THESE  SECURITIES HAVE NOT BEEN REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS AND HAVE BEEN TAKEN
FOR  INVESTMENT  PURPOSES  ONLY AND NOT WITH A VIEW TO OR FOR SALE IN CONNECTION
WITH ANY  DISTRIBUTION  THEREOF.  THESE  SECURITIES MAY NOT BE SOLD OR OTHERWISE
TRANSFERRED UNLESS A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS
AMENDED,  IS IN EFFECT  WITH  RESPECT  TO SUCH  SECURITIES  OR THE  COMPANY  HAS
RECEIVED AN OPINION IN FORM AND SUBSTANCE  SATISFACTORY TO THE COMPANY PROVIDING
THAT AN EXEMPTION FROM THE  REGISTRATION  REQUIREMENTS  OF THE SECURITIES ACT OF
1933, AS AMENDED, IS AVAILABLE.


                            ALTAIR INTERNATIONAL INC.

                          COMMON SHARE PURCHASE WARRANT


______ Series 2001D Warrants                     Warrant Certificate No. 2001D-_

                  Void after 5:00 p.m., Mountain Standard Time
            on ______, 2006 or on such earlier date specified herein


                            ALTAIR INTERNATIONAL INC.
                    (Incorporated under the laws of Ontario)

This Series 2001D  Warrant  Certificate  ("Warrant  Certificate")  is to certify
that, for value  received,  _____________  or registered  assigns (the "Holder")
shall have the right to purchase  from Altair  International  Inc.  (hereinafter
called the "Corporation") one fully paid and non-assessable  Common Share of the
Corporation (a "Common  Share") for each Series 2001D Warrant  (individually,  a
"Warrant")  represented  by this  Warrant  Certificate  during  the time  period
commencing  on the date this  Warrant is executed by the Company and  continuing
until 5:00 p.m. (Mountain Standard time) on the earlier of (i) ______, 2006, and
(ii) the 180th day  following  the date on which the closing price of the Common
Shares on the Nasdaq  National  Market has equaled or exceeded U.S. $3.00 for 10
days, whether or not consecutive (the "Expiry Time"). The exercise price for the
purchase of each such Common Share shall be U.S.  $2.00 per share (the "Exercise
Price").  The number of Common  Shares to be received  upon the exercise of each
Warrant and the Exercise  Price may be adjusted from time to time as hereinafter
set forth.

The Warrants shall be subject to the following terms and conditions:

1.       For the purposes of this Warrant, the term "Common Shares" means common
         shares without  nominal or par value in the capital of the  Corporation
         as  constituted  on the date  hereof;  provided  that in the event of a
         change,   subdivision,    redivision,    reduction,    combination   or
         consolidation  thereof or any other  adjustment under clause 10 hereof,
         or successive  such  changes,  subdivisions,  redivisions,  reductions,
         combinations,  consolidations or other adjustments, then subject to the
         adjustments, if any, having been made in accordance with the provisions
         of this Warrant Certificate,  "Common Shares" shall thereafter mean the
         shares,  other securities or other property resulting from such change,
         subdivision,  redivision,  reduction,  combination or  consolidation or
         other adjustment.

                                       1
<PAGE>

2.       This  Warrant  Certificate  shall  be  signed  by  an  officer  of  the
         Corporation  holding office at the time of signing, or any successor or
         replacement person and notwithstanding any change in any of the persons
         holding  said  offices  between  the  time of  actual  signing  and the
         delivery  of the  Warrant  Certificate  and  notwithstanding  that such
         officer signing may not have held office at the date of the delivery of
         the Warrant  Certificate,  the Warrant  Certificate  so signed shall be
         valid and binding upon the Corporation.

3.       All rights  under any of the  Warrants in respect of which the right of
         subscription  and purchase  therein  provided for shall not theretofore
         have been exercised  shall wholly cease and determine and such Warrants
         shall be wholly void and of no valid or binding effect after the Expiry
         Time.

