Exhibit 4.1


                                     WARRANT

THE SECURITIES  REPRESENTED BY THIS WARRANT HAVE NOT BEEN  REGISTERED  UNDER THE
SECURITIES  ACT OF 1933,  AS  AMENDED  (THE "1933  ACT"),  OR  APPLICABLE  STATE
SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE
OFFERED FOR SALE,  SOLD,  TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE
REGISTRATION  STATEMENT  FOR THE  SECURITIES  UNDER THE 1933 ACT, OR  APPLICABLE
STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL IN FORM,  REASONABLY  ACCEPTABLE
TO THE ISSUER THAT  REGISTRATION  IS NOT  REQUIRED  UNDER THE 1933 ACT OR UNLESS
SOLD  PURSUANT TO RULE 144 UNDER SAID ACT. ANY SUCH OFFER,  SALE,  ASSIGNMENT OR
TRANSFER MUST ALSO COMPLY WITH THE APPLICABLE STATE SECURITIES LAWS.

THE  SECURITIES  REPRESENTED  BY THIS  CERTIFICATE  MAY NOT BE OFFERED FOR SALE,
SOLD,  TRANSFERRED OR ASSIGNED TO ANY RESIDENT OF CANADA ON OR BEFORE  SEPTEMBER
10, 2002.

                            ALTAIR INTERNATIONAL INC.

                        WARRANT TO PURCHASE COMMON STOCK

Warrant No.: ___                                   Number of Shares: _______

Date of Original Issuance: May 7, 2002

Altair  International  Inc., a  corporation  incorporated  under the laws of the
Province of Ontario  (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,  ___________________,  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 on or after the date hereof,  but not after 11:59
p.m.    Central   Time   on   the   Expiration    Date   (as   defined   herein)
____________________  (________) fully paid nonassessable shares of Common Stock
(as defined herein) of the Company (the "Warrant  Shares") at the purchase price
per share provided in Section 1(b) below.

Section 1.

     (a)  Securities  Purchase  Agreement.  This  Warrant is one of the Warrants
issued pursuant to the terms of that certain Securities Purchase Agreement dated
as of May 7, 2002,  among the  Company and the Buyers  referred to therein  (the
"Securities Purchase Agreement").

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

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     (i) "Common Stock" means (i) the Company's  common stock,  no par value and
(ii) any capital  stock into which such Common  Stock shall have been changed or
any capital stock resulting from a reclassification of such Common Stock.

     (ii)  "Convertible  Securities"  means any stock or securities  (other than
Options)  directly or indirectly  convertible  into or  exchangeable  for Common
Stock.

     (iii) "Expiration Date" means the date five (5) years from the date of this
Warrant or, if 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.

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

     (v)  "Person"  means  an  individual,   a  limited  liability   company,  a
partnership,  a  joint  venture,  a  corporation,  a  trust,  an  unincorporated
organization and a government or any department or agency thereof.

     (vi)  "Principal  Market"  means  the  Nasdaq  National  Market  or  Nasdaq
Small-Cap Market.

     (vii)  "Securities  Act"  means the  Securities  Act of 1933,  as  amended.
--------------

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

     (ix) "Warrant Exercise Price" means $1.13.

Section 2.        Exercise of Warrant.
                  -------------------

     (a)  Subject  to  the  terms  and  conditions  hereof,   including  without
limitation  Section  2(e) below,  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. Central 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) (A)  payment to the  Company of an amount  equal to the 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  or (B) by
notifying the Company that it should  subtract from the number of Warrant Shares
issuable to the holder upon such  exercise an amount of Warrant  Shares having a
last  reported  sale price (as reported by  Bloomberg)  on the date  immediately
preceding the date of the  subscription  notice equal to the Aggregate  Exercise
Price of the  Warrant  Shares  for which  this  Warrant  is being  exercised  (a
"Cashless Exercise") (provided, however, that such Cashless Exercise may only be
conducted on or after May 7, 2003) and (iii) the  surrender to a common  carrier

