Exhibit 10.2
                          REGISTRATION RIGHTS AGREEMENT

                  This REGISTRATION RIGHTS AGREEMENT (this  "Agreement"),  dated
as of May 7, 2002,  is entered  into by and among Altair  International  Inc., a
corporation  incorporated  under  the  laws of the  Province  of  Ontario,  with
headquarters  located at 1725 Sheridan  Avenue,  Suite 140, Cody,  Wyoming 82414
(the "Company"),  and the undersigned  buyers (each, a "Buyer" and collectively,
the "Buyers").

                                    WHEREAS:

A. In connection with the Securities Purchase Agreement by and among the parties
dated as of May 7, 2002 (the "Securities Purchase  Agreement"),  the Company has
agreed,  upon the terms and subject to the conditions of the Securities Purchase
Agreement,  (i) to issue and sell to the Buyers shares of the  Company's  common
stock,  no par  value  (the  "Common  Stock")  and (ii) to issue  Warrants  (the
"Warrants")  which will be  exercisable  to purchase  Company  Common Stock (the
"Warrant Shares"); and

B. To  induce  the  Buyers  to  execute  and  deliver  the  Securities  Purchase
Agreement,  the Company has agreed to provide certain  registration rights under
the  Securities  Act  of  1933,  as  amended,  and  the  rules  and  regulations
thereunder, or any similar successor statute (collectively, the "1933 Act"), and
applicable state securities laws.

                  NOW,  THEREFORE,  in  consideration  of the  premises  and the
mutual covenants contained herein and other good and valuable consideration, the
receipt and  sufficiency of which are hereby  acknowledged,  the Company and the
Buyers hereby agree as follows:

1.       DEFINITIONS.
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                  As used in this Agreement,  the following terms shall have the
following meanings:

a. "Investor"  means a Buyer, any transferee or assignee thereof to whom a Buyer
assigns its rights  under this  Agreement  and who agrees to become bound by the
provisions of this Agreement in accordance with Section 10 and any transferee or
assignee  thereof to whom a transferee or assignee assigns its rights under this
Agreement and who agrees to become bound by the  provisions of this Agreement in
accordance with Section 10.

b. "Person" means a corporation,  a limited liability company, an association, a
partnership,  an  organization,  a business,  an individual,  a governmental  or
political subdivision thereof or a governmental agency.

c. "Register," "registered," and "registration" refer to a registration effected
by preparing and filing one or more  Registration  Statements (as defined below)
in  compliance  with the 1933 Act and pursuant to Rule 415 under the 1933 Act or
any  successor  rule  providing for offering  securities  on a continuous  basis
("Rule  415"),  and  the  declaration  or  ordering  of  effectiveness  of  such
Registration   Statement(s)  by  the  United  States   Securities  and  Exchange
Commission (the "SEC").

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d.  "Registrable  Securities"  means the Common  Stock  purchased  by the Buyers
pursuant to the Securities  Purchase  Agreement and the Warrant Shares issued or
issuable upon exercise of the Warrants and any shares of capital stock issued or
issuable  with  respect to such Common  Stock,  Warrants or Warrant  Shares as a
result  of  any  stock  split,  stock  dividend,   recapitalization,   exchange,
anti-dilution rights,  liquidated damages payment or similar event or otherwise,
without regard to any limitation on the exercise of the Warrants.

e. "Registration  Statement" means a registration statement of the Company filed
pursuant to Rule 415 under the 1933 Act.

Capitalized  terms used herein and not otherwise  defined  herein shall have the
respective meanings set forth in the Securities Purchase Agreement.

2.       REGISTRATION.
         ------------

a.  Mandatory  Registration.   The  Company  shall  prepare,  and,  as  soon  as
practicable,  but in no event later than sixty (60) calendar days after the date
hereof,  file with the SEC a Registration  Statement or Registration  Statements
(as is necessary) on Form S-3 (or if such form is  unavailable,  such other form
as is available for registration)  covering the resale of all of the Registrable
Securities.  The initial  Registration  Statement prepared pursuant hereto shall
register for resale at least that number of shares of Company Common Stock equal
to the product of (x) 1.25 and (y) the number of  Registrable  Securities  as of
the date immediately preceding the date the Registration  Statement is initially
filed with the SEC,  subject to  adjustment  as  provided in Section  3(b).  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 one
hundred twenty (120) calendar days after the date hereof.

b.  Piggy-Back  Registrations.  If at any time  prior to the  expiration  of the
Registration  Period (as defined in Section  3(a)) the Company  proposes to file
with  the SEC a  Registration  Statement  relating  to an  offering  for its own
account  or the  account of others  under the 1933 Act of any of its  securities
(other than on Form S-4 or Form S-8 (or their equivalents at such time) relating
to  securities to be issued solely in  connection  with any  acquisition  of any
entity or business or equity securities issuable in connection with stock option
or other  employee  benefit  plans),  the Company  shall  promptly  send to each
Investor  written  notice  of the  Company's  intention  to file a  Registration
Statement and of such  Investor's  rights under this Section 2(b) and, if within
twenty (20) days after receipt of such notice, such Investor shall so request in
writing,  the Company  shall include in such  Registration  Statement all or any
part of the  Registrable  Securities  such Investor  requests to be  registered,
subject  to the  priorities  set  forth  in  Section  2(b)  below.  No  right to
registration  of  Registrable  Securities  under  this  Section  2(b)  shall  be