4.       The right to purchase  Common Shares  pursuant to the Warrants may only
         be exercised by the Holder at or before the Expiry Time by:

         (a)      duly completing and executing a Subscription  Form in the form
                  attached hereto, in the manner therein indicated; and

         (b)      surrendering  this Warrant  Certificate and the duly completed
                  and  executed  Subscription  Form  to the  Corporation  at the
                  address  specified in clause 22 below together with payment of
                  the purchase price for the Common Shares subscribed for in the
                  form of cash or a certified  cheque payable to the Corporation
                  in an  amount  equal to the  then  applicable  Exercise  Price
                  multiplied by the number of Common Shares subscribed for.

5.       Upon receipt of the Subscription  Form, this Warrant  Certificate,  and
         payment as aforesaid,  the Corporation  shall cause to be issued to the
         Holder  the number of Common  Shares to be issued and the Holder  shall
         become a  shareholder  of the  Corporation  in respect  of such  Common
         Shares,  effective as of the date of receipt by the Corporation of such
         Subscription  Form,  Warrant  Certificate,  and  payment  and  shall be
         entitled to delivery of a certificate or  certificates  evidencing such
         shares. The Corporation shall cause such certificate or certificates to
         be mailed to the Holder at the address or  addresses  specified in such
         Subscription  Form within ten (10)  business  days of such  receipt and
         payment as herein provided or, if so instructed by the Holder, held for
         pick-up  by the Holder at the  principal  office of the  registrar  and
         transfer agent of the Common Shares, Equity Transfer Services Inc. (the
         "Transfer Agent").

6.       No fractional shares or stock  representing  fractional shares shall be
         issued upon the  exercise  of any  Warrant.  In lieu of any  fractional
         shares which would otherwise be issuable,  the Corporation shall either
         pay cash equal to the product of such  fraction  multiplied by the fair
         market value of one share of Common  Stock on the date of exercise,  as
         determined in good faith by the  Corporation's  Board of Directors,  or
         issue  the  next  largest   whole  number  of  Common   Shares  at  the
         Corporation's option.

7.       The Warrants may not be exercised  unless at the time of exercise (i) a
         registration statement registering the Common Shares issuable upon such
         exercise is effective under the Securities Act of 1933, as amended (the
         "1933 Act"),  or the  transaction in which such shares are to be issued
         is exempted from the  application of the  registration  requirements of
         the 1933 Act, and (ii) the Common Shares  issuable upon exercise of the
         Warrants  have  been  registered  or  qualified  under  any  applicable
         Canadian,  provincial,  state  securities  laws  or an  exemption  from
         registration or  qualification is available under such laws. The Common
         Shares  issuable  upon  exercise  of  this  Warrant  are  and  will  be
         "restricted  securities"  under the 1933 Act inasmuch as they are being
         acquired from the  Corporation in a transaction  not involving a public
         offering,  and  that,  under  the 1933 Act and  applicable  regulations
         thereunder,  such securities may be resold without  registration  under

                                       2
<PAGE>

         the  1933  Act  only  in  certain  limited   circumstances.   Unless  a
         registration  statement  registering  the Common  Shares  issuable upon
         exercise  of any  Warrant is  effective  under the 1933 Act at the time
         such Common Shares are issued, the certificates  evidencing such Common
         Shares shall bear the legend set forth below,  together  with any other
         legends  required by the laws of the  Province of Ontario and any other
         state or province with jurisdiction:

                  THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
                  ACT OF 1933, AS AMENDED,  OR QUALIFIED UNDER  APPLICABLE STATE
                  SECURITIES  LAWS AND HAVE BEEN TAKEN FOR  INVESTMENT  PURPOSES
                  ONLY AND NOT WITH A VIEW TO OR FOR SALE IN CONNECTION WITH ANY
                  DISTRIBUTION  THEREOF.  THESE  SECURITIES  MAY  NOT BE SOLD OR
                  OTHERWISE TRANSFERRED UNLESS A REGISTRATION STAEMENT UNDER THE
                  SECURITIES ACT OF 1933, AS AMENDED,  IS IN EFFECT WITH RESPECT
                  TO SUCH  SECURITIES  OR THE COMPANY HAS RECEIVED AN OPINION IN
                  FORM AND SUBSTANCE  SATISFACTORY TO THE COMPANY PROVIDING THAT
                  AN  EXEMPTION  FROM  THE  REGISTRATION   REQUIREMENTS  OF  THE
                  SECURITIES ACT OF 1933, AS AMENDED, IS AVAILABLE.

