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  CORPORATION  HAS
RECEIVED  AN  OPINION  IN FORM AND  SUBSTANCE  SATISFACTORY  TO THE  CORPORATION
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
                              (Conditional Warrant)

Warrant No.:                                           Number of Shares: 500,000

Date of Issuance:  December 28, 2001

         ALTAIR  INTERNATIONAL,  INC., an Ontario  corporation  (the "Company"),
hereby certifies that, for Ten United States Dollars ($10.00) and other good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged,  DORAL 18, LLC, a Cayman Islands  limited  liability  company (the
"Holder"),  the registered holder hereof or its permitted assigns,  is entitled,
subject  to the  terms  set forth  below,  to  purchase  from the  Company  upon
surrender  of this  Warrant,  at any  time  or  times  during  the  time  period
commencing on the date this Warrant vests as provided below and continuing until
5:00 p.m.  (Mountain  Standard time) on the Expiration Date (as defined herein),
500,000 fully paid  nonassessable  shares of Common Stock (as defined herein) of
the Company (the "Warrant  Shares") at the purchase prices per share provided in
SECTION 1(b) below.  Notwithstanding the foregoing, in no event shall the holder
be entitled to exercise  this Warrant to the extent that after giving  effect to
such  exercise  such  holder  (together  with such  person's  affiliates)  would
beneficially  own in excess  of 4.99% of the  outstanding  shares of the  Common
Stock  following  such  exercise.  For purposes of the foregoing  sentence,  the
number  of  shares  of  Common  Stock  beneficially  owned by a  holder  and its
affiliates  or acquired by such holder and its  affiliates,  as the case may be,
shall  include the number of shares of Common Stock  issuable  upon  exercise of
this Warrant with respect to which such determination of beneficial ownership is
being made,  but shall  exclude the number of shares of Common Stock which would
be issuable  upon (i) exercise of the  remaining,  nonexercised  portion of this
Warrant  beneficially  owned by such holder and its affiliates and (ii) exercise
or exchange of the unexercised or unconverted portion of any other securities of
the Company (including, without limitation, any exchangeable notes) subject to a
limitation on exchange or exercise analogous to the limitation  contained herein
beneficially owned by such holder and its affiliates. Except as set forth in the
preceding sentence,  for purposes of this paragraph,  beneficial ownership shall
be calculated in accordance with Section 13(d) of the Securities Exchange Act of
1934, as amended.  Notwithstanding  anything to the contrary  contained  herein,
each Exercise Notice (as defined below) shall constitute a representation by the
holder  submitting  such  Exercise  Notice  that,  after  giving  effect to such
Exercise  Notice,  (A) to the best of  holder's  knowledge,  the holder will not
beneficially  own (as determined in accordance with this paragraph) in excess of
4.99% of the outstanding shares of Common Stock and (B) the holder will not have
acquired, to the best of holder's knowledge, through exercise of this Warrant or
otherwise, a number of shares of Common Stock which, when added to the number of
shares of Common Stock  beneficially owned at the beginning of the 60-day period
ending on and including the applicable  date of exercise of this Warrant,  is in
excess of 4.99% of the  outstanding  shares of the Common Stock  following  such
exercise  during the 60-day period ending on and including such date of exercise
and the Company shall have no liability for any exercise in reliance on any such

                                       1
<PAGE>

Exercise  Notice.  For purposes of this paragraph,  in determining the number of
the  outstanding  shares of Common  Stock the holder of this Warrant may rely on
the  number  of  outstanding  shares of Common  Stock  (1) as  reflected  in the
Company's  most  recent  shareholder  list,  which list shall be provided to the
holder by the Company  upon the  holders'  written  request  (which  request the
holder  shall not submit to the Company on more than one  occasion  per calendar
quarter) and  certified by the Company as true,  complete and accurate as of the
date  thereof,  or (2) at such time as the Company is a Reporting  Company under
the  Securities  Exchange Act of 1934, as reflected in the Company's most recent
Form 10-Q or Form 10-K, as the case may be, or a more recent public announcement
by the Company or other  notice by the  Company or its  transfer  agent  setting
forth the number of shares of Common Stock outstanding.  In any case, the number
of outstanding shares of Common Stock shall be determined after giving effect to
exercises  of  this   Warrant   (including   the  exercise   with  respect  this
determination  is being  made) by the  holder  since  the date as of which  such
number of outstanding shares of Common Stock was disclosed or reported.

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

SECTION 1.        DEFINITIONS.

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

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

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

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

             (iv) "Note" means the $2,000,000 Secured Term Note issued to Holder
on the date first set forth above.