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construed to limit any registration required under Section 2(a). The obligations
of the  Company  under  this  Section  2(b) may be waived by the  Buyers.  If an
offering in connection with which an Investor is entitled to registration  under
this  Section  2(b)  is an  underwritten  offering,  then  each  Investor  whose
Registrable Securities are included in such Registration Statement shall, unless
otherwise agreed by the Company,  offer and sell such Registrable  Securities in
an underwritten offering using the same underwriter or underwriters and, subject
to the provisions of this  Agreement,  on the same terms and conditions as other
shares of Company  common stock  included in such  underwritten  offering.  If a
registration  pursuant  to this  Section  2(b) is to be an  underwritten  public
offering and the managing  underwriter(s)  advise the Company in writing that in
their  reasonable good faith opinion,  marketing or other factors dictate that a
limitation on the number of shares of Company common stock which may be included
in the  Registration  Statement  is necessary to  facilitate  and not  adversely
affect  the  proposed   offering,   then  the  Company  shall  include  in  such
registration: (1) first, all securities the Company proposes to sell for its own
account;  (2)  second,  up to the  full  number  of  securities  proposed  to be
registered for the account of the holders of securities entitled to inclusion of
their securities in the Registration  Statement by reason of demand registration
rights;  and  (3)  third,  the  securities  requested  to be  registered  by the
Investors  and other  holders  of  securities  entitled  to  participate  in the
registration,  as of the date  hereof,  drawn  from  them pro rata  based on the
number each has requested to be included in such registration.

c.  Allocation of  Registrable  Securities.  The initial  number of  Registrable
Securities  included  in any  Registration  Statement  and each  increase in the
number of Registrable  Securities  included  therein shall be allocated pro rata
among the Investors based on the number of Registrable Securities held, or which
could be held, by each Investor at the time the Registration  Statement covering
such initial  number of Registrable  Securities or increase  thereof is declared
effective by the SEC. In the event that an Investor sells or otherwise transfers
any of such Person's Registrable Securities,  each transferee shall be allocated
a pro rata  portion  of the then  remaining  number  of  Registrable  Securities
included  in such  Registration  Statement  for such  transferor.  Any shares of
Common Stock included in a Registration  Statement and which remain allocated to
any Person which ceases to hold any Registrable Securities shall be allocated to
the remaining Investors,  pro rata based on the number of Registrable Securities
then held by such Investors.

d. Legal Counsel.  Subject to Section 5 hereof,  each Buyer shall have the right
to select one legal counsel to review and oversee any offering  pursuant to this
Section 2 ("Legal Counsel").  The Company shall reasonably  cooperate with Legal
Counsel in performing the Company's obligations under this Agreement.

e.  Ineligibility  for Form S-3. In the event that Form S-3 is not available for
any  registration  of Registrable  Securities  hereunder,  the Company shall (i)
register the sale of the Registrable  Securities on another appropriate form and
(ii)  undertake to register the  Registrable  Securities  on Form S-3 as soon as
such  form  is  available,   provided  that  the  Company  shall   maintain  the
effectiveness of the Registration  Statement then in effect until such time as a
Registration  Statement on Form S-3 covering the Registrable Securities has been
declared effective by the SEC.

f.  Rule  416.  The  Company  and  the  Investors  each  acknowledge  that  each
Registration  Statement  prepared  in  accordance  hereunder  shall  include  an
indeterminate  number of Registrable  Securities  pursuant to Rule 416 under the
1933 Act so as to cover any and all  Registrable  Securities  which  may  become
issuable (i) to prevent dilution resulting from stock splits, stock dividends or
similar   transactions   and  (ii)  if  permitted  by  law,  by  reason  of  the
anti-dilution  provisions contained in the Securities Purchase Agreement and the
Warrants  in  accordance  with the terms  thereof  (collectively,  the "Rule 416
Securities").  In this regard,  the Company agrees to use all reasonable efforts

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to  ensure  that the  maximum  number  of  Registrable  Securities  which may be
registered  pursuant  to  Rule  416  under  the  1933  Act are  covered  by each
Registration  Statement and,  absent  guidance from the SEC or other  definitive
authority  to the  contrary,  the Company  shall use all  reasonable  efforts to
affirmatively  support and to not take any position adverse to the position that
each  Registration  Statement  filed  hereunder  covers  all  of  the  Rule  416
Securities.  If the Company  determines  that the  Registration  Statement filed
hereunder  does not  cover all of the Rule 416  Securities,  the  Company  shall
immediately  (i) provide to each  Investor  written  evidence  setting forth the
basis for the Company's position and the authority therefor and (ii) prepare and
file an amendment to such Registration Statement or a new Registration Statement
in accordance with Section 2(g).

g.  Sufficient  Number of Shares  Registered.  In the event the number of shares
available  under a  Registration  Statement  filed  pursuant to Section  2(a) is
insufficient  to  cover  all  of the  Registrable  Securities  or an  Investor's
allocated  portion of the Registrable  Securities  pursuant to Section 2(c), the
Company  shall  amend the  Registration  Statement,  or file a new  Registration
Statement (on the short form available therefor, if applicable),  or both, so as
to cover at least one hundred  twenty-five  percent  (125%) of such  Registrable
Securities in each case, as soon as practicable, but in any event not later than
fifteen (15) days after the necessity  therefor arises. The Company shall use it
best efforts to cause such amendment and/or new Registration Statement to become
effective as soon as practicable  following the filing thereof.  For purposes of
the foregoing  provision,  the number of shares  available  under a Registration
Statement  shall  be  deemed  "insufficient  to  cover  all of  the  Registrable
Securities" if at any time the number of Registrable  Securities is greater than
the  quotient  determined  by dividing  (i) the number of shares of Common Stock
available  for  resale  under such  Registration  Statement  by (ii)  1.25.  For
purposes  of  the  calculation  set  forth  in  the  foregoing   sentence,   any
restrictions on the exercisability of the Warrants shall be disregarded and such
calculation  shall assume that the Warrants are then  exercisable into shares of
Common Stock.

