June 7, 2001




Altair International Inc.
Mineral Recovery Systems, Inc.
Fine Gold Recovery Systems, Inc.
1725 Sheridan Avenue, Suite 140
Cody, Wyoming  82414
Facsimile No. (307) 587-8357
Attn: William P. Long

         Re:      Amendment  of  Certain   Agreements   Related  to   $7,000,000
                  Asset-Backed Exchangeable Term Note

Mr. Long:

         This letter sets forth the  agreement  (the  "Amendment")  among Altair
International Inc., an Ontario corporation ("Altair"), Mineral Recovery Systems,
Inc., a Nevada corporation ("MRS"),  Fine Gold Recovery Systems,  Inc., a Nevada
corporation  ("Fine  Gold";  and  together  with  Altair  and MRS,  the  "Altair
Parties")  and  Doral  18,  LLC,  a Cayman  Islands  limited  liability  company
("Doral"),  regarding the $7,000,000  Asset-Backed  Exchangeable Term Note dated
December 15, 2000 (the "Note") made by the Altair Parties in favor of Doral, the
Securities Purchase Agreement dated December 15, 2000 (the "Purchase Agreement")
between Doral and Altair,  the Stock Pledge  Agreement  dated  December 15, 2000
(the "Pledge  Agreement")  between Doral and Altair, and the Registration Rights
Agreement  dated December 15, 2000 (the  "Registration  Rights  Agreement";  and
collectively with the Note, the Purchase Agreement and the Pledge Agreement, the
"Agreements") between Doral and Altair. For ease of reference, capitalized terms
used without  separate  definition in this Amendment shall have the meanings set
forth in the Agreements. Now therefore, in consideration of the mutual covenants
set forth herein, the Altair Parties and Doral hereby agree as follows:

         1.       Amendments to Agreements.
                  ------------------------

                  (a)      Accrual  Provisions.  Section 2(b)(iv) of the Note is
deleted in its entirety and the following is inserted in its stead:

                           (iv)   Accrual.   Notwithstanding   anything  to  the
                           contrary in this Note,  during the period  commencing
                           on the Effective Date and continuing  until the later
                           of June 29,  2001 and the  fifth  day  following  the
                           effective   date   of  the   registration   statement
                           contemplated  by the  Registration  Rights  Agreement
                           (the "Registration  Statement"),  if the Consolidated
                           Companies do not pay on or before the  applicable Due
                           Date any portion of the Monthly  Payment  Amount that
                           would  otherwise  be  due  and  payable,  the  unpaid
                           portion  of  such   Monthly   Payment   Amount   will
                           automatically  accrue and the Consolidated  Companies
                           shall have no obligation to pay such Monthly  Payment
                           Amounts  during  such  period.   By  providing  Doral
                           written notice and the payment specified below at any
                           time on or before the later of June 29,  2001 and the
                           fifth  day  following  the  effective   date  of  the
                           Registration  Statement,  the Consolidated  Companies
                           shall  have  the  option  to  redeem  not  more  than

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                           $1,652,252.43  and  not  less  than  $500,000  of the
                           unpaid  Monthly  Payment  Amounts  that have  accrued
                           during  the  period   identified   in  the  preceding
                           sentence;  provided,  however,  in order to reflect a
                           10%  redemption  premium,  for each  $100 paid by the
                           Consolidated  Companies  to  redeem  accrued  Monthly
                           Payment Amounts, such accrued Monthly Payment Amounts
                           will be reduced by only  $90.9091.  (For example,  if
                           the  Consolidated   Companies  pay  $1,000,000,   the
                           accrued  Monthly  Payment  Amounts will be reduced by
                           $909,091.)   Any   amounts   not   redeemed   by  the
                           Consolidated Companies on or before 5:00 P.M. Eastern
                           Time on the later of June 29,  2001 and the fifth day
                           following  the  effective  date  of the  Registration
                           Statement  shall   immediately   become   convertible
                           pursuant to Section 2(b)(i) of the Purchase Agreement
                           at the applicable Exchange Price (except as set forth
                           in  paragraph  2(e)  below).  All payments of accrued
                           Monthly   Payment   Amounts   shall  be   applied  in
                           chronological   order  (e.g.  applied  first  to  the
                           Monthly  Payment Amount  outstanding  for the longest
                           period,  next to Monthly  Payment Amount  outstanding
                           for the next longest period, etc.)

