shall not enter into any agreement or take any other action
that  would  require  the  Company  to file a  post-effective  amendment  to the
Existing Registration Statement.

3.       New Registration.

         A.  Mandatory  Registration. The Company shall prepare, and, as soon as
practicable  but in no event later than thirty (30) days after the Issuance Date
(the  "Filing  Deadline"),  file  with  the  SEC  a  Registration  Statement  or
Registration  Statements  (as is  necessary)  covering  the resale of all of the
Registrable  Securities (the "New Registration  Statement").  In addition to the
Registrable Securities,  the Company may, at its discretion,  register under the
New Registration Statement the re-sale of any Common Shares that are outstanding
(or subject to a binding  subscription  agreement)  as of the  Issuance  Date or
issuable  upon the exercise of warrants  that are  outstanding  (or subject to a
binding  subscription  agreement) as of the Issuance Date. The Company shall use
its best efforts to have the Registration  Statement  declared  effective by the
SEC as soon as practicable.

         B.  Allocation of Registrable  Securities;  Registration  of Additional
Securities.  The  initial  number  of  Registrable  Securities  included  in any
Registration Statement and each increase in the number of Registrable Securities
included  therein shall be allocated  pro rata among the Investors  based on the
number  of  Registrable  Securities  held by each  Investor  at the time the New
Registration Statement covering such initial number of Registrable Securities or
increase thereof is declared effective by the SEC. In the event that an Investor

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sells or otherwise transfers any of such Person's Registrable  Securities,  each
transferee shall be allocated a pro rata portion of the then remaining number of
Registrable   Securities  included  in  such  Registration  Statement  for  such
transferor.  Any shares of Common Stock included in a Registration Statement and
which  remain  allocated  to any  Person  which  ceases to hold any  Registrable
Securities shall be allocated to the remaining Investors,  pro rata based on the
number of Registrable  Securities then held by such Investors.  In the event the
number of shares of Common Stock  initially  registered  with respect to the New
Note is  insufficient  to cover all of the shares of Common Stock  issuable upon
exercise of exchange  rights that accrue under the New Note,  the Company  shall
(at any time the number of remaining  registered  shares with respect to the New
Note is less than  50,000) file a new  registration  statement  registering  the
additional  shares  and  use  reasonable  efforts  to  cause  such  registration
statement to become effective as soon as possible.

         C.  Legal  Counsel. The Buyer  shall have the right to select one legal
counsel to review any  Prospectus  Supplement or  Registration  Statement  filed
pursuant  to Section 2 or 3 ("Legal  Counsel").  The  Company  shall  reasonably
cooperate with Legal Counsel in performing the Company's  obligations under this
Agreement.

         D.  Form  S-3.  To  the  extent   permitted  by  applicable   laws  and
regulations,  the Company shall register the sale of the Registrable  Securities
on Form S-3.

         E.  Related Obligations. With respect to the New Registration Statement
the Company shall have, and with respect to the Existing Registration  Statement
the Company shall  continue to have,  the  obligation to use its best efforts to
effect the  registration  of the  Registrable  Securities in accordance with the
intended method of disposition thereof and, pursuant thereto,  the Company shall
have the following obligations:

             (i) The Company  shall keep the  Registration  Statement  effective
pursuant  to Rule 415 at all times until the earlier of (A) the date as of which
the Investors may sell all of the  Registrable  Securities  without  restriction
pursuant to Rule 144(k) promulgated under the 1933 Act (or successor thereto) or
(B) the  date on  which  the  Investors  shall  have  sold  all the  Registrable
Securities  and (B)  none of the  Warrants  is  outstanding  (the  "Registration
Period"),  which Registration Statement (including any amendments or supplements
thereto  and  prospectuses  contained  therein)  shall not  contain  any  untrue
statement  of a material  fact or omit to state a material  fact  required to be
stated  therein,  or necessary to make the statements  therein,  in light of the
circumstances in which they were made, not misleading.

