AMENDMENT NO. 1
                                       TO
                             STOCK PURCHASE WARRANTS

         This Amendment No. 1 to Stock Purchase  Warrants (this  "Amendment") is
entered  into as of December  28, 2001 (the  "Effective  Date"),  by and between
Altair  International Inc., an Ontario corporation (the "Company") and Doral 18,
LLC ("Holder").

                                   Background

         A. During the period between December 15, 2000 and the day prior to the
Effective  Date,  the Company has issued to Holder to the warrants  described on
Exhibit A hereto (each, a "Warrant"; collectively, the "Warrants").

         B. The  Company,  certain  affiliates  of the  Company  and  Holder are
entering  into a Note  Termination  and  Issuance  Agreement  (the  "Termination
Agreement")  as of the  Effective  Date.  In  connection  with  the  Termination
Agreement,  the  Company  and Holder  desire to amend the  Warrants as set forth
herein.

                                    Agreement

         NOW  THEREFORE,  in  consideration  of the mutual  covenants  set forth
herein,  in the  Termination  Agreement and in the Warrants,  and other good and
valuable   consideration,   the  receipt   and   adequacy  of  which  is  hereby
acknowledged, the Company and Holder hereby agree as follows:

         1.  Definitions.  Capitalized  terms used but not defined  herein shall
have the meaning set forth in the Warrants.

         2.  Amendment  of Exercise  Price.  Section  1(b)(xiii)  of each of the
Warrants is hereby  deleted and replaced with the following:  "Warrant  Exercise
Price" means $1.50, subject to adjustment as provided in Section 3.

         3.  Deletion of Rounddown Provisions. The following Sections of each of
the Warrants are hereby deleted in their entirety:  Section 2(f),  Section 3(a),
Section 3(c), Section 3(d), Section 3(g) and Section 3(k).

         4.  Ratification  of  Warrants.  Except as  expressly  amended  by this
Amendment,  the terms and conditions of each of Warrants are hereby ratified and
confirmed by the parties hereto and thereto.

         5.  Counterparts. This Amendment may be signed in counterparts,  all of
which taken together shall constitute a single integrated agreement. A facsimile
copy of this Amendment or any counterpart thereto shall be valid as an original.

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         IN WITNESS  WHEREOF,  the Company and Holder have caused this Amendment
No. 1 to Stock Purchase  Warrants to be executed  effective as of the date first
set forth above.


                      The Company

                               Altair International, Inc.

                               By: /s/ William P. Long
                                        _________________, its ___________


                      Holder

                               Doral 18, LLC


                               By: /s/ David White
                                        _________________, its ___________

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<PAGE>

                                    Exhibit A
                                       to
                      Amendment to Stock Purchase Warrants


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




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