3.       RELATED OBLIGATIONS.
         -------------------

                  Whenever  an  Investor  has  requested  that  any  Registrable
Securities be registered pursuant to Section 2(b) or at such time as the Company
is obligated to file a  Registration  Statement with the SEC pursuant to Section
2(a) or 2(g),  the Company will use its best efforts to effect the  registration
of the  Registrable  Securities  in  accordance  with  the  intended  method  of
disposition thereof and, pursuant thereto,  the Company shall have the following
obligations:

a.  Registration.  The Company  shall  promptly  prepare and file with the SEC a
Registration  Statement with respect to the Registrable  Securities (on or prior
to the sixtieth (60th)  calendar day after the date hereof for the  registration
of Registrable  Securities pursuant to Section 2(a)) and use its best efforts to
cause such  Registration  Statement  relating to the  Registrable  Securities to
become  effective  as soon as possible  after such filing (but in no event later
than one  hundred  twenty  (120)  calendar  days  after the date  hereof for the
registration of Registrable  Securities pursuant to Section 2(a)), and keep such
Registration  Statement  effective  pursuant  to Rule 415 at all times until the
earlier  of  (i)  the  date  as of  which  the  Investors  may  sell  all of the
Registrable  Securities without restriction  pursuant to Rule 144(k) promulgated
under  the 1933 Act (or  successor  thereto)  or (ii) the date on which  (A) the
Investors  shall have sold all the  Registrable  Securities  and (B) none of the
Warrants  is  outstanding  (the  "Registration   Period"),   which  Registration
Statement  (including  any amendments or  supplements  thereto and  prospectuses

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contained  therein) shall not contain any untrue statement of a material fact or
omit to state a material  fact  required to be stated  therein,  or necessary to
make the statements  therein,  in light of the  circumstances in which they were
made, not misleading.

b.  Amendments.  The Company shall prepare and file with the SEC such amendments
(including   post-effective   amendments)  and  supplements  to  a  Registration
Statement  and  the  prospectus  used  in  connection  with  such   Registration
Statement,  which  prospectus  is to be filed  pursuant to Rule 424  promulgated
under the 1933 Act,  as may be  necessary  to keep such  Registration  Statement
effective at all times during the Registration  Period, and, during such period,
comply with the  provisions of the 1933 Act with respect to the  disposition  of
all Registrable Securities of the Company covered by such Registration Statement
until such time as all of such  Registrable  Securities shall have been disposed
of in  accordance  with the  intended  methods of  disposition  by the seller or
sellers thereof as set forth in such Registration Statement.

c. Legal  Counsel  Review.  The Company shall permit Legal Counsel to review and
comment upon a Registration Statement and all amendments and supplements thereto
at least  four (4) days  prior to their  filing  with the SEC,  and not file any
document in a form to which Legal Counsel reasonably objects.  The Company shall
not submit a request for  acceleration  of the  effectiveness  of a Registration
Statement or any amendment or supplement  thereto  without the prior approval of
Legal Counsel,  which consent shall not be  unreasonably  withheld.  The Company
shall furnish to Legal Counsel,  without charge, (i) any correspondence from the
SEC or the staff of the SEC to the  Company or its  representatives  relating to
any Registration  Statement,  (ii) promptly after the same is prepared and filed
with  the SEC,  one  copy of any  Registration  Statement  and any  amendment(s)
thereto,   including   financial   statements  and   schedules,   all  documents
incorporated   therein  by  reference  and  all  exhibits  and  (iii)  upon  the
effectiveness of any Registration Statement, one copy of the prospectus included
in such Registration Statement and all amendments and supplements thereto.

d.  Disclosure  Materials.  The Company  shall  furnish to each  Investor  whose
Registrable  Securities  are  included in any  Registration  Statement,  without
charge, (i) promptly after the same is prepared and filed with the SEC, at least
one copy of such Registration Statement and any amendment(s) thereto,  including
financial  statements  and  schedules,  all  documents  incorporated  therein by
reference  and all exhibits,  (ii) upon the  effectiveness  of any  Registration
Statement,  ten (10)  copies of the  prospectus  included  in such  Registration
Statement and all  amendments and  supplements  thereto (or such other number of
copies as such Investor may reasonably  request) and (iii) such other documents,
including  copies of any preliminary or final  prospectus,  as such Investor may
reasonably  request from time to time in order to facilitate the  disposition of
the Registrable Securities owned by such Investor.

e. State  Securities  Laws.  The  Company  shall use  reasonable  efforts to (i)
register  and  qualify  the  Registrable  Securities  covered by a  Registration
Statement under such other  securities or "blue sky" laws of such  jurisdictions
in the United States as Legal Counsel or any Investor reasonably requests,  (ii)
prepare   and  file  in  those   jurisdictions,   such   amendments   (including
post-effective   amendments)   and   supplements  to  such   registrations   and
qualifications as may be necessary to maintain the effectiveness  thereof during
the  Registration  Period,  (iii) take such other actions as may be necessary to
maintain such registrations and qualifications in effect at all times during the
Registration  Period and (iv) take all other  actions  reasonably  necessary  or
advisable to qualify the Registrable  Securities for sale in such jurisdictions;
provided,  however,  that  the  Company  shall  not be  required  in  connection
therewith  or as a  condition  thereto  to (x)  qualify  to do  business  in any