             (ii)  The  Company  shall  prepare  and  file  with  the  SEC  such
amendments   (including   post-effective   amendments)   and  supplements  to  a
Registration   Statement  and  the  prospectus  used  in  connection  with  such
Registration  Statement,  which  prospectus is to be filed  pursuant to Rule 424
promulgated  under the 1933 Act, as may be necessary  to keep such  Registration
Statement  effective at all times during the  Registration  Period,  and, during
such  period,  comply with the  provisions  of the 1933 Act with  respect to the
disposition  of all  Registrable  Securities  of the  Company  covered  by  such
Registration  Statement  until such time as all of such  Registrable  Securities
shall  have  been  disposed  of in  accordance  with  the  intended  methods  of
disposition by the seller or sellers  thereof as set forth in such  Registration
Statement. In the case of amendments and supplements to a Registration Statement
which are  required  to be filed  pursuant  to this  Agreement  by reason of the
Company  filing a report on Form  10-K,  Form 10-Q or Form 8-K or any  analogous
report under the  Securities  Exchange Act of 1934, as amended (the "1934 Act"),
the Company shall file such  amendments or supplements  with the SEC on the same
day on which the 1934 Act report is filed which created the  requirement for the
Company to amend or supplement the Registration Statement.

             (iii) The Company  shall permit Legal Counsel to review and comment
upon a  Registration  Statement and all amendments  and  supplements  thereto at
least two (2) days prior to the date the Company proposes to file such documents
with the SEC.  The Company  shall not submit a request for  acceleration  of the

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effectiveness of a Registration Statement or any amendment or supplement thereto
without at least 24 hours prior notice to the  Investor  and its Legal  Counsel.
The Company shall furnish to Legal  Counsel,  without  charge to Investors,  (i)
copies of any correspondence from the SEC or the staff of the SEC to the Company
or its  representatives  relating to any Registration  Statement,  (ii) promptly
after the same is prepared and filed with the SEC, one copy of any  Registration
Statement and any  amendment(s)  thereto,  including  financial  statements  and
schedules,  all documents incorporated therein by reference and all exhibits and
(iii) upon the  effectiveness  of any  Registration  Statement,  one copy of the
prospectus  included  in such  Registration  Statement  and all  amendments  and
supplements thereto.

             (iv) The Company shall furnish to each  Investor  whose  Securities
are included in any Registration  Statement,  without charge, (i) promptly after
the  same is  prepared  and  filed  with  the  SEC,  at  least  one copy of such
Registration  Statement  and  any  amendment(s)  thereto,   including  financial
statements and schedules,  all documents  incorporated  therein by reference and
all exhibits,  (ii) upon the  effectiveness of any Registration  Statement,  one
copy  of  the  prospectus  included  in  such  Registration  Statement  and  all
amendments  and  supplements  thereto  (or such  other  number of copies as such
Investor  may  reasonably  request)  and (iii) such other  documents,  including
copies of any preliminary or final  prospectus,  as such Investor may reasonably
request  from  time  to time in  order  to  facilitate  the  disposition  of the
Registrable Securities owned by such Investor.

             (v) The Company  shall (i)  register  and  qualify  the  Securities
covered by a Registration  Statement  under such other  securities or "blue sky"
laws of such jurisdictions as Legal Counsel or any Investor reasonably requests,
(ii)  prepare  and  file in  those  jurisdictions,  such  amendments  (including
post-effective   amendments)   and   supplements  to  such   registrations   and
qualifications as may be necessary to maintain the effectiveness  thereof during
the  Registration  Period,  (iii) take such other actions as may be necessary to
maintain such registrations and qualifications in effect at all times during the
Registration  Period,  and (iv) take all other actions  reasonably  necessary or
advisable to qualify the Registrable Securities for sale in such jurisdictions.

             (vi) The Company shall promptly notify Legal Counsel of the receipt
by the  Company  of any  notification  with  respect  to the  suspension  of the
registration  or  qualification  of any of the  Registrable  Securities for sale
under the  securities or "blue sky" laws of any  jurisdiction  or its receipt of
actual  notice of the  initiation  or  threatening  of any  proceeding  for such
purpose.