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<PAGE>

for delivery to the Company as soon as  practicable  following  such date,  this
Warrant (or an indemnification undertaking and bond 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  7 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 two
(2) business  days,  after the  Company's  receipt of the Exercise  Notice,  the
Aggregate Exercise Price and this Warrant (or an indemnification undertaking and
bond  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 or notification to the Company of a Cashless
Exercise  referred to in clause (ii)(B) 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.  In the case of a
dispute as to the determination of the Warrant Exercise Price, the Company shall
promptly  issue to the holder  the number of shares of Common  Stock that is not
disputed and shall submit the disputed determinations or arithmetic calculations
to the  holder via  facsimile  within  two (2)  business  days of receipt of the
holder's  subscription notice. If the holder and the Company are unable to agree
upon the  determination of the Warrant Exercise Price or arithmetic  calculation
of  the  Warrant   Shares   within  two  (2)  business  days  of  such  disputed
determination or arithmetic  calculation being submitted to the holder, then the
Company shall immediately submit via facsimile (i) the disputed determination of
the Warrant Exercise Price to an independent,  reputable investment banking firm
or (ii)  the  disputed  arithmetic  calculation  of the  Warrant  Shares  to its
independent,  outside accountant. The Company shall cause the investment banking
firm or the  accountant,  as the case may be, to perform the  determinations  or
calculations  and notify the Company and the holder of the results no later than
forty-eight (48) hours from the time it receives the disputed  determinations or
calculations.  Such investment  banking firm's or accountant's  determination or
calculation,  as the case may be,  shall be deemed  conclusive  absent  manifest
error and the Company shall be liable for the costs and expenses related to such
determination or calculation.

     (b) 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 exercised
except it shall  represent  rights to  purchase  the  number of  Warrant  Shares
purchasable  immediately  prior to such exercise  under this Warrant  exercised,
less the  number of  Warrant  Shares  with  respect  to which  such  Warrant  is
exercised.

     (c) 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.

     (d) If the  Company  shall fail for any reason or for no reason to issue to
the holder on a timely basis as described in this Section 2, a  certificate  for
the number of shares of Common  Stock to which the holder is  entitled  upon the

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<PAGE>

holder's  exercise of this  Warrant or 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 or the
Securities  Purchase  Agreement  or otherwise  available to such holder,  pay as
additional  damages  in cash to such  holder  on each day the  issuance  of such
Common  Stock  certificate  or new  Warrant,  as the case may be, is not  timely
effected an amount equal to 0.25% 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 (B) the  average of the  closing  bid price 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.

     (e) The Company  shall not affect any exercise of any Warrant and no holder
of any Warrant shall have the right to exercise any Warrant  pursuant to Section
2 to the extent that after giving effect to such exercise such Person  (together
with such Person's  affiliates) (A) would  beneficially own in excess of 4.9% of
the outstanding shares of the Common Stock following such exercise and (B) would
have acquired,  through exercise of any Warrant or otherwise,  in excess of 4.9%
of the outstanding shares of the Common Stock following such exercise during the
60-day period ending on and including  such exercise  date.  For purposes of the
foregoing sentence, the number of shares of Common Stock beneficially owned by a
Person and its  affiliates  or acquired by a Person and its  affiliates,  as the
case may be, shall  include the number of shares of Common Stock  issuable  upon
exercise  of the  Warrants  with  respect  to which  the  determination  of such
sentence is being made,  but shall  exclude the number of shares of Common Stock
which  would be issuable  upon (i)  exercise  of the  remaining,  nonexercisable
Warrants  beneficially owned by such Person and its affiliates and (ii) exercise
or conversion of the unexercised or unconverted  portion of any other securities
of the Company  subject to a limitation on  conversion or exercise  analogous to
the  limitation  contained  herein  beneficially  owned by such  Person  and its
affiliates.  Except as set forth in the preceding sentence, for purposes of this
Section 2(e),  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
shall constitute a representation  by the holder submitting such Exercise Notice
that,  after  giving  effect to such  Exercise  Notice,  (A) the holder will not
beneficially  own (as  determined in accordance  with this Section 2(e)) and (B)
during the 60-day period ending on and including  such exercise date, the holder
will not have acquired,  through exercise of any Warrant or otherwise,  a number
of shares of Common Stock in excess of 4.9% of the outstanding  shares of Common
Stock as reflected in the  Company's  most recent Form 10-Q or Form 10-K, as the
case may be, or more recent  public press  release or other public notice by the
Company  setting  forth the number of shares of Common  Stock  outstanding,  but
after giving  effect to exercise of any Warrant by such holder since the date as
of which such number of outstanding shares of Common Stock was reported.