         The legend set forth above shall be removed by the Corporation from any
         certificate  evidencing the Common Shares issuable upon exercise of the
         Warrants only (i) upon receipt by the Corporation of an opinion in form
         and substance  satisfactory to the Corporation  that such legend may be
         removed pursuant to Rule 144 promulgated  under the 1933 Act, (ii) upon
         confirmation  that a  registration  statement  under the 1933 Act is at
         that time in effect with  respect to such  Common  Shares and that such
         transfer  will  not  jeopardize   the  exemption  or  exemptions   from
         registration  pursuant  to which  the  respective  Common  Shares  were
         issued.

8.       The holding of a Warrant shall not  constitute the Holder a shareholder
         of the  Corporation nor entitle him to any right or interest in respect
         thereof except as herein expressly provided.

9.       The Corporation  covenants and agrees that until the Expiry Time, while
         any of the Warrants  shall be  outstanding,  it shall reserve and there
         shall remain unissued out of its authorized capital a sufficient number
         of Common Shares to satisfy the right of purchase herein  provided,  as
         such right of purchase  may be  adjusted  pursuant to clauses 10 and 11
         hereof.  All Common  Shares  which shall be issued upon the exercise of
         the right to purchase herein provided for, upon payment therefor of the
         amount  at  which  such  Common  Shares  may at the  time be  purchased
         pursuant to the  provisions  hereof,  shall be issued as fully paid and
         non-assessable  shares and the holders  thereof  shall not be liable to
         the Corporation or its creditors in respect thereof.

10.      (a)      If and whenever at any time after the date hereof and prior to
                  the Expiry Time the Corporation shall (i) subdivide,  redivide
                  or change its then  outstanding  Common  Shares into a greater
                  number of Common Shares,  (ii) reduce,  combine or consolidate
                  its then  outstanding  Common  Shares into a lesser  number of
                  Common  Shares or (iii)  issue  Common  Shares (or  securities
                  exchangeable  for or  convertible  into Common  Shares) to the
                  holders of all or  substantially  all of its then  outstanding
                  Common Shares by way of a stock dividend or other distribution
                  (any  of  such   events   herein   called  a   "Common   Share
                  Reorganization"),  then the  Exercise  Price shall be adjusted
                  effective  immediately  after the  effective  date of any such
                  event in (i) or (ii)  above or the  record  date at which  the
                  holders of Common Shares are determined for the purpose of any
                  such dividend or  distribution in (iii) above, as the case may
                  be,  by  multiplying  the  Exercise  Price in  effect  on such
                  effective  date or  record  date,  as the  case  may be,  by a
                  fraction, the numerator of which shall be the number of Common

                                       3
<PAGE>

                  Shares  outstanding  on such effective date or record date, as
                  the case may be,  before  giving  effect to such Common  Share
                  Reorganization  and the  denominator  of  which  shall  be the
                  number of Common Shares  outstanding  immediately after giving
                  effect to such Common Share Reorganization  including,  in the
                  case where  securities  exchangeable  for or convertible  into
                  Common  Shares are  distributed,  the number of Common  Shares
                  that would be  outstanding if such  securities  were exchanged
                  for or converted into Common Shares.