             (vii) As promptly as practicable after becoming aware of such event
(but in no event later than one  business  day  thereafter),  the Company  shall
notify  Legal  Counsel and Buyer in writing of the  happening  of any event as a
result of which the prospectus included in a Registration  Statement, as then in
effect,  includes an untrue  statement of a material fact or omission to state a
material fact required to be stated  therein or necessary to make the statements
therein,  in  light  of the  circumstances  under  which  they  were  made,  not
misleading,  and promptly prepare a supplement or amendment to such Registration
Statement to correct such untrue statement or omission, and deliver one (1) copy
of such  supplement  or  amendment to Legal  Counsel and each  Investor (or such
other number of copies as Legal Counsel or Buyer may  reasonably  request).  The
Company shall also promptly notify Legal Counsel and Buyer in writing (A) when a
prospectus or any  prospectus  supplement or  post-effective  amendment has been
filed,  and when a Registration  Statement or any  post-effective  amendment has
become effective (notification of such effectiveness shall be delivered to Legal
Counsel  and Buyer by  facsimile  on the same day of such  effectiveness  and by
overnight  mail), (B) of any request by the SEC for amendments or supplements to
a Registration  Statement or related prospectus or related information,  and (C)
of the Company's reasonable  determination that a post-effective  amendment to a
Registration Statement would be appropriate.

             (viii)  The  Company  shall use its best  efforts  to  prevent  the
issuance  of  any  stop  order  or  other   suspension  of  effectiveness  of  a
Registration  Statement,  or the suspension of the  qualification  of any of the
Securities for sale in any  jurisdiction  and, if such an order or suspension is

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issued,  to obtain the  withdrawal  of such order or  suspension at the earliest
possible moment and to notify Legal Counsel and Buyer who holds Securities being
sold of the issuance of such order and the resolution  thereof or its receipt of
actual notice of the initiation or threat of any proceeding for such purpose.

             (ix) Prior to the effective date of the New Registration Statement,
the Company shall make available for  inspection by (A) any Investor,  (B) Legal
Counsel  and (C)  one  firm of  accountants  or  other  agents  retained  by the
Investors  (collectively,  the "Inspectors") all reasonably  pertinent financial
and other  records,  and pertinent  corporate  documents  and  properties of the
Company (collectively,  the "Records"),  as shall be reasonably deemed necessary
by each Inspector, and cause the Company's officers,  directors and employees to
supply all  information  which any Inspector may reasonably  request;  provided,
however,  that each Inspector shall hold in strict confidence and shall not make
any disclosure (except to an Investor) or use of any Record or other information
which the  Company  determines  in good faith to be  confidential,  and of which
determination  the  Inspectors  are so notified,  unless (y) the release of such
Records is ordered pursuant to a final,  non-appealable subpoena or order from a
court or government  body of competent  jurisdiction,  or (z) the information in
such  Records  has been made  generally  available  to the public  other than by
disclosure  in violation of this or any other  agreement of which the  Inspector
has knowledge. Each Investor agrees that it shall, upon learning that disclosure
of such  Records is sought in or by a court or  governmental  body of  competent
jurisdiction or through other means, give prompt notice to the Company and allow
the  Company,  at its  expense,  to  undertake  appropriate  action  to  prevent
disclosure  of,  or to  obtain  a  protective  order  for,  the  Records  deemed
confidential.

             (x)  The  Company  shall  hold  in  confidence  and  not  make  any
disclosure of information  concerning an Investor provided to the Company unless
(A) disclosure of such  information is necessary to comply with federal or state
securities laws, (B) the disclosure of such information is necessary to avoid or
correct a  misstatement  or  omission  in any  Registration  Statement,  (C) the
release of such  information  is ordered  pursuant to a subpoena or other final,
non-appealable   order  from  a  court  or   governmental   body  of   competent
jurisdiction,  or (D) such information has been made generally  available to the
public other than by  disclosure  in  violation  of this  Agreement or any other
agreement.  The Company agrees that it shall,  upon learning that  disclosure of
such  information  concerning  an  Investor  is  sought  in  or  by a  court  or
governmental body of competent  jurisdiction or through other means, give prompt
written  notice to such  Investor  and allow such  Investor,  at the  Investor's
expense, to undertake  appropriate action to prevent disclosure of, or to obtain
a protective order for, such information.

             (xi) The Company shall cause all the Registrable Securities covered
by a Registration  Statement to be listed on each  securities  exchange on which
securities of the same class or series issued by the Company are then listed, if
any, if the listing of such  Registrable  Securities is then permitted under the
rules  of such  exchange.  The  Company  shall  pay all  fees  and  expenses  in
connection with satisfying its obligation under this Section.

             (xii)The  Company  shall  cooperate  with  the  Investors  who hold
Registrable  Securities  being offered to facilitate the timely  preparation and
delivery of certificates representing the Securities to be offered pursuant to a
Registration  Statement and enable such certificates to be in such denominations
or amounts,  as the case may be, as the  Investors  may  reasonably  request and
registered in such names as the Investors may request.