     (f) The Company  shall not be  obligated  to issue any Warrant  Shares upon
exercise of this  Warrant if the  issuance of such shares of Common  Stock would
cause the  Company to exceed  that  number of shares of Common  Stock  which the
Company may issue upon  exercise of this Warrant (the  "Exchange  Cap")  without
breaching the Company's  obligations under the rules or regulations of Principal
Market,  except  that such  limitation  shall  not  apply in the event  that the
Company  (a)  obtains  the  approval  of its  stockholders  as  required  by the
Principal  Market (or any successor rule or regulation)  for issuances of Common


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<PAGE>


Stock in excess of such amount or (b)  obtains a written  opinion  from  outside
counsel to the Company that such approval is not  required,  which opinion shall
be reasonably satisfactory to the holders of Warrants representing a majority of
the Warrant  Shares then issuable upon exercise of outstanding  Warrants.  Until
such approval or written  opinion is obtained,  the holder of this Warrant shall
not be  issued,  upon  exercise  of this  Warrant,  Warrant  Shares in an amount
greater  than the product of (i) the Exchange  Cap amount  multiplied  by (ii) a
fraction,  the numerator of which is the number of shares of Common Stock issued
to such holder (or predecessor in interest) pursuant to the Securities  Purchase
Agreement  and the  denominator  of which is the  aggregate  amount of shares of
Common  Stock  issued to the  Buyers  (as  defined  in the  Securities  Purchase
Agreement)  pursuant  to the  Securities  Purchase  Agreement.  In the event the
Company is prohibited  from issuing  Warrant Shares as a result of the operation
of this Section 2(f), at the sole  discretion of the holder hereof,  the Company
shall redeem for cash those  Warrant  Shares which cannot be issued,  at a price
equal to the difference  between the closing ask price and the Warrant  Exercise
Price of such Warrant Shares as of the date of the attempted exercise.

     (g)  Legends.  If any  part of  this  Warrant  is  exercised  on or  before
September 10, 2002, the  certificates  representing  Warrant Shares  issuable in
connection with such exercise shall bear a restrictive  legend in  substantially
the following form (and a stop-transfer order may be placed against transfers of
such stock certificates in violation of the terms of such restrictive legend):

         THE SECURITIES  REPRESENTED BY THIS  CERTIFICATE MAY NOT BE OFFERED FOR
         SALE,  SOLD,  TRANSFERRED  OR ASSIGNED TO ANY  RESIDENT OF CANADA ON OR
         BEFORE SEPTEMBER 10, 2002.

The foregoing  legend shall not be placed on certificates  representing  Warrant
Shares  issuable in connection  with any exercise  occurring after September 10,
2002.  With respect to  certificates  representing  Warrant  Shares  bearing the
foregoing  legend,  the Company  shall cause such legend to be removed,  and the
Company  shall  issue a  certificate  without  such  legend to the holder of the
Warrant Shares upon which it is stamped, (i) at the request of the holder at any
time after September 10, 2002 and (ii) in connection with a sale  transaction to
a resident of Canada,  if such holder  provides  the Company  with an opinion of
counsel,  in a  generally  acceptable  form,  to  the  effect  that  such  sale,
assignment  or transfer of the Warrant  Shares may be made without  registration
under governing Canadian securities laws.

     Section 3. Covenants as to Common Stock.  The Company hereby  covenants and
agrees as follows:

         (a) This  Warrant is, and any  Warrant  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


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<PAGE>


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 United  States
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 United States  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 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) If the  Company  does not  deliver  certificates  representing  the
Warrant  Shares by the third  (3rd)  trading  day after  delivery of an Exercise
Notice by a holder of a  Warrant,  such  holder  shall be  entitled,  by written
notice to the Company at any time on or before its receipt of such  certificates
thereafter, to rescind such exercise.

         (h)  If  the  Company  fails  to  issue  to  the  applicable  holder  a
certificate,  without  the legend set forth in  Section  2(g) of the  Securities
Purchase  Agreement,  if such legend is not required by  applicable  law, by the
third (3rd) trading day after the request  thereof by such holder,  and if after
such  third  (3rd)  trading  day  such  holder  purchases  (in  an  open  market
transaction  or  otherwise)  shares of common stock of the Company to deliver in
satisfaction of a sale by such holder of the shares that such holder anticipated
receiving  from the Company,  then the Company  shall,  within three (3) trading
days after such holder's  request (i) pay cash to such holder in an amount equal
to the  excess  (if  any) of  such  holder's  total  purchase  price  (including
brokerage commissions,  if any) for the shares of common stock of the Company so
purchased  over the product of (A) such  number of shares of common  stock times
(B) the closing sale price of the Company  common stock on the date of the event
giving rise to the  Company's  obligation to deliver such  certificate  and (ii)
promptly  honor its  obligation  to  deliver  to such  holder  the  certificates
representing Company common stock.