         (b)      If and whenever at any time after the date hereof and prior to
                  the Expiry Time, the Corporation shall distribute any class of
                  shares or rights,  options  or  warrants  or other  securities
                  (other  than  those   referred  to  in  clause  10(a)  above),
                  evidences  of   indebtedness   or  property   (excluding  cash
                  dividends  paid in the  ordinary  course) to holders of all or
                  substantially all of its then outstanding  Common Shares,  the
                  number of Common Shares to be issued by the Corporation  under
                  this  Warrant  shall,  at the time of exercise of the right of
                  subscription and purchase under this Warrant  Certificate,  be
                  appropriately  adjusted and the Holder shall receive,  in lieu
                  of the  number of the  Common  Shares in  respect of which the
                  right to  purchase  is then  being  exercised,  the  aggregate
                  number of Common  Shares or other  securities or property that
                  the Holder would have been  entitled to receive as a result of
                  such  event,  if, on the record date  thereof,  the Holder had
                  been the  registered  holder of the number of Common Shares to
                  which the Holder was theretofore entitled upon the exercise of
                  the rights of the Holder hereunder.

         (c)      If and whenever at any time after the date hereof and prior to
                  the  Expiry  Time  there is a  capital  reorganization  of the
                  Corporation  or a  reclassification  or  other  change  in the
                  Common Shares (other than a Common Share  Reorganization) or a
                  consolidation  or merger or  amalgamation  of the  Corporation
                  with or into any other corporation or other entity (other than
                  a consolidation,  merger or amalgamation which does not result
                  in any  reclassification of the outstanding Common Shares or a
                  change of the  Common  Shares  into  other  securities),  or a
                  transfer  of all  or  substantially  all of the  Corporation's
                  assets to  another  corporation  or other  entity in which the
                  holders of Common Shares are entitled to receive shares, other
                  securities or other  property (any of such events being called
                  a  "Capital  Reorganization"),  the  Holder,  where he has not
                  exercised the right of  subscription  and purchase  under this
                  Warrant  Certificate  prior  to the  effective  date  of  such
                  Capital Reorganization, shall be entitled to receive and shall
                  accept,  upon the exercise of such right,  on such date or any
                  time thereafter,  for the same aggregate consideration in lieu
                  of the  number  of Common  shares to which he was  theretofore
                  entitled to subscribe for and purchase,  the aggregate  number
                  of shares or other  securities  or  property  which the Holder
                  would  have  been  entitled  to  receive  as a result  of such
                  Capital  Reorganization if, on the effective date thereof,  he
                  had been the registered  holder of the number of Common Shares
                  to which he was  theretofore  entitled  to  subscribe  for and
                  purchase.

         (d)      If and whenever at any time after the date hereof and prior to
                  the Expiry  Time,  any of the events set out in clause  10(a),
                  (b) or (c)  shall  occur  and the  occurrence  of  such  event
                  results in an adjustment of the Exercise Price pursuant to the
                  provisions of this clause 10, then the number of Common Shares
                  purchaseable  pursuant  to  this  Warrant  shall  be  adjusted
                  contemporaneously with the adjustment of the Exercise Price by
                  multiplying   the  number  of  Common  Shares  then  otherwise
                  purchaseable  on  the  exercise  thereof  by a  fraction,  the
                  numerator  of which  shall  be the  Exercise  Price in  effect
                  immediately  prior to the  adjustment  and the  denominator of
                  which  shall  be  the  Exercise  Price   resulting  from  such
                  adjustment.

                                       4
<PAGE>

         (e)      If the  Corporation  takes any  action  affecting  its  Common
                  Shares to which the foregoing provisions of this clause 10, in
                  the  opinion  of the board of  directors  of the  Corporation,
                  acting  in good  faith,  are not  strictly  applicable,  or if
                  strictly  applicable would not fairly adjust the rights of the
                  Holder  against  dilution  in  accordance  with the intent and
                  purposes  hereof,  or would  otherwise  materially  affect the
                  rights  of the  Holder  hereunder,  then the  Corporation  may
                  execute  and  deliver  to  the  Holder  an  amendment   hereto
                  providing  for  an  adjustment  in  the  application  of  such
                  provisions  so as to adjust such rights as  aforesaid  in such
                  manner  as the  board  of  directors  of the  Corporation  may
                  determine to be equitable in the circumstances, acting in good
                  faith.  The  failure  of the  taking of action by the board of
                  directors of the  Corporation to so provide for any adjustment
                  on or prior to the effective  date of any action or occurrence
                  giving rise to such state of facts will be conclusive evidence
                  that  the  board  of  directors  has  determined  that  it  is
                  equitable to make no adjustment in the circumstances.