             (xiii)  If  requested  by  an  Investor,   the  Company  shall  (A)
immediately  incorporate in a prospectus supplement or post-effective  amendment
such  information  as an Investor  reasonably  requests  to be included  therein
relating  to  the  sale  and  distribution  of  Securities,  including,  without
limitation,  information  with respect to the number of Securities being offered
or sold,  the  purchase  price  being paid  therefor  and any other terms of the
offering of the  Securities;  (B) make all required  filings of such  prospectus
supplement or post-effective  amendment as soon as notified of the matters to be
incorporated  in  such  prospectus  supplement,   post-effective   amendment  or
Prospectus Supplement; and (C) supplement or make amendments to any Registration
Statement if reasonably requested by a Holder of such Securities.

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             (xiv) The Company  shall make  generally  available to its security
Holders  as soon as  practicable,  but not later than 90 days after the close of
the period covered  thereby,  an earnings  statement (in form complying with the
provisions  of Rule 158 under  the 1933  Act)  covering  a  twelve-month  period
beginning  not later than the first day of the  Company's  fiscal  quarter  next
following the effective date of the Registration Statement.

             (xv)  The Company shall  otherwise  use its best  efforts to comply
with all  applicable  rules and  regulations  of the SEC in connection  with any
registration hereunder.

             (xvi) Within two (2) business days after the Registration Statement
which  includes  the  Securities  is declared  effective by the SEC, the Company
shall deliver,  and shall cause legal counsel for the Company to deliver, to the
transfer  agent  for  such  Securities  (with  copies  to  the  Investors  whose
Securities are included in such  Registration  Statement)  confirmation that the
Registration Statement has been declared effective by the SEC.

             (xvii) The Company shall  maintain the listing of its Common Shares
on the  Nasdaq  National  Market,  the  Nasdaq  SmallCap  Market  or a  national
securities exchange during the Registration Period.

             (xviii)  The  Company  shall  maintain  its  status as a  reporting
company  required to file reports  under Section 13 or Section 15(d) of the 1934
Act during the Registration Period.

4.       Obligations Regarding Registration of Shares.

         A.  Provide  Information. At least two business days prior to the first
anticipated  filing  date of the  Prospectus  Supplement,  and  least  five  (5)
business days prior to the first anticipated filing date of the New Registration
Statement,  the Company shall notify each Investor in writing of the information
the Company requires from each such Investor if such Investor elects to have any
of such Investor's Securities included in such Registration  Statement. It shall
be a condition  precedent  to the  obligations  of the  Company to complete  the
registration  pursuant to this  Agreement  with respect to the  Securities  of a
particular  Investor  that such  Investor  shall  furnish  to the  Company  such
information  regarding itself, the Securities held by it and the intended method
of disposition of the Securities  held by it as shall be reasonably  required to
effect the  registration  of such Securities and shall execute such documents in
connection with such registration as the Company may reasonably request.

         B.  Cooperate.  Each  Investor,  by such  Investor's  acceptance of the
Securities,  agrees to cooperate with the Company as reasonably requested by the
Company  in  connection  with the  preparation  and  filing of any  Registration
Statement or prospectus supplement hereunder,  unless such Investor has notified
the  Company in  writing  of such  Investor's  election  to exclude  all of such
Investor's Securities from such Registration Statement.

         C.  Discontinue Selling. Each Investor agrees that, upon receipt of any
notice from the Company of the  happening of any event of the kind  described in
Section 3(G)(vi) or the first sentence of Section 3(G)(vii),  such Investor will
use its best  efforts  to  immediately  discontinue  disposition  of  Securities
pursuant to any  Registration  Statement(s)  covering such Securities until such
Investor's  receipt of the  copies of the  supplemented  or  amended  prospectus
contemplated  by Section  3(G)(vi) or the first  sentence of Section  3(G)(vii).
Notwithstanding  anything to the contrary,  the Company shall cause its transfer

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agent to  deliver  unlegended  shares  of  Common  Stock to a  transferee  of an
Investor in accordance with the terms of the Note and the Warrants in connection
with any sale of Securities with respect to which an Investor has entered into a
contract  for sale  (subject  to the  Investor's  obligation  to comply with the
prospectus  delivery  requirements of the 1933 Act in connection with such sale)
prior to the Investor's receipt of a notice from the Company of the happening of
any event of the kind  described  in Section  3(G)(vi) or the first  sentence of
Section  3(G)(vi) and for which the  Investor  has not yet settled.  Expenses of
Registration.