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<PAGE>

     Section 4.  Taxes.  The  Company  shall pay any and all taxes  which may be
payable  with  respect to the  issuance  and  delivery  of Warrant  Shares  upon
exercise of this Warrant.

     Section 5.  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.  In addition,
nothing contained in this Warrant shall be construed as imposing any liabilities
on such holder to purchase  any  securities  (upon  exercise of this  Warrant or
otherwise)  or as a stockholder  of the Company,  whether such  liabilities  are
asserted by the Company or by  creditors of the  Company.  Notwithstanding  this
Section 5, 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 6.  Representations of Holder.  The holder of this Warrant,  by the
acceptance  hereof,  represents  that it is  acquiring  this Warrant 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,  except
pursuant to sales  registered or exempted  under the Securities  Act;  provided,
however, that by making the representations herein, the holder does not agree to
hold this Warrant for any minimum or other  specific term and reserves the right
to  dispose of this  Warrant at any time in  accordance  with or  pursuant  to a
registration  statement or an exemption  under the Securities Act. 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.

     Section 7. 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 7(c) below.

         (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 state
securities laws, and may not be offered for sale, sold,  assigned or transferred
unless (a)  subsequently  registered  thereunder,  or (b) such holder shall have


                                       8
<PAGE>

delivered to the Company an opinion of counsel, in generally acceptable form, 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 or the rules and  regulations  of the  Securities and
Exchange  Commission  thereunder;  and (ii)  neither  the  Company nor any other
person is under any obligation to register the Warrants 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 dated May
7, 2002 by and between the Company and the Buyers listed on the  signature  page
thereto (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 8. Mandatory Exercise. On any Notification Date (as defined below),
the Company may request that the holder of this Warrant exercise this Warrant in
whole but not in part (the  "Mandatory  Exercise")  within  twenty (20) business
days after the date the Mandatory Exercise Notice (as defined below) is received
by the holder of this Warrant by  delivering  a written  notice to the holder at
such  address as such holder  shall have  provided  to the  Company  pursuant to
Section 11 hereof (the  "Mandatory  Exercise  Notice").  The Mandatory  Exercise
Notice shall set forth the Warrant Exercise Price then in effect and the closing
price of a share of Company common stock on each of the twenty (20)  consecutive
trading days immediately preceding the date of the Mandatory Exercise Notice and
shall state that this Warrant must be exercised in conformity  with this Section
8 within twenty (20) business days.  Within ten (10) calendar days of receipt of
a Mandatory  Exercise  Notice,  the holder shall deliver a written notice to the
Company (the "Participation  Notice"),  stating whether or not the holder agrees
to  participate  in  such  Mandatory  Exercise.  If  the  holder  states  in its
Participation  Notice  that  it  elects  not to  participate  in  the  Mandatory
Exercise,  or if the holder fails to deliver a  Participation  Notice within the
time period  specified in this Section 8, then (a) the holder shall forfeit such
holder's rights,  title and interest under this Warrant,  (b) this Warrant shall
be deemed  terminated and (c) the holder shall deliver to the Company within two
(2) business days of the date of such holder's Participation Notice this Warrant
marked  "cancelled."  If the holder states in its  Participation  Notice that it
elects to  participate  in the  Mandatory  Exercise,  then this Warrant shall be
deemed to be  exercised  without  any  further  action on the part of the holder
hereof  pursuant  to this  Section 8 for all of the  Warrant  Shares that can be
obtained  pursuant to such exercise on the twentieth  (20th)  business day after
the Mandatory  Exercise  Notice or such earlier  date, if any,  specified in the
Mandatory  Exercise Notice (the "Automatic  Mandatory  Exercise  Date"),  unless
prior to noon Central Time on the Automatic  Mandatory Exercise Date, the holder


                                       9
<PAGE>


shall have exercised  this Warrant in whole,  but not in part, in the manner set
forth in Section 2 hereof.  Notwithstanding the foregoing, no Mandatory Exercise
may occur unless at all times from the  Notification  Date through the Automatic
Mandatory  Exercise  Date:  (i) the  Registrable  Securities  (as defined in the
Registration  Rights Agreement) shall be listed on the Principal Market and (ii)
a  Registration  Statement  (as defined in the  Registration  Rights  Agreement)
covering all Registrable  Securities (A) is effective,  (b) does not require any
amendment or supplement and (C) discloses  directly or through  incorporation by
reference  all  material  facts  relating  to the  Company  and the  Registrable
Securities.  For purposes of this Section 8, "Notification  Date" shall mean any
business day prior to the  Expiration  Date which  business  day is  immediately
preceded by twenty (20)  consecutive  trading  days on each of which the closing
sale price for the common  stock of the  Company  was  greater  than two hundred
fifty percent (250%) of the Warrant Exercise Price.