                  (b)      Registration Deadlines.
                           ----------------------

                           (i)      Section  2(f)  of  the  Registration  Rights
Agreement  is deleted in its  entirety,  and the  following  is  inserted in its
stead:

                                    (f)  Penalty for No  Effective  Registration
                                    Statement.   In  the   event   the   initial
                                    Registration Statement has not been declared
                                    effective  by the SEC on or before  July 31,
                                    2001, Altair shall pay to Investor a penalty
                                    by  (i)  granting  to  the  Investor  75,000
                                    warrants to purchase common shares of Altair
                                    at an exercise  price of $3.00 per share and
                                    (ii)  granting to the Investor an additional
                                    number of warrants to purchase common shares
                                    of Altair at an exercise  price of $3.00 per
                                    share,  which  number  shall be equal to the
                                    product of (A) 100,000 and (B) the  quotient
                                    obtained by dividing  (1) the number of days
                                    between  July 31, 2000 and the date on which
                                    the   Registration   Statement  is  declared
                                    effective  by (2) 31.  Except as provided in
                                    the   preceding   sentence,   the  form  and
                                    substance  of the  such  warrants  shall  be
                                    identical to the Warrants (as defined in the
                                    Purchase   Agreement).    If   the   initial
                                    Registration Statement has not been declared
                                    effective by the SEC on or before August 31,
                                    2001, an event of default shall be deemed to
                                    have occurred  under the Note,  and interest
                                    payable  under the Note shall  accrue at the
                                    default interest rate.

                           (ii)     The last  sentence  of  Section  2(a) of the
Registration Rights Agreement is hereby amended to read as follows: "The Company
shall use its best efforts to have the Registration Statement declared effective
by the SEC as soon as practicable, but in no event later than August 31, 2001.

                           (iii)    Section  11(a)(i)  of  the  Note  is  hereby
amended to read as follows: "(i) failure of the Company's Registration Statement
to be declared effective on or before August 31, 2001."

                  (c)  Redemption  Cap.  Upon the  payment  by the  Consolidated
Companies of $1,000,000 in accrued  Monthly Payment Amounts  pursuant to Section
1(a)(iv) above, Section 4(b) of the Note shall be deleted in its entirety.

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The words "Optional Monthly  Redemption Right" in Section 4(c) of the Note shall
be replaced with "Optional  Monthly  Redemption."  The words "Effective Date" in
the second  sentence of Section  2(b)(i) of the Note shall be replaced  with the
words "Issuance Date." The parties agree and acknowledge  that,  notwithstanding
the deletion of Section  4(b),  Altair  retains the right to redeem each Monthly
Payment Amount on or before each Due Date as provided in Section  2(b)(i) of the
Note, as amended hereby.

                  (d)  Extension  of Pledge  Agreement.  Section 8 of the Pledge
Agreement is deleted in its entirety and the following is inserted in its stead:

                  8. Termination of Pledge Agreement.  The Pledgee shall deliver
                  to the  Pledgor  the  Collateral  in its  possession  and this
                  Agreement  thereupon  shall be terminated upon the earliest to
                  occur of (i) the date upon which the  inception-to-date  gross
                  revenues of the Pledgor  exceed  $3,000,000,  or (ii) the date
                  upon which the amount of principal  outstanding under the Note
                  (excluding  any  portion  of  the  Note  that  is  secured  or
                  collateralized by the letter of credit) is equal to $2,225,000
                  or less.

         2.       Additional Covenants.
                  --------------------

                  (a)  Sale of Remaining Call Shares;  Payment Credit.  Pursuant
to Section 7.13 of the Purchase Agreement,  Doral received 247,678 common shares
of  Altair  ("Call  Shares"),  a  portion  of which it has sold  pursuant  to an
existing registration  statement on Form S-3. Of the original Call Shares, Doral
is  currently  holding  51,206 Call  Shares.  As of the date of this  Amendment,
whether  or  not  Doral  has  actually  sold  the  remaining   Call  Shares  and
notwithstanding  anything in the Agreements to the contrary,  (i) the option set
forth in Section 7.12 of the Purchase Agreement shall terminate, and (ii) Altair
shall be deemed to have paid $106,150.04  (based upon the current Exchange Price
of $2.073) to satisfy the entire interest  portion of the Monthly Payment Amount
due on June 15, 2001, with any amount in excess of the required interest portion
of such Monthly  Payment Amount to be applied  against the principal  balance of
the Note.

                  (b)  Special Meeting To Approve Transaction. Upon request made
by Doral on or before September 30, 2001,  Altair shall take all steps necessary
to notice and convene a special  meeting of  shareholders  on or before December
31, 2001 in order to seek shareholder  approval of the transaction  contemplated
and  effected by the  Agreements,  including  the  potential  issuance of common
shares of Altair in excess of 20% of the outstanding common shares of Altair.