5.       Indemnification.

         A. Indemnification by Company. In the event any Securities are included
in a Registration Statement under this Agreement:

             (i) To the fullest  extent  permitted by law, the Company will, and
hereby does,  indemnify,  hold  harmless and defend each Investor who holds such
Securities,   the   directors,    officers,    partners,    employees,   agents,
representatives  of, and each person,  if any, who controls any Investor  within
the  meaning of the 1933 Act or the 1934 Act (each,  an  "Indemnified  Person"),
against any losses, claims, damages,  liabilities,  judgments, fines, penalties,
charges, costs,  attorneys' fees, amounts paid in settlement or expenses,  joint
or several,  (collectively,  "Claims")  incurred in investigating,  preparing or
defending any action, claim, suit, inquiry, proceeding,  investigation or appeal
taken from the foregoing by or before any court or governmental,  administrative
or other  regulatory  agency,  body or the SEC,  whether  pending or  threatened
("Indemnified Damages"), to which any of them may become subject insofar as such
Claims (or actions or proceedings,  whether commenced or threatened,  in respect
thereof)  arise out of or are based upon:  (A) any untrue  statement  or alleged
untrue  statement  of a  material  fact  in the  Registration  Statement  or any
post-effective  amendment  thereto or in any filing made in connection  with the
qualification  of the offering  under the securities or other "blue sky" laws of
any  jurisdiction  in which  Securities are offered ("Blue Sky Filing"),  or the
omission  or alleged  omission  to state a material  fact  required to be stated
therein or  necessary to make the  statements  therein not  misleading,  (B) any
untrue statement or alleged untrue statement of a material fact contained in any
preliminary  prospectus if used prior to the effective date of such Registration
Statement, or contained in the final prospectus (as amended or supplemented,  if
the Company files any amendment  thereof or supplement  thereto with the SEC) or
the omission or alleged omission to state therein any material fact necessary to
make the statements made therein,  in light of the circumstances under which the
statements  therein  were made,  not  misleading,  (C) any  violation or alleged
violation  by the  Company  of the  1933  Act,  the 1934  Act,  any  other  law,
including,  without  limitation,  any  state  securities  law,  or any  rule  or
regulation  thereunder  relating to the offer or sale of the Securities pursuant
to the  Registration  Statement or (D) any material  violation of this Agreement
(the  matters in the  foregoing  clauses (A)  through  (D) being,  collectively,
"Violations").

             (ii) The Company shall reimburse the Indemnified Persons,  promptly
as such  expenses are  incurred  and are due and payable,  for any legal fees or
other reasonable  expenses incurred by them in connection with  investigating or
defending  any such Claim.  Notwithstanding  anything to the contrary  contained
herein,  the  indemnification  agreement  contained in this Section  5(A)(i) (A)
shall not apply to a Claim by an Indemnified Person arising out of or based upon
a Violation  which occurs in reliance  upon and in conformity  with  information
furnished in writing to the Company by such Indemnified Person expressly for use
in connection  with the  preparation of the  Registration  Statement or any such
amendment  thereof or supplement  thereto,  if such  prospectus  was timely made
available by the  Company;  (ii) shall not be available to the extent such Claim
is based on a failure of the Investor to deliver or to cause to be delivered the
prospectus or any amendment or supplement thereto made available by the Company;
and (iii)  shall not apply to amounts  paid in  settlement  of any Claim if such
settlement is effected  without the prior written consent of the Company,  which
consent shall not be unreasonably withheld.  Such indemnity shall remain in full
force and effect  regardless  of any  investigation  made by or on behalf of the
Indemnified  Person and shall  survive  the  transfer of the  Securities  by the
Investors in compliance with this Agreement and applicable law.