     Section   9.    Purchase    Rights;    Reorganization,    Reclassification,
Consolidation, Merger or Sale.

         (a) If at any time the  Company  grants,  issues or sells any  Options,
Convertible  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 holders of Warrants representing a majority of the shares of
Common Stock  obtainable  upon  exercise of the Warrants  then  outstanding)  to
deliver to each holder of Warrants in exchange for such Warrants,  a security of
the Acquiring Entity evidenced by a written instrument  substantially similar in
form and  substance  to this  Warrant  and  satisfactory  to the  holders of the
Warrants  (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 Warrants,  if the value so reflected is less
than  the  Warrant   Exercise  Price  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 holders of Warrants representing a majority of the shares of
Common Stock  obtainable  upon  exercise of the Warrants  then  outstanding)  to
insure that each of the holders of the Warrants 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  Warrants,  such shares of stock,  securities  or


                                       10
<PAGE>

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 such holder's  Warrant
as of the  date  of  such  Organic  Change  (without  taking  into  account  any
limitations or restrictions on the exerciseability of this Warrant).

         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  and  bond,  issue  a new  Warrant  of  like
denomination and tenor as this Warrant so lost, stolen, mutilated or destroyed.

         Section  11.   Notice.   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.
                  1725 Sheridan Avenue, Suite 140
                  Cody, Wyoming  82414
                  Telephone:        (307) 587-8245
                  Facsimile:        (307) 587-8357
                  Attention:        William P. Long, Chief Executive Officer

With a copy to:

                  Altair International Inc.
                  230 South Rock Blvd, Suite 21
                  Reno, Nevada  89502
                  Telephone:        (775) 837-1966
                  Facsimile:        (775) 857-1920
                  Attention:        Edward Dickinson, Chief Financial Officer

                  Stoel Rives LLP
                  201 South Main Street
                  Suite 1100

                  Telephone:         (801) 578-6908
                  Facsimile:         (801) 578-6999
                  Attention:         Bryan T. Allen, Esq.

If to a holder of this Warrant,  to it at the address and  facsimile  number set
forth on the  Schedule  of Buyers to the  Securities  Purchase  Agreement,  with
copies to such holder's representatives as set forth on such Schedule of Buyers,
or at such other address and facsimile as shall be delivered to the Company upon




                                       11
<PAGE>

the  issuance or transfer of this  Warrant.  Each party shall  provide  five (5)
days'  prior  written  notice to the other  party of any  change in  address  or
facsimile number.  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.  Amendments.  This  Warrant  and any  term  hereof  may be
changed,  waived,  discharged  or  terminated  only by an  instrument in writing
signed by the party or holder hereof  against which  enforcement of such change,
waiver, discharge or termination is sought.

         Section  13.  Date.  The  date of this  Warrant  is May 7,  2002.  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 7 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 14. Amendment and Waiver.  Except as otherwise provided herein,
the  provisions  of the  Warrants  may be amended  and the  Company may take any
action  herein  prohibited,  or omit to perform  any act herein  required  to be
performed  by it, only if the Company has  obtained  the written  consent of the
holders  of  Warrants  representing  a majority  of the  shares of Common  Stock
obtainable upon exercise of the Warrants then outstanding; provided that no such
action may increase the Warrant  Exercise  Price of the Warrants or decrease the
number of shares or class of stock  obtainable  upon  exercise  of any  Warrants
without the written consent of the holder of such Warrant.

         Section  15.  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.  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.

                                   * * * * * *

                                       12
<PAGE>


This  Warrant  has been duly  executed  by the  Company as of the date first set
forth above.

ALTAIR INTERNATIONAL INC.

By: _________________________________
Name:
Title:


                                       13
<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.,  a
corporation  incorporated  under  the  laws  of the  Province  of  Ontario  (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.       Form of Warrant  Exercise  Price.  The Holder intends
that payment of the Warrant Exercise Price shall be made as:

                  a.       "Cash Exercise" with respect to ____________  Warrant
Shares; and/or

                  b.       "Cashless   Exercise"   with  respect  to  __________
Warrant Shares.

                  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: ____________ __, 200_

Name of Registered Holder:

[---------------------------]


By: ______________________________
Name:
Title:


                                       14
<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.,  a
corporation incorporated under the laws of the Province of Ontario,  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:  _________, 200_

[---------------------------]

By: ______________________________
Name:
Title:

                                       15
PAGE>