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jurisdiction  where it would not  otherwise  be required to qualify but for this
Section 3(e), (y) subject itself to general taxation in any such jurisdiction or
(z) file a general consent to service of process in any such  jurisdiction.  The
Company  shall  promptly  notify  Legal  Counsel  and each  Investor  who  holds
Registrable  Securities of the receipt by the Company of any  notification  with
respect to the suspension of the  registration  or  qualification  of any of the
Registrable  Securities  for sale under the securities or "blue sky" laws of any
jurisdiction  in the  United  States  or its  receipt  of  actual  notice of the
initiation or threatening of any proceeding for such purpose.

f.  Underwriting  Agreement.  In the event  Investors who hold a majority of the
Registrable Securities being offered in the offering select underwriters for the
offering,  the Company  shall enter into and  perform its  obligations  under an
underwriting  agreement,  in  usual  and  customary  form,  including,   without
limitation,  customary  indemnification and contribution  obligations,  with the
underwriters of such offering.

g. Notification.  As promptly as practicable after becoming aware of such event,
the Company  shall  notify  Legal  Counsel  and each  Investor in writing of the
happening  of any  event  as a result  of which  the  prospectus  included  in a
Registration  Statement,  as then in effect,  includes an untrue  statement of a
material fact or omission to state a material fact required to be stated therein
or necessary to make the statements therein, in light of the circumstances under
which they were made,  not  misleading,  and promptly  prepare a  supplement  or
amendment to such  Registration  Statement  to correct such untrue  statement or
omission,  and deliver ten (10) copies of such  supplement or amendment to Legal
Counsel and each  Investor (or such other  number of copies as Legal  Counsel or
such Investor may reasonably  request).  The Company shall also promptly  notify
Legal  Counsel  and  each  Investor  in  writing  (i) when a  prospectus  or any
prospectus  supplement or  post-effective  amendment has been filed,  and when a
Registration  Statement or any  post-effective  amendment  has become  effective
(notification of such effectiveness shall be delivered to Legal Counsel and each
Investor by  facsimile  on the same day of such  effectiveness  and by overnight
mail),  (ii) of any  request  by the  SEC for  amendments  or  supplements  to a
Registration Statement or related prospectus or related information and (iii) of
the Company's  reasonable  determination  that a  post-effective  amendment to a
Registration Statement would be appropriate.

h. Stop-Order and Suspension.  The Company shall use its best efforts to prevent
the  issuance  of any stop  order  or other  suspension  of  effectiveness  of a
Registration  Statement,  or the suspension of the  qualification  of any of the
Registrable  Securities  for sale in any  jurisdiction  and, if such an order or
suspension  is issued,  to obtain the  withdrawal of such order or suspension at
the earliest  possible  moment and to notify Legal Counsel and each Investor who
holds  Registrable  Securities  being sold (and, in the event of an underwritten
offering,  the  managing  underwriters)  of the  issuance  of such order and the
resolution  thereof or its receipt of actual notice of the  initiation or threat
of any proceeding for such purpose.

i.  Requested  Information.  At the request of any  Investor,  the Company shall
furnish to such Investor,  on the date of the  effectiveness of the Registration
Statement  and  thereafter  from time to time on such dates as an  Investor  may
reasonably request (i) if required by an underwriter, a letter, dated such date,
from  the  Company's  independent  certified  public  accountants  in  form  and


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substance as is customarily given by independent certified public accountants to
underwriters in an underwritten public offering,  addressed to the underwriters,
and (ii) if required by an  underwriter,  an opinion,  dated as of such date, of
counsel representing the Company for purposes of such Registration Statement, in
form,  scope and substance as is  customarily  given in an  underwritten  public
offering, addressed to the underwriters and the Investors.

j.  Inspection.  The Company  shall make  available  for  inspection  by (i) any
Investor,  (ii)  Legal  Counsel,  (iii)  any  underwriter  participating  in any
disposition pursuant to a Registration  Statement,  (iv) one firm of accountants
or other agents retained by the Investors and (v) one firm of attorneys retained
by such underwriters  (collectively,  the "Inspectors") all pertinent  financial
and other  records,  and pertinent  corporate  documents  and  properties of the
Company (collectively,  the "Records"),  as shall be reasonably deemed necessary
by each Inspector, and cause the Company's officers,  directors and employees to
supply all  information  which any Inspector may reasonably  request;  provided,
however,  that each Inspector shall hold in strict confidence and shall not make
any disclosure (except to an Investor) or use of any Record or other information
which the  Company  determines  in good faith to be  confidential,  and of which
determination the Inspectors are so notified,  unless (a) the disclosure of such
Records is  necessary  to avoid or correct a  misstatement  or  omission  in any
Registration  Statement  or is  otherwise  required  under the 1933 Act, (b) the
release of such Records is ordered pursuant to a final,  non-appealable subpoena
or order from a court or government  body of competent  jurisdiction  or (c) the
information  in such  Records has been made  generally  available  to the public
other than by  disclosure  in violation of this or any other  agreement of which
the Inspector has knowledge.  Each Investor agrees that it shall,  upon learning
that disclosure of such Records is sought in or by a court or governmental  body
of competent  jurisdiction  or through  other means,  give prompt  notice to the
Company and allow the Company, at its expense,  to undertake  appropriate action
to prevent  disclosure  of, or to obtain a  protective  order for,  the  Records
deemed confidential.