11.      The  following  rules  and  procedures   shall  be  applicable  to  the
         adjustments made pursuant to clause 10:

         (a)      any Common  Shares  owned or held by or for the account of the
                  Corporation shall be deemed not be to outstanding except that,
                  for the  purposes of clause 10, any Common  Shares  owned by a
                  pension  plan or  profit  sharing  plan for  employees  of the
                  Corporation or any of its subsidiaries shall not be considered
                  to be owned or held by or for the account of the Corporation;

         (b)      no adjustment in the Exercise Price shall be required unless a
                  change of at least 1% of the  prevailing  Exercise Price would
                  result,  provided,  however, that any adjustment which, except
                  for the provisions of this clause 11(b),  would otherwise have
                  been required to be made,  shall be carried  forward and taken
                  into account in any subsequent adjustment;

                                       5
<PAGE>

         (c)      the  adjustments  provided for in clause 10 are cumulative and
                  shall  apply  to  successive   subdivisions,   consolidations,
                  dividends,  distributions  and other  events  resulting in any
                  adjustment under the provisions of such clause;

         (d)      in the absence of a  resolution  of the board of  directors of
                  the  Corporation  fixing a record  date  for any  dividend  or
                  distribution  referred  to in  clause  10(a)(iii)  above,  the
                  Corporation  shall be deemed to have fixed as the record  date
                  therefor the date on which such  dividend or  distribution  is
                  effected;

         (e)      if the  Corporation  sets a record date to take any action and
                  thereafter  and before the taking of such action  abandons its
                  plan to take such action,  then no  adjustment to the Exercise
                  Price will be required by reason of the setting of such record
                  date;

         (f)      forthwith  after any  adjustment to the Exercise  Price or the
                  number of Common Shares purchaseable pursuant to the Warrants,
                  the  Corporation  shall provide to the Holder a certificate of
                  an officer of the  Corporation  certifying as to the amount of
                  such  adjustment  and, in reasonable  detail,  describing  the
                  event  requiring  and the manner of computing  or  determining
                  such adjustment; and

         (g)      any question that at any time or from time to time arises with
                  respect to the amount of any  adjustment to the Exercise Price
                  or  other   adjustment   pursuant   to   clause  10  shall  be
                  conclusively  determined  by a firm of  independent  chartered
                  accountants (who may be the Corporation's  auditors)  selected
                  by the  board of  directors  of the  Corporation  and shall be
                  binding upon the Corporation and the Holder.

12.      With 30 days after the effective date or record date, as applicable, of
         any event  referred to in clause 10, the  Corporation  shall notify the
         Holder of the particulars of such event and the estimated amount of any
         adjustment required as a result thereof.

13.      On the happening of each and every such event set out in clause 10, the
         applicable  provisions of this Warrant,  including the Exercise  Price,
         shall,  ipso  facto,  be  deemed  to be  amended  accordingly  and  the
         Corporation  shall take all necessary  action so as to comply with such
         provisions as so amended.

14.      The  Corporation  shall not be  required  to deliver  certificates  for
         Common Shares while the share  transfer  books of the  Corporation  are
         properly  closed,  having regard to the provisions of clauses 10 and 11
         hereof,  prior to any  meeting of  shareholders  or for the  payment of
         dividends or for any other purpose and in the event of the surrender of
         any Warrant in accordance with the provisions  hereof and the making of
         any  subscription  and payment for the Common Shares called for thereby
         during any such period delivery of  certificates  for Common Shares may
         be  postponed  for not more  than  five (5) days  after the date of the
         re-opening of said share transfer books.  Provided,  however,  that any
         such  postponement  of  delivery  of  certificates   shall  be  without
         prejudice  to the  right of the  Holder  so  surrendering  the same and
         making  payment  during such period to receive after the share transfer
         books shall have been re-opened such certificates for the Common Shares
         called for,  as the same may be adjusted  pursuant to clauses 10 and 11
         hereof as a result of the  completion  of the event in respect of which
         the transfer books were closed.