                                       2
<PAGE>

             (v)   "Expiration Date" means the later of (i) March 31, 2003,  and
(ii) the date the  Corporation  has paid in full all amounts due under the Note;
provided,  if any such date  falls on a  Saturday,  Sunday or other day on which
banks are  required  or  authorized  to be closed in the City of  Chicago or the
State of  Illinois  or on which  trading  does not take  place on the  principal
exchange or  automated  quotation  system on which the Common Stock is traded (a
"Holiday"), the next date that is not a Holiday.

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

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

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

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

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

             (xi)  "Warrant  Exercise  Price"  means $.01  (U.S.D.),  subject to
adjustment as provided in Section 3.

SECTION 2.        EXERCISE OF WARRANT.

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

         (b) This Warrant  shall vest as follows:  This Warrant  shall vest with
respect to 25,000  shares of Common  Stock vest on the day  following  the first
time after the December 31, 2001 the closing price of a share of Common Stock on

                                       3
<PAGE>

the Principal  Market (the "Closing  Price")  exceeds $2.00 for ten  consecutive
trading days. Thereafter,  this Warrant shall vest with respect to an additional
25,000 shares of Common Stock the day following the first time the Closing Price
exceeds a number greater than $2.00 that is evenly divisible by .5 (e.g.  $2.50,
$3.00., $3.50) for ten consecutive trading days. By way of illustration,  if the
Closing Price is $4.01 for ten  consecutive  trading  days,  the total number of
shares of Common  Stock with  respect to which this  Warrant  shall have  vested
shall be 125,000  shares.  In no event shall this  Warrant be  exercisable  with
respect  to any more than the number of shares of Common  Stock with  respect to
which it has vested as provided in this Section 2(b).

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

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

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

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

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

SECTION 3.        ADJUSTMENT.

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

                                       4
<PAGE>

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

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

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

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

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

         (b) Reorganization,   Reclassification   or   Recapitalization  of  the
Company.  In the  event  that the  Company  effects  (i) any  reorganization  or
reclassification  or recapitalization of the capital stock of the Company (other
than in the cases referred to in Section 3(a)), (ii) any consolidation or merger
of the Company with or into another  Person,  (iii) the sale,  transfer or other
disposition of the property, assets or business of the Company as an entirety or
substantially as an entirety or (iv) any other  transaction or event as a result
of which holders of Common Stock become  entitled to receive any shares of stock
or other securities and/or property  (including,  without limitation,  cash, but
excluding  any cash  dividend that is paid out of the earnings or surplus of the
Company  legally  available  therefor)  with  respect to or in exchange  for the
Common  Stock,  there shall  thereafter  be  deliverable  to the Holder upon the
exercise of this  Warrant or any  portion  thereof (in lieu of or in addition to
the Common Stock theretofore deliverable,  as appropriate) the highest number of
shares of stock or other  securities  and/or  the  greatest  amount of  property
(including,  without limitation,  cash) to which Holder would have been entitled
to receive had the Holder owned the Common Stock  attributable to the Warrant at
the time the transaction or event occurred.

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

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

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

         (f) Notice of Adjustments  to Warrant  Exercise  Price.  As promptly as
practicable  after the occurrence of any event  requiring any  adjustment  under
this  SECTION  3 to the  Warrant  Exercise  Price  (or to the  number or kind of
securities or other property deliverable upon the exercise of this Warrant), the

                                       5
<PAGE>

Company shall, at its expense, mail to the holder a certificate of an officer of
the  Company  setting  forth in  reasonable  detail  the  events  requiring  the
adjustment and the method by which such adjustment was calculated and specifying
the  adjusted  Warrant  Exercise  Price and the number of shares of Common Stock
issuable upon exercise of this Warrant after giving effect to such adjustment.

SECTION 4.        COVENANTS AS TO COMMON STOCK.

         The Company hereby covenants and agrees as follows:

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

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

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

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

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

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

         (g) The Company shall  maintain the listing of its Common Shares on the
Nasdaq National  Market,  the Nasdaq  SmallCap  Market or a national  securities
exchange prior to the earlier to occur of the Expiration  Date and the date this
Warrant has been exercised in full.

         (h) 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 prior
to the  earlier to occur of the  Expiration  Date and the date this  Warrant has
been exercised in full.

                                       6
<PAGE>

SECTION 5.        TAXES.

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

SECTION 6.        WARRANT HOLDER NOT DEEMED A STOCKHOLDER.