k. Confidential  Information.  The Company shall hold in confidence and not make
any  disclosure of  information  concerning an Investor  provided to the Company
unless (i) disclosure of such information is necessary to comply with federal or
state  securities  laws, (ii) the disclosure of such information is necessary to
avoid or correct a misstatement or omission in any Registration Statement, (iii)
the  release of such  information  is ordered  pursuant  to a subpoena  or other
final,  non-appealable  order  from a court or  governmental  body of  competent
jurisdiction or (iv) such  information has been made generally  available to the
public other than by  disclosure  in  violation  of this  Agreement or any other
agreement.  The Company agrees that it shall,  upon learning that  disclosure of
such  information  concerning  an  Investor  is  sought  in  or  by a  court  or
governmental body of competent  jurisdiction or through other means, give prompt
written  notice to such  Investor  and allow such  Investor,  at the  Investor's
expense, to undertake  appropriate action to prevent disclosure of, or to obtain
a protective order for, such information.

l. Listing.  The Company shall use its best efforts  either to (i) cause all the
Registrable  Securities covered by a Registration Statement to be listed on each
securities  exchange on which  securities  of the same class or series issued by
the  Company  are  then  listed,  if any,  if the  listing  of such  Registrable
Securities  is then  permitted  under the rules of such  exchange or (ii) secure
designation  and  quotation  of all the  Registrable  Securities  covered by the
Registration  Statement on the Nasdaq National Market System or, if, despite the
Company's best efforts to satisfy the preceding  clause (i) or (ii), the Company
is  unsuccessful  in satisfying the preceding  clause (i) or (ii), to secure the
inclusion  for  quotation  on The Nasdaq  SmallCap  Market for such  Registrable
Securities and, without limiting the generality of the foregoing, to arrange for


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at least  two  market  makers  to  register  with the  National  Association  of
Securities  Dealers,  Inc. as such with respect to such Registrable  Securities.
The Company shall pay all fees and expenses in connection  with  satisfying  its
obligation under this Section 3(l).

m.  Certificates.  The  Company  shall  cooperate  with the  Investors  who hold
Registrable  Securities  being offered to facilitate the timely  preparation and
delivery of certificates (not bearing any restrictive  legend)  representing the
Registrable  Securities to be offered  pursuant to a Registration  Statement and
enable such certificates to be in such denominations or amounts, as the case may
be, as the Investors may reasonably  request and registered in such names as the
Investors may request.

n. Transfer  Agent.  The Company shall provide a transfer agent and registrar of
all such  Registrable  Securities  not  later  than the  effective  date of such
Registration Statement.

o.  Underwriter  Requests.  If  requested  by the  managing  underwriters  or an
Investor,  the  Company  shall:  (i)  immediately  incorporate  in a  prospectus
supplement  or  post-effective   amendment  such  information  as  the  managing
underwriters  and the Investors agree should be included therein relating to the
sale and distribution of Registrable Securities,  including, without limitation,
information  with respect to the number of Registrable  Securities being sold to
such  underwriters,  the purchase price being paid therefor by such underwriters
and any other terms of the underwritten (or best efforts underwritten)  offering
of the  Registrable  Securities  to be sold  in such  offering;  (ii)  make  all
required filings of such prospectus  supplement or  post-effective  amendment as
soon as notified of the matters to be incorporated in such prospectus supplement
or  post-effective  amendment;  and (iii)  supplement or make  amendments to any
Registration  Statement if requested by an Investor or any  underwriter  of such
Registrable Securities.

p. Best Efforts. The Company shall use its best efforts to cause the Registrable
Securities  covered by the  applicable  Registration  Statement to be registered
with or approved by such other  governmental  agencies or  authorities as may be
necessary to consummate the disposition of such Registrable Securities.

q.  Compliance  With Laws.  The Company shall  otherwise use its best efforts to
comply with all applicable  rules and  regulations of the SEC in connection with
any  registration  hereunder  and the Company shall use its best efforts to file
with the SEC in a timely  manner  all  reports  and  documents  required  of the
Company under the 1933 Act and the 1934 Act (as defined in Section 6(a)).

r. Confirmation.  Within two (2) business days after the Registration  Statement
which includes the Registrable  Securities is ordered  effective by the SEC, the
Company shall deliver, and shall cause legal counsel for the Company to deliver,
to the  transfer  agent  for such  Registrable  Securities  (with  copies to the

                                       8
<PAGE>


Investors  whose  Registrable  Securities  are  included  in  such  Registration
Statement)  confirmation  that the  Registration  Statement  has  been  declared
effective by the SEC in the form attached hereto as Exhibit A.

s. Disposition. The Company shall take all other reasonable actions necessary to
expedite and facilitate  disposition by the Investors of Registrable  Securities
pursuant to a Registration Statement.

t.  Limitation  on  Registration  Statement.  Notwithstanding  anything  to  the
contrary contained in this Agreement,  the Registration Statement shall register
only the Registrable Securities and up to an additional 285,000 shares of Common
Stock on behalf of existing security holders of the Company.