                                       7
<PAGE>

         B.  Indemnification By Investors.

             (i)  In connection  with  any  Registration  Statement  in which an
Investor  is  participating,  each such  Investor  agrees to  severally  and not
jointly indemnify,  hold harmless and defend, to the same extent and in the same
manner as is set forth in Section 5(A)(i),  the Company,  each of its directors,
each of its officers who signs the Registration Statement,  each Person, if any,
who  controls  the  Company  within the  meaning of the 1933 Act or the 1934 Act
(collectively and together with an Indemnified Person, an "Indemnified  Party"),
against  any  Claim  or  Indemnified  Damages  to which  any of them may  become
subject, under the 1933 Act, the 1934 Act or otherwise, insofar as such Claim or
Indemnified  Damages arise out of or are based upon any Violation,  in each case
to the extent,  and only to the extent,  that such Violation  occurs in reliance
upon and in conformity with written information furnished to the Company by such
Investor expressly for use in connection with such Registration Statement.

             (ii) Such  Investor  will  reimburse  any  legal or other  expenses
reasonably incurred by any Indemnified Party in connection with investigating or
defending  any such  Claim;  provided,  however,  that the  indemnity  agreement
contained in this Section 5(B) and the  agreement  with respect to  contribution
contained  in Section 6 shall not apply to  amounts  paid in  settlement  of any
Claim if such  settlement is effected  without the prior written consent of such
Investor, which consent shall not be unreasonably withheld. Such indemnity shall
remain in full force and effect  regardless of any  investigation  made by or on
behalf  of  such  Indemnified  Party  and  shall  survive  the  transfer  of the
Securities by the Investors.  Notwithstanding anything to the contrary contained
herein, the  indemnification  agreement contained in this Section 5 with respect
to any prospectus shall not inure to the benefit of any Indemnified Party if the
untrue  statement or omission of material fact  contained in the  prospectus was
corrected on a timely basis in the prospectus, as then amended or supplemented.

         C.  Mechanics of Indemnification.

             (i) Promptly after receipt by an Indemnified  Person or Indemnified
Party  under  this  Section  5 of notice of the  commencement  of any  action or
proceeding  (including any governmental action or proceeding) involving a Claim,
such  Indemnified  Person or  Indemnified  Party  shall,  if a Claim in  respect
thereof is to be made  against  any  indemnifying  party  under this  Section 5,
deliver to the indemnifying party a written notice of the commencement  thereof,
and the  indemnifying  party shall have the right to participate in, and, to the
extent the indemnifying  party so desires,  jointly with any other  indemnifying
party similarly  noticed,  to assume control of the defense thereof with counsel
mutually  satisfactory to the indemnifying  party and the Indemnified  Person or
the  Indemnified  Party,  as  the  case  may  be;  provided,  however,  that  an
Indemnified  Person or Indemnified  Party shall have the right to retain its own
counsel with the fees and expenses to be paid by the indemnifying  party, if, in
the  reasonable  opinion of counsel  retained  by the  indemnifying  party,  the
representation  by such counsel of the Indemnified  Person or Indemnified  Party
and the  indemnifying  party would be  inappropriate  due to actual or potential
differing interests between such Indemnified Person or Indemnified Party and any
other party  represented  by such counsel in such  proceeding.  The  Indemnified
Party or Indemnified Person shall cooperate fully with the indemnifying party in
connection  with any  negotiation  or defense of any such action or claim by the
indemnifying  party and shall furnish to the indemnifying  party all information
reasonably  available  to the  Indemnified  Party or  Indemnified  Person  which
relates  to such  action  or  claim.  The  indemnifying  party  shall  keep  the
Indemnified  Party or  Indemnified  Person fully apprised at all times as to the
status of the defense or any settlement  negotiations  with respect thereto.  No
indemnifying  party shall be liable for any  settlement of any action,  claim or
proceeding  effected without its written consent,  provided,  however,  that the
indemnifying  party shall not  unreasonably  withhold,  delay or  condition  its

                                       8
<PAGE>

consent.  No  indemnifying  party shall,  without the consent of the Indemnified
Party or Indemnified Person,  consent to entry of any judgment or enter into any
settlement or other compromise  which does not include as an unconditional  term
thereof the giving by the  claimant or plaintiff  to such  Indemnified  Party or
Indemnified  Person of a release from all  liability in respect to such claim or
litigation.   Following   indemnification   as  provided  for   hereunder,   the
indemnifying party shall be subrogated to all rights of the Indemnified Party or
Indemnified  Person with  respect to all third  parties,  firms or  corporations
relating to the matter for which  indemnification  has been made. The failure to
deliver written notice to the indemnifying party within a reasonable time of the
commencement of any such action shall not relieve such indemnifying party of any
liability to the Indemnified  Person or Indemnified  Party under this Section 5,
except to the extent that the indemnifying party is prejudiced in its ability to
defend such action.