         Except as otherwise  specifically  provided herein, no holder, as such,
of this Warrant shall be entitled to vote or receive  dividends or be deemed the
holder of shares of the Company for any purpose, nor shall anything contained in
this Warrant be construed to confer upon the holder hereof,  as such, any of the
rights of a  stockholder  of the Company or any right to vote,  give or withhold
consent to any corporate  action  (whether any  reorganization,  issue of stock,
reclassification  of stock,  consolidation,  merger,  conveyance or  otherwise),
receive  notice of  meetings,  receive  dividends  or  subscription  rights,  or
otherwise,  prior to the  issuance to the holder of this  Warrant of the Warrant
Shares which he or she is then entitled to receive upon the due exercise of this
Warrant.  Notwithstanding this SECTION 6, the Company will provide the holder of
this Warrant with copies of the same notices and other  information given to the
stockholders of the Company generally, contemporaneously with the giving thereof
to the stockholders.

SECTION 7.        REPRESENTATIONS OF HOLDER.

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

SECTION 8.        OWNERSHIP AND TRANSFER.

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

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

                                       7
<PAGE>

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

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

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

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

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

                                       8
<PAGE>

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

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

SECTION 11.       NOTICES.

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

                  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

                  With copies to:

                  Stoel Rives, LLP
                  210 South Main Street
                  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

                                       9
<PAGE>

                  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 to such other address and/or facsimile number and/or to the attention of such
other person as the recipient  party has specified by prior written notice given
to each  other  party  five days  prior to the  effective  date of such  change.
Written  confirmation  of receipt  (A) given by the  recipient  of such  notice,
consent,  waiver or other  communication,  (B)  mechanically  or  electronically
generated by the sender's facsimile machine containing the time, date, recipient
facsimile  number  and an image of the first  page of such  transmission  or (C)
provided  by  a  nationally  recognized  overnight  delivery  service  shall  be
rebuttable evidence of personal service,  receipt by facsimile or receipt from a
nationally  recognized overnight delivery service in accordance with clause (i),
(ii) or (iii) above, respectively.


SECTION 12.       DATE.

         The date of this  Warrant is December 28, 2001.  This  Warrant,  in all
events, shall be wholly void and of no effect after the close of business on the
Expiration Date, except that  notwithstanding  any other provisions  hereof, the
provisions of SECTION 8 shall  continue in full force and effect after such date
as to any Warrant  Shares or other  securities  issued upon the exercise of this
Warrant.

SECTION 13.       AMENDMENT AND WAIVER.

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

SECTION 14.       DESCRIPTIVE HEADINGS; GOVERNING LAW.

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

SECTION 15.       SUCCESSORS AND ASSIGNS.

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

                                       10
<PAGE>

SECTION 16.       LIMITATION ON NUMBER OF WARRANT SHARES.

         The  Company  shall not be  obligated  to issue  more than 19.9% of its
total  outstanding  shares of Common Stock upon  exercise or  conversion  of all
instruments and rights,  including this Warrant,  issued to the Holder under the
Securities  Purchase  Agreement dated December 15, 2000 or the Note  Termination
and Issuance  Agreement  dated  December 28, 2001,  except that such  limitation
shall  not apply in the event  that the  Company  obtains  the  approval  of its
stockholders  as  required by the  Principal  Market (or any  successor  rule or
regulation)  for  issuances of Common  Stock in excess of such amount.  Upon the
holder's  request,  the Company shall seek approval of its  Stockholders  at its
next  annual  meeting of  Stockholders  for the  issuance  of 20% or more of its
Common  Stock  upon the  earlier to occur of the actual  issuance  of  3,000,000
shares under the documents  identified in the preceding  sentence.  In the event
the  Company  is  prohibited  from  issuing  Warrant  Shares  as a result of the
operation of this SECTION 16, upon exercise of the  Warrants,  the Company shall
redeem for cash those Warrant  Shares which can not be issued,  at a price equal
to the  difference  between  the  last  reported  sale  price  (as  reported  by
Bloomberg)  and the Exercise  Price of such Warrant Shares as of the date of the
attempted exercise.







                                                     ALTAIR INTERNATIONAL, INC.



                                                     By:  _____________________
                                                     [Name]
                                                     [Title]



                                       11
<PAGE>

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

                                SUBSCRIPTION FORM

        TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS WARRANT

                           ALTAIR INTERNATIONAL, Inc.

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


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

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

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

Date: _______________ __, ______



Name of Registered Holder

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


                                       12
<PAGE>

                                                            EXHIBIT B TO WARRANT
                                                            --------------------

                              FORM OF WARRANT POWER


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


Dated:  _________, ____




                                      __________________________________

                                      By:  _____________________________
                                      Its: _____________________________




                                       13