4.       OBLIGATIONS OF THE INVESTORS.
         ----------------------------

a. At least  seven (7) days prior to the first  anticipated  filing  date of the
Registration Statement, the Company shall notify each Investor in writing of the
information the Company requires from each such Investor if such Investor elects
to  have  any  of  such  Investor's  Registrable  Securities  included  in  such
Registration  Statement. It shall be a condition precedent to the obligations of
the Company to complete the registration pursuant to this Agreement with respect
to the Registrable  Securities of a particular Investor that such Investor shall
furnish to the Company such  information  regarding  itself and the  Registrable
Securities held by it as shall be reasonably required to effect the registration
of such  Registrable  Securities  and shall execute such documents in connection
with such registration as the Company may reasonably request.

b. Each Investor by such  Investor's  acceptance of the  Registrable  Securities
agrees to cooperate  with the Company as reasonably  requested by the Company in
connection  with  the  preparation  and  filing  of any  Registration  Statement
hereunder,  unless such  Investor  has  notified  the Company in writing of such
Investor's  election to exclude all of such  Investor's  Registrable  Securities
from such Registration Statement.

c. In the event any Investor  elects to  participate in an  underwritten  public
offering  pursuant  to  Section 2, each such  Investor  agrees to enter into and
perform such Investor's  obligations under an underwriting  agreement,  in usual
and customary form, including, without limitation, customary indemnification and
contribution  obligations,  with the managing  underwriter  of such offering and
take such other  actions as are  reasonably  required  in order to  expedite  or
facilitate the disposition of the Registrable Securities.

5.       EXPENSES OF REGISTRATION.
         ------------------------

                  All reasonable expenses, other than underwriting discounts and
commissions,   incurred   in   connection   with   registrations,   filings   or
qualifications pursuant to Sections 2 and 3, including,  without limitation, all
registration, listing and qualifications fees, printers and accounting fees, and
fees  and   disbursements   of  counsel  for  the  Company  (but  not  fees  and
disbursements of Legal Counsel) shall be paid by the Company.

                                       9
<PAGE>

6.       INDEMNIFICATION.
         ---------------

                  In the event any  Registrable  Securities  are  included  in a
Registration Statement under this Agreement:

a. To the fullest  extent  permitted by law, the Company will,  and hereby does,
indemnify,  hold  harmless and defend each  Investor who holds such  Registrable
Securities,   the   directors,    officers,    partners,    employees,   agents,
representatives  of, and each Person,  if any, who controls any Investor  within
the meaning of the 1933 Act or the  Securities  Exchange Act of 1934, as amended
(the  "1934  Act"),  and any  underwriter  (as  defined in the 1933 Act) for the
Investors,  and the  directors  and officers  of, and each  Person,  if any, who
controls,  any such  underwriter  within the meaning of the 1933 Act or the 1934
Act (each,  an  "Indemnified  Person"),  against  any losses,  claims,  damages,
liabilities,  judgments,  fines,  penalties,  charges,  costs,  attorneys' fees,
amounts  paid  in  settlement  or  expenses,  joint  or  several  (collectively,
"Indemnified  Damages"),  incurred in investigating,  preparing or defending any
action, claim, suit, inquiry, proceeding, investigation or appeal taken from the
foregoing  by or  before  any  court or  governmental,  administrative  or other
regulatory  agency,  body or the SEC, whether pending or threatened,  whether or
not an Indemnified Person is or may be a party thereto (collectively, "Claims"),
to which any of them may become  subject  insofar as such  Claims (or actions or
proceedings,  whether commenced or threatened,  in respect thereof) arise out of
or are based upon:  (i) any untrue  statement or alleged  untrue  statement of a
material  fact  in a  Registration  Statement  or any  post-effective  amendment
thereto  or in any  filing  made in  connection  with the  qualification  of the
offering  under the securities or other "blue sky" laws of any  jurisdiction  in
which Registrable Securities are offered ("Blue Sky Filing"), or the omission or
alleged  omission  to state a material  fact  required  to be stated  therein or
necessary  to make the  statements  therein  not  misleading,  (ii)  any  untrue
statement  or alleged  untrue  statement  of a material  fact  contained  in any
preliminary  prospectus if used prior to the effective date of such Registration
Statement, or contained in the final prospectus (as amended or supplemented,  if
the Company files any amendment  thereof or supplement  thereto with the SEC) or
the omission or alleged omission to state therein any material fact necessary to
make the statements made therein,  in light of the circumstances under which the
statements  therein were made,  not  misleading,  (iii) any violation or alleged
violation  by the  Company  of the  1933  Act,  the 1934  Act,  any  other  law,
including,  without  limitation,  any  state  securities  law,  or any  rule  or
regulation  thereunder  relating  to  the  offer  or  sale  of  the  Registrable
Securities  pursuant to a Registration  Statement or (iv) any material violation
of this Agreement (the matters in the foregoing  clauses (i) through (iv) being,
collectively,  "Violations"). The Company shall reimburse the Investors and each
such underwriter or controlling  person,  promptly as such expenses are incurred
and  are due and  payable,  for any  legal  fees or  other  reasonable  expenses
incurred by them in connection with  investigating  or defending any such Claim.
Notwithstanding  anything to the contrary contained herein, the  indemnification
agreement  contained in this Section 6(a):  (i) shall not apply to a Claim by an
Indemnified  Person  arising  out of or based upon a Violation  which  occurs in
reliance upon and in  conformity  with  information  furnished in writing to the
Company by such Indemnified  Person or underwriter for such  Indemnified  Person
expressly  for  use in  connection  with  the  preparation  of the  Registration
Statement  or  any  such  amendment  thereof  or  supplement  thereto,  if  such
prospectus  was timely made  available by the Company  pursuant to Section 3(d);
(ii) with respect to any preliminary prospectus,  shall not inure to the benefit
of any such Person from whom the Person  asserting any such Claim  purchased the
Registrable  Securities  that are the subject  thereof (or to the benefit of any
Person  controlling such Person) if the untrue statement or omission of material
fact contained in the preliminary prospectus was corrected in the prospectus, as
then amended or  supplemented,  if such  prospectus was timely made available by
the Company  pursuant to Section 3(d), and the  Indemnified  Person was promptly
advised in writing not to use the incorrect  prospectus  prior to the use giving
rise to a violation and such Indemnified  Person,  notwithstanding  such advice,
used it;  (iii)  shall not be  available  to the extent such Claim is based on a
failure of the  Investor to deliver or to cause to be delivered  the  prospectus