             (ii)   The indemnification required by this Section 5 shall be made
by  periodic   payments  of  the  amount   thereof  during  the  course  of  the
investigation or defense,  as and when bills are received or Indemnified Damages
are incurred.

             (iii)  The  indemnity  agreements  contained  herein  shall  be  in
addition to (A) any cause of action or similar right of the Indemnified Party or
Indemnified  Person  against  the  indemnifying  party  or  others,  and (B) any
liabilities the indemnifying party may be subject to pursuant to the law.

6.       Contribution.  To the extent  any  indemnification  by an  indemnifying
party is prohibited or limited by law, the indemnifying party agrees to make the
maximum contribution with respect to any amounts for which it would otherwise be
liable  under  Section  5 to the  fullest  extent  permitted  by law;  provided,
however,   that:   (i)  no   seller   of   Securities   guilty   of   fraudulent
misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be
entitled to  contribution  from any seller of  Securities  who was not guilty of
fraudulent misrepresentation;  and (ii) contribution by any seller of Securities
shall be limited in amount to the net amount of proceeds received by such seller
from the sale of such Securities pursuant to the Registration Statement.

7.       Reports  Under the 1934 Act.  With a view to  making  available  to the
Investors the benefits of Rule 144  promulgated  under the 1933 Act or any other
similar rule or  regulation of the SEC that may at any time permit the Investors
to sell  securities  of the Company to the public  without  registration  ("Rule
144"), the Company agrees to:

         A.  make and keep  public  information  available,  as those  terms are
understood and defined in Rule 144;

         B.  timely  file with the SEC in a timely  manner all reports and other
documents  required of the Company under the 1933 Act and the 1934 Act Investors
own Registrable Securities and the filing of such reports and other documents is
required for the applicable provisions of Rule 144; and

         C.  furnish to each Investor so long as such  Investor owns Securities,
promptly  upon  request,  (i) a written  statement  by the  Company  that it has
complied with the reporting  requirements of Rule 144, the 1933 Act and the 1934
Act,  (ii) a copy of the most recent  annual or quarterly  report of the Company
and such other  reports and  documents so filed by the  Company,  and (iii) such
other information as may be reasonably requested to permit the investors to sell
such securities pursuant to Rule 144 without registration.

8.       Assignment  of  Registration  Rights.  The rights under this  Agreement
shall be  automatically  assignable by the Investors to any transferee of all or
any  portion  of the  Securities  if the  Investor  agrees in  writing  with the
transferee  or assignee  to assign  such  rights and the  Company  is,  within a
reasonable time after such transfer or assignment, furnished with written notice
of (A)  the  name  and  address  of such  transferee  or  assignee,  and (B) the
securities with respect to which such registration  rights are being transferred
or  assigned,  provided  that  further  disposition  of such  securities  by the

                                       9
<PAGE>

transferee  or assignee  shall be restricted  under the 1933 Act and  applicable
state  securities  laws, and the transferee or assignee shall be bound by all of
the provisions contained herein. Notwithstanding the foregoing, the rights under
this Agreement shall not be assignable if the value of Securities to be assigned
is less than $1,000,000 at the time of such assignment.

9.       Amendment of Registration  Rights.  Provisions of this Agreement may be
amended and the  observance  thereof  may be waived  (either  generally  or in a
particular  instance and either  retroactively or prospectively),  only with the
written consent of the Company and Investors who then hold two-thirds  (66-2/3%)
of the voting  power of the  Securities.  Any  amendment  or waiver  effected in
accordance  with this  Section 9 shall be  binding  upon each  Investor  and the
Company.  No such amendment  shall be effective to the extent that it applies to
less  than all of the  Holders  of the  Securities.  No  consideration  shall be
offered or paid to any Person to amend or consent to a waiver or modification of
any provision of any of this  Agreement  unless the same  consideration  also is
offered to all of the parties to this Agreement.

10.      Prohibitions   on  Future   Registrations.   Other  than   Registration
Statements  the  Company is required to file  pursuant  to this  Agreement,  the
Company shall not file any Registration  Statement registering its Common Shares
or any other securities issued or issuable by the Company prior to the date that
is 90 days after the Issuance Date.  Except as set forth in this Section 10, the
Company  shall  not be  prohibited  or  limited  from  filing  any  Registration
Statements.