15.      Subject as  hereinafter  provided,  all or any of the rights  conferred
         upon the Holder by the terms  hereof may be  enforced  by the Holder by
         appropriate   legal   proceedings.   No  recourse  under  or  upon  any
         obligation, covenant or agreement contained herein shall be had against
         any  shareholder  or  officer of the  Corporation  either  directly  or

                                       6
<PAGE>

         through the  Corporation,  it being expressly  agreed and declared that
         the obligations under the Warrants are solely corporate obligations and
         that no personal  liability  whatever shall attach to or be incurred by
         the  shareholders  or  officers  of the  Corporation  or any of them in
         respect  thereof,  any and all  rights and  claims  against  every such
         shareholder,  officer or director  being hereby  expressly  waived as a
         condition of and as a consideration for the issue of the Warrants.

16.      (a)      The  Warrants  may not be  assigned or  transferred  except as
                  provided  herein  and in  accordance  with and  subject to the
                  provisions  of the  1933  Act and the  Rules  and  Regulations
                  promulgated thereunder and any applicable state, Canadian, and
                  provincial  securities  laws.  Assignment of a Warrant will be
                  permitted  only  (i) upon  receipt  by the  Corporation  of an
                  opinion in form and substance  satisfactory to the Corporation
                  that  the  Warrant  may be  transferred  pursuant  to Rule 144
                  promulgated under the 1933 Act, or (ii) upon confirmation that
                  a registration statement under the 1933 Act is at that time in
                  effect with respect to the Warrant and that such transfer will
                  not jeopardize the exemption or exemptions  from  registration
                  pursuant  to which  the  Warrant  was  issued.  Any  purported
                  transfer or assignment made other than in accordance with this
                  Section 16 shall be null and void and of no force and effect.

         (b)      Any assignment  permitted hereunder shall be made by surrender
                  of  this  Warrant   Certificate  to  the  Corporation  at  its
                  principal  office with the Assignment Form annexed hereto duly
                  executed and funds sufficient to pay any transfer tax. In such
                  event,  the Corporation  shall,  without  charge,  execute and
                  deliver a new Warrant  Certificate in the name of the assignee
                  named in such Assignment Form, and the Warrants represented by
                  this Warrant  Certificate  shall  promptly be cancelled.  This
                  Warrant  Certificate  may be  divided or  combined  with other
                  Warrants which carry the same rights upon presentation thereof
                  at the  principal  office of the  Corporation  together with a
                  written  notice signed by the Holder  thereof,  specifying the
                  names  and  denominations  in  which  new  Warrants  are to be
                  issued.  The terms  "Warrant"  and  "Warrants"  as used herein
                  include any Warrants in  substitution  for or  replacement  of
                  this Warrant,  or into which the Warrant  represented  by this
                  Warrant Certificate may be divided or exchanged.

17.      The Holder may  subscribe  for and purchase any lesser number of Common
         Shares than the number of shares expressed in this Warrant Certificate.
         In the case of any  subscription  for a lesser  number of Common Shares
         than  expressed  in  this or any  successor  Warrant  Certificate  or a
         transfer of any of the Warrants pursuant to clause 16, the Holder shall
         be  entitled  to  receive  at no  cost  to  the  Holder  a new  Warrant
         Certificate in respect of the balance of Warrants not then exercised or
         transferred.  Any new  Warrant  Certificate(s)  shall be  mailed to the
         Holder  or  assignee  by the  Corporation  or,  at its  direction,  the
         Transfer  Agent,  within  five  (5)  business  days of  receipt  by the
         Corporation  of  all  materials   required  by  clauses  5  or  16,  as
         applicable.

18.      Each Holder of this Warrant,  the Warrant  Shares or any other security
         issued or issuable upon  exercise of this Warrant  shall  indemnify and
         hold harmless the  Corporation,  its  directors and officers,  and each
         person,  if any,  who  controls  the  Corporation,  against any losses,
         claims,  damages  or  liabilities,  joint  or  several,  to  which  the
         Corporation or any such director, officer or any such person may become
         subject  under the 1933 Act or statute or common  law,  insofar as such
         losses, claims, damages or liabilities,  or actions in respect thereof,
         arise out of or are based upon the  disposition  by such  Holder of the
         Warrant the Common Shares issuable upon the exercise of this Warrant in
         violation of the terms of this Warrant Certificate.