                                       10
<PAGE>

made available by the Company,  if such  prospectus was timely made available by
the Company  pursuant to Section  3(d);  (iv) shall not apply to amounts paid in
settlement of any Claim if such settlement is effected without the prior written
consent of the Company,  which consent shall not be unreasonably  withheld;  and
(v) shall not apply to the extent  such  Claim is based  upon the  failure of an
Investor to comply with governing  laws and  regulations.  Such indemnity  shall
remain in full force and effect  regardless of any  investigation  made by or on
behalf  of  the  Indemnified  Person  and  shall  survive  the  transfer  of the
Registrable Securities by the Investors pursuant to Section 10.

b. In  connection  with any  Registration  Statement  in which  an  Investor  is
participating, each such Investor agrees to severally and not jointly indemnify,
hold  harmless  and defend,  to the same extent and in the same manner as is set
forth in Section 6(a), the Company, each of its directors,  each of its officers
who signs the  Registration  Statement,  each  Person,  if any, who controls the
Company  within the  meaning of the 1933 Act or the 1934 Act  (collectively  and
together with an Indemnified Person, an "Indemnified Party"),  against any Claim
or Indemnified Damages to which any Indemnified Party may become subject,  under
the 1933 Act, the 1934 Act or  otherwise,  insofar as such Claim or  Indemnified
Damages  arise  out of or are  based  upon any  Violation,  in each  case to the
extent, and only to the extent,  that such Violation (i) occurs in reliance upon
and in  conformity  with  written  information  furnished to the Company by such
Investor  expressly for use in connection with such Registration  Statement (ii)
is based on a failure of the Investor to deliver or to cause to be delivered the
prospectus  made  available by the Company,  if such  prospectus was timely made
available  by the  Company  pursuant to Section  3(d),  or (iii) is based on the
failure of the  Investor to comply with  governing  laws and  regulations;  and,
subject  to  Section  6(d),  such  Investor  will  reimburse  any legal or other
expenses  reasonably  incurred  by  them in  connection  with  investigating  or
defending  any such  Claim;  provided,  however,  that the  indemnity  agreement
contained in this Section 6(b) and the  agreement  with respect to  contribution
contained  in Section 7 shall not apply to  amounts  paid in  settlement  of any
Claim if such  settlement is effected  without the prior written consent of such
Investor, which consent shall not be unreasonably withheld;  provided,  further,
however, that the Investor shall be liable under this Section 6(b) for only that
amount of a Claim or Indemnified  Damages as does not exceed the net proceeds to
such Investor as a result of the sale of Registrable Securities pursuant to such
Registration  Statement.  Such  indemnity  shall remain in full force and effect
regardless of any  investigation  made by or on behalf of such Indemnified Party
and shall  survive the transfer of the  Registrable  Securities by the Investors
pursuant  to Section 10.  Notwithstanding  anything  to the  contrary  contained
herein,  the  indemnification  agreement  contained  in this  Section  6(b) with
respect  to any  preliminary  prospectus  shall not inure to the  benefit of any
Indemnified Party if the untrue statement or omission of material fact contained
in the preliminary prospectus was corrected on a timely basis in the prospectus,
as then amended or supplemented.

                                       11
<PAGE>

c. The  Company  shall be  entitled to receive  indemnities  from  underwriters,
selling brokers,  dealer managers and similar securities industry  professionals
participating in any  distribution,  to the same extent as provided above,  with
respect to  information  such  persons so  furnished  in writing  expressly  for
inclusion in the Registration Statement.