                  (c)  Waiver  of  Penalty  Payments;   Issuance  of  Additional
Warrants.  Altair  shall  grant to Doral  warrants to  purchase  150,000  common
shares.  Except for the number of such warrants,  the form and substance of such
warrants shall be identical to the Warrants. Upon Altair's grant of the warrants
described  in  the  preceding  sentence,  Altair  shall  be  released  from  any
obligation to pay the penalties contemplated by Section 2(f) of the Registration
Rights  Agreement  and  Section  11(a)(i)  of the Note,  each as amended by this
Amendment,  for all periods prior to July 31, 2001. Further in exchange for such
grant, Doral hereby waives any fee or penalty that may have accrued, or that may
accrue,  as a result of Altair's  Registration  Statement  on Form S-3 (File No.
333-54902) not going effective on or before July 31, 2001.

                  (d)  Clawback on Held  Shares.  In addition to the warrants to
be granted under the preceding  subparagraph  2(c),  Altair shall grant to Doral
warrants to purchase an additional 150,000 common shares.  Except for the number
of such warrants,  the form and substance of such warrants shall be identical to
the Warrants. In exchange for Altair's grant of such warrants, Doral agrees that

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if, at any time,  (i) it obtains a right to  exchange  any  Exchange  Amount for
common shares (an "Exchange Right"),  and (ii) it fails to exercise 100% of such
Exchange  Right  within  90  days  of  the  date  such  Exchange  Right  becomes
exercisable, Altair shall automatically have an option to redeem the unexercised
portion  of such  Exchange  Right  at a price  equal to the  product  of (A) the
Exchange Amount  attributable  to the unexercised  portion of the Exchange Right
and (B) 1.05.

                  (e)  Exchange  of  Shares  for  Indebtedness.  Notwithstanding
anything in the Note to the  contrary,  the Exchange  Price for the first 30,000
common shares that Doral  receives upon  exercise of the  conversion  rights set
forth in Section 2(b)(i) of the Note shall be equal to the lesser of (1) $2.073,
and (2) the  applicable  Exchange  Price,  determined  in  accordance  with  the
provisions of the Note. In addition, if Doral elects to acquire common shares in
transactions with parties other than the Consolidated Companies (which number of
common  shares  shall not exceed  100,000),  and Altair and Doral agree to treat
Doral's  acquisition of such common shares as satisfaction of all or any portion
of an  Exchange  Amount,  the  Exchange  Price to be used  with  respect  to the
exchange of such common shares and the  cancellation of the applicable  Exchange
Amount shall also be equal to the lesser or (1) $2.073,  and (2) the  applicable
Exchange Price, determined in accordance with the provisions of the Note.

         3.       Conflict of Terms.  In the event of any conflicts  between the
terms of this Amendment and any of the  Agreements,  the terms of this Amendment
shall prevail.  Except as amended by this  Amendment,  the Agreements are hereby
ratified and affirmed.

         4.       Miscellaneous  Provisions.  (a) This Amendment is the complete
and  exclusive  agreement  between  the parties  relating to the subject  matter
hereof, and supersedes all prior or contemporaneous  proposals,  understandings,
representations,  warranties, promises and other communications, whether oral or
written,  relating to such subject matter; (b) this Amendment shall be deemed to
have been executed in the State of Illinois and shall be governed by the laws of
the State of Illinois  (regardless of the laws that might otherwise govern under
applicable Illinois principles of conflicts of law); (c) no party may assign its
rights or obligations  under this Amendment  without the express written consent
of the other party;  (d) all notices  shall be in writing and sent by registered
mail,  overnight  mail,  express  courier,  or  transmitted  by facsimile to the
addresses  and  facsimile  numbers  indicated in this  Amendment,  or such other
address as either  party may  indicate  by at least ten (10) days prior  written
notice to the other  party;  (e) this  Amendment  may be  executed  in manual or
electronic  counterparts,  all of which  taken  together  shall form an original
agreement;  and (f) a facsimile  or  electronic  copy of this  Amendment  or any
portion thereof shall be valid as an original.

         If the foregoing  correctly sets forth your understanding and agreement
with respect to the matters set forth herein,  please execute this letter in the
space provided below and return such executed copy to the undersigned.


                                  Doral 18, LLC

                                  By:/s/ David White
                                         David White, Director

                                  Address:
                                  1849 Green Bay Road, Suite 240 Highland Park,
                                  Illinois  60035
                                  Facsimile (847) 681-1541
                                  Attn: David White


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The  undersigned  agree to be bound by the terms and conditions of the foregoing
letter.

Altair International Inc.

By: /s/ William P. Long
-----------------------
        William P. Long
Its:____________________________


Mineral Recovery Systems, Inc.

By: /s/ William P. Long
-----------------------
        William P. Long
Its:____________________________


Fine Gold Recovery Systems, Inc.

By: /s/ William P. Long
-----------------------
        William P. Long
Its:____________________________


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