19.      If  any  Warrant  Certificate  becomes  stolen,   lost,   mutilated  or
         destroyed,  the  Corporation  shall,  on  such  terms  as it may in its
         discretion  acting  reasonably  impose,  issue  and sign a new  Warrant
         Certificate  of  like  denomination,  tenor  and  date  as the  Warrant
         Certificate so stolen, lost, mutilated or destroyed for delivery to the
         Holder.

                                       7
<PAGE>

20.      The  Corporation  and  the  Transfer  Agent  may  deem  and  treat  the
         registered  holder of any Warrant  Certificate as the absolute owner of
         the Warrants represented thereby for all purposes,  and the Corporation
         and neither the Corporation nor the Transfer Agent shall be affected by
         any notice or knowledge to the contrary except where the Corporation or
         the Transfer Agent is required to take notice by statute or by order of
         a court of  competent  jurisdiction.  A Holder shall be entitled to the
         rights evidenced by such Warrant  Certificate free from all equities or
         rights of set-off  or  counterclaim  between  the  Corporation  and the
         original  or any  intermediate  holder  thereof and all persons may act
         accordingly  and the  receipt by any such  Holder of the Common  Shares
         purchaseable  pursuant to such Warrant shall be a good discharge to the
         Corporation  and the  Transfer  Agent  for the  same  and  neither  the
         Corporation  nor the Transfer  Agent shall be bound to inquire into the
         title of any such Holder except where the  Corporation  or the Transfer
         Agent is  required  to take notice by statute or by order of a court of
         competent jurisdiction.

21.      Provisions  of  this  Warrant   Certificate  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  the  Holder  of  this  Warrant
         Certificate.

22.      All notices to be sent hereunder shall be deemed to be validly given to
         the  Holders  of the  Warrants  on the date of  receipt  if  personally
         delivered, sent by telecopier or overnight courier, charges prepaid, or
         five days after  deposit in the United  States mail,  by  registered or
         certified  mail,  postage  prepaid,  addressed to such holders at their
         post office  addresses  appearing  in the  register of Warrant  holders
         caused to be  maintained  by the  Corporation.  All  notices to be sent
         hereunder shall be deemed to be validly given to the Corporation on the
         date  of  receipt  if  personally  delivered,  sent  by  telecopier  or
         overnight courier,  charges prepaid,  or five days after deposit in the
         United States mail, by registered or certified mail,  postage  prepaid,
         addressed to the Corporation at 1725 Sheridan Avenue,  Suite 140, Cody,
         Wyoming  82414 or such  other  address  as the  Corporation  shall have
         designated by written notice to such registered owner.

23.      This  Warrant  shall be governed by the laws of the State of Nevada and
         the  federal  laws of the  United  States  applicable  therein  (within
         reference to the conflict of laws provisions thereof).

24.      The Holder may not  exercise  the Warrant to the extent  such  exercise
         would  result  in the  Holder  together  with  any  affiliate  thereof,
         beneficially  owning (as determined in accordance with Section 13(d) of
         the Securities  Exchange Act of 1934, as amended (the  "Exchange  Act")
         and the rules  promulgated  thereunder) in excess of 9.999% of the then
         issued and  outstanding  Common  Shares of the  Corporation,  including
         shares  issuable  upon  such  exercise  and  held by the  Holder  after
         application  of this  Section.  The Holder shall have the authority and
         obligation  to  determine  whether the  restriction  contained  in this
         Section will limit any particular  exercise  under the Warrant.  To the
         extent that the Holder determines that the limitation contained in this
         Section  would apply to any  particular  exercise,  the Holder shall be
         responsible   for   determining   which   portion  of  the  Warrant  is
         exercisable, for notifying the Corporation which portion of the Warrant
         is exercisable at the time of the Holder's  exercise of the Warrant and
         for not  attempting to exercise the Warrant with respect to a number of
         Common  Shares that would exceed the limits set forth in this  Section.
         The Holder  acknowledges  and agrees:  (a) that the  Corporation is not
         responsible  for  tracking  (and has no means to track)  the  number of