11.      Miscellaneous.

         A.  Record  Holder.  A Person is  deemed  to be a Holder of  Securities
whenever such Person owns or is deemed to own of record such Securities.  If the
Company receives conflicting instructions, notices or elections from two or more
Persons  with  respect to the same  Securities,  the Company  shall act upon the
basis of instructions,  notice or election received from the registered owner of
such Securities.

         B.  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
Facsimile: (307) 587-8357

Edward Dickinson
230 South Rock Blvd., Suite 21
Reno, Nevada 89502
Facsimile: (775) 857-1920

                                       10
<PAGE>

With a copy to:

Stoel Rives, LLP
201 South Main Street - Suite 1100
Salt Lake City, Utah 84111
Attn: Brian G. Lloyd
Facsimile: (801) 578-6999

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

If to the Buyer:

Doral 18, LLC
C/O JE Matthew, LLC
600 Central Avenue
Suite 214
Highland Park, Illinois 60035
Telephone:         (847)681-8600
Facsimile:         (847)681-1541
Attention:         David A. White

With a copy to:

David B. Solomon, Esq. and Susan M. Hermann, Esq.
Pedersen & Houpt
161 N. Clark St.  Suite 3100
Chicago, IL 60601
(p) (312) 261-2214 and (312) 261-2120
(f)  (312) 261-1214 and (312) 261-1120


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.

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

         D.  Governing  Law;  Jurisdiction;  Process.  The corporate laws of the
Province of Ontario shall govern all issues  concerning  the relative  rights of
the  Company  and  its   stockholders.   All  other  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 within 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.

                                       11
<PAGE>

         E. 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.

         F. Jury Trial.  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.

         G. Entire Agreement.  This Agreement, the Termination Agreement and all
exhibits to the Termination  Agreement constitute the entire agreement among the
parties hereto with respect to the subject matter hereof and thereof.  There are
no  restrictions,  promises,  warranties or  undertakings,  other than those set
forth or  referred  to herein  and  therein.  This  Agreement,  the  Termination
Agreement  and all exhibits to the  Termination  Agreement  supersede  all prior
agreements  and  understandings  among the parties  hereto  with  respect to the
subject matter hereof and thereof.

         H. Assignment. Subject to the requirements of Section 8, this Agreement
shall inure to the benefit of and be binding upon the permitted  successors  and
assigns of each of the parties hereto.

         I. Headings.   The headings in this  Agreement are for  convenience  of
reference only and shall not limit or otherwise affect the meaning hereof.

         J. Counterparts.     This   Agreement  may  be  executed  in  identical
counterparts,  each of which shall be deemed an original  but all of which shall
constitute one and the same agreement. A facsimile copy of this Agreement or any
counterpart thereto shall be valid as an original.

         K. 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.

         J. Determinations.  All consents and other determinations to be made by
the  Investors  pursuant  to this  Agreement  shall  be made,  unless  otherwise
specified in this Agreement,  by Investors holding a majority of the Securities,
determined as if all accrued exchange rights under the New Note then outstanding
and all of the Warrants  issuable,  have been  exchanged  into or exercised  for
Securities  without regard to any limitation on the exercise of exchange  rights
under the New Note or the exercise of the Warrants.

         K. 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.

         L. 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.


               [intentionally left blank; signature page follows]

                                       12
<PAGE>

         IN WITNESS WHEREOF,  the parties have caused this  Registration  Rights
Agreement  to be duly  executed  and  delivered  as of day and year first  above
written.


COMPANY:

ALTAIR INTERNATIONAL, INC.


By:
    -------------------------------------------------
Name:
      -----------------------------------------------
Its:
     ------------------------------------------------


BUYER:

DORAL 18, LLC


By:
    -------------------------------------------------
Name:
      -----------------------------------------------
Its:
     ------------------------------------------------


                                       13
<PAGE>

                                    EXHIBIT A


                                EXISTING WARRANTS

         ------------------ ------------------------- -------------------------
         Name of Holder     Date of Issuance          Number of Warrants
         ------------------ ------------------------- -------------------------
         Doral 18, LLC      December 15, 2000         350,000
         ------------------ ------------------------- -------------------------
         Doral 18, LLC      June 7, 2001              150,000
         ------------------ ------------------------- -------------------------
         Doral 18, LLC      June 7, 2001              150,000
         ------------------ ------------------------- -------------------------



                                       14