                                       8
<PAGE>

         Common Shares  beneficially  owned by the Holder,  (b) that neither the
         Corporation  nor its counsel has  provided,  or has any  obligation  to
         provide,  advice to the Holder  regarding  the  Holder's  ownership  of
         Common Shares or compliance with governing securities laws and (c) that
         the Corporation  shall not be liable for any civil or criminal  damages
         or sanctions  that may be imposed upon or against holder as a result of
         his failure to comply with the  provisions  of the Warrant or governing
         state or federal securities laws.





                                       9
<PAGE>

         IN WITNESS WHEREOF the Corporation has caused this Warrant  Certificate
to be signed by its duly authorized officer.

         DATED as of the ___ day of ______, 200_.


                                                     ALTAIR INTERNATIONAL INC.



                                                     By: _______________________
                                                     Its: ______________________



                                       10
<PAGE>

                                SUBSCRIPTION FORM


TO BE COMPLETED IF WARRANTS ARE TO BE EXERCISED:

The undersigned hereby subscribes for  ________________  common shares of Altair
International  Inc.  according  to the  terms  and  conditions  set forth in the
annexed warrant  certificate (or such number of other  securities or property to
which such  warrant  entitles  the  undersigned  to acquire  under the terms and
conditions  set  forth  in the  annexed  warrant  certificate).  The  subscriber
acknowledges and agrees that any legend required by applicable law may be placed
on any certificates representing common shares delivered to the undersigned.

         Address for Delivery of Shares:    ____________________________________

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

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

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

                                            Attention: _________________________

         Tendered (U.S. $_____ per share) Exercise Price $______________________

         Dated at ________________, this _______ day of _______________, ______.


                  Witness:                  )       ____________________________
                                            )        Holder's Name
                                            )
                                            )
                                            )        ---------------------------
                                            )        Authorized Signature
                                            )
                                            )
                                            )        ---------------------------
                                            )        Title (if applicable)

Signature guaranteed:


                                       11
<PAGE>

                                 ASSIGNMENT FORM

TO BE COMPLETED IF WARRANTS ARE TO BE ASSIGNED:

TO:      ALTAIR INTERNATIONAL INC.
         1725 Sheridan Avenue
         Suite 140
         Cody, Wyoming 82414


         By signing below, the undersigned represents, warrants and certifies to
Altair International Inc. as follows:

         (a)  the  undersigned  is  the  record  and  beneficial  owner  of  the
         Warrant(s) represented by the Warrant Certificate attached hereto; and

         (b) either
                  _____ (i) attached  hereto is an opinion in form and substance
         satisfactory to the  Corporation  that the Warrant(s) to be transferred
         hereby may be transferred  pursuant to Rule 144  promulgated  under the
         1933 Act, or

                  ______ (ii) a registration  statement under the 1933 Act is at
         that time in effect with respect to the  Warrant(s)  to be  transferred
         hereby  and  transfer  of  such  Warrant(s)  will  not  jeopardize  the
         exemption  or  exemptions  from  registration  pursuant  to which  such
         Warrant(s) were issued.


By signing below,  the  undersigned  hereby  transfers,  assigns and conveys all
right,  title and interest in and to _________  of the Warrants  represented  by
this      Warrant       Certificate       to       _____________________________
____________________________                     residing                     at
________________________________________  for good and  valuable  consideration.
You are hereby instructed to take the necessary steps to effect this transfer.


         Dated at ___________________, this ______ day of _____________, _____.


                  Witness:                  )       ____________________________
                                            )        Holder's Name
                                            )
                                            )        ---------------------------
                                            )        Authorized Signature
                                            )
                                            )
                                            )        ---------------------------
                                            )        Title (if applicable)
                                            )
Signature guaranteed:                       )


                                       12