d. Promptly  after receipt by an Indemnified  Person or Indemnified  Party under
this  Section 6 of  notice  of the  commencement  of any  action  or  proceeding
(including  any  governmental  action or  proceeding)  involving  a Claim,  such
Indemnified  Person or Indemnified Party shall, if a Claim in respect thereof is
to be made against any  indemnifying  party under this Section 6, deliver to the
indemnifying  party  a  written  notice  of the  commencement  thereof,  and the
indemnifying  party shall have the right to  participate  in, and, to the extent
the indemnifying  party so desires,  jointly with any other  indemnifying  party
similarly  noticed,  to assume  control  of the  defense  thereof  with  counsel
mutually  satisfactory to the indemnifying  party and the Indemnified  Person or
the  Indemnified  Party,  as  the  case  may  be;  provided,  however,  that  an
Indemnified  Person or Indemnified  Party shall have the right to retain its own
counsel with the fees and expenses to be paid by the indemnifying  party, if, in
the  reasonable  opinion of counsel  retained  by the  indemnifying  party,  the
representation  by such counsel of the Indemnified  Person or Indemnified  Party
and the  indemnifying  party would be  inappropriate  due to actual or potential
differing interests between such Indemnified Person or Indemnified Party and any
other party  represented by such counsel in such  proceeding.  The Company shall
pay reasonable  fees for only one separate legal counsel for the Investors,  and
such legal  counsel  shall be  selected by the  Investors  holding a majority in
interest of the Registrable Securities included in the Registration Statement to
which the Claim  relates.  The  Indemnified  Party or  Indemnified  Person shall
cooperate fully with the  indemnifying  party in connection with any negotiation
or  defense  of any such  action  or claim by the  indemnifying  party and shall
furnish to the indemnifying  party all information  reasonably  available to the
Indemnified  Party or Indemnified  Person which relates to such action or claim.
The indemnifying  party shall keep the Indemnified  Party or Indemnified  Person
fully  apprised at all times as to the status of the  defense or any  settlement
negotiations with respect thereto. No indemnifying party shall be liable for any
settlement  of any  action,  claim or  proceeding  effected  without its written
consent,  provided,  however, that the indemnifying party shall not unreasonably
withhold,  delay or condition its consent. No indemnifying party shall,  without
the consent of the Indemnified Party or Indemnified Person,  consent to entry of
any judgment or enter into any  settlement  or other  compromise  which does not
include as an unconditional term thereof the giving by the claimant or plaintiff
to such Indemnified Party or Indemnified  Person of a release from all liability
in respect to such claim or litigation.  Following  indemnification  as provided
for hereunder,  the indemnifying  party shall be subrogated to all rights of the
Indemnified Party or Indemnified Person with respect to all third parties, firms
or corporations  relating to the matter for which indemnification has been made.
The  failure  to  deliver  written  notice to the  indemnifying  party  within a
reasonable  time of the  commencement  of any such action shall not relieve such
indemnifying  party of any liability to the  Indemnified  Person or  Indemnified
Party under this Section 6, except to the extent that the indemnifying  party is
prejudiced in its ability to defend such action.

e. The  indemnification  required  by this  Section 6 shall be made by  periodic
payments  of the  amount  thereof  during  the  course of the  investigation  or
defense, as and when bills are received or Indemnified Damages are incurred.

                                       12
<PAGE>

f. The  indemnity  agreements  contained  herein shall be in addition to (i) any
cause of action or similar right of the Indemnified Party or Indemnified  Person
against  the  indemnifying   party  or  others  and  (ii)  any  liabilities  the
indemnifying party may be subject to pursuant to law.

7.       CONTRIBUTION.
         ------------

                  To the extent any  indemnification by an indemnifying party is
prohibited or limited by law, the indemnifying  party agrees to make the maximum
contribution  with respect to any amounts for which it would otherwise be liable
under Section 6 to the fullest extent permitted by law; provided, however, that:
(i) no seller of Registrable  Securities guilty of fraudulent  misrepresentation
(within  the  meaning of Section  11(f) of the 1933 Act)  shall be  entitled  to
contribution  from any seller of  Registrable  Securities  who was not guilty of
fraudulent misrepresentation; and (ii) contribution by any seller of Registrable
Securities shall be limited in amount to the net amount of proceeds  received by
such seller from the sale of such Registrable Securities.

8.       REPORTS UNDER THE 1934 ACT.
         --------------------------

                  With a view to making  available to the Investors the benefits
of Rule  144  promulgated  under  the  1933  Act or any  other  similar  rule or
regulation  of the  SEC  that  may at any  time  permit  the  Investors  to sell
securities of the Company to the public without  registration  ("Rule 144"), the
Company agrees to, until such time as all of the  Registrable  Securities may be
sold without restriction pursuant to Rule 144(k):

a. make and keep public information available, as those terms are understood and
defined in Rule 144;

b. file with the SEC in a timely manner all reports and other documents required
of the  Company  under  the 1933  Act and the  1934  Act so long as the  Company
remains subject to such  requirements  (it being  understood that nothing herein
shall limit the  Company's  obligations  under  Section  4(c) of the  Securities
Purchase  Agreement)  and the  filing of such  reports  and other  documents  is
required for the applicable provisions of Rule 144; and

c.  furnish  to  each  Investor  so  long  as  such  Investor  owns  Registrable
Securities,  promptly upon request,  (i) a written statement by the Company that
it has complied  with the reporting  requirements  of Rule 144, the 1933 Act and
the 1934 Act, (ii) a copy of the most recent  annual or quarterly  report of the
Company and such other  reports and  documents so filed by the Company and (iii)
such other information as may be reasonably requested to permit the investors to
sell such securities pursuant to Rule 144 without registration.

9.       LIQUIDATED DAMAGES.
         ------------------

                  The Company  agrees that the Buyers will suffer damages if the
Company  violates any provision of or fails to fulfill its obligations  pursuant
to this Agreement (a  "Registration  Default") and that it would not be possible
to  ascertain  the  extent of such  damages.  Accordingly,  in the event of such
Registration  Default,  the  Company  hereby  agrees to pay  liquidated  damages
("Liquidated   Damages")  to  each  Buyer   following  the  occurrence  of  such
Registration Default in an amount determined by multiplying (i) one percent (1%)
of such  Buyer's  portion of the  Purchase  Price (as defined in the  Securities
Purchase  Agreement) by (ii) the  percentage  derived by dividing (A) the actual
number of days elapsed from the last day of the date of the Registration Default


                                       13
<PAGE>

or the prior 30-day period, as applicable,  to the day such Registration Default
has been completely  cured by (B) 30, in cash, or at the Buyer's option,  in the
number of shares of Company common stock equal to the quotient of (v) the dollar
amount of the  Liquidated  Damages on the Payment Date (as defined below) by (w)
the  closing  bid  price  of the  Company's  common  stock as of the date of the
Registration  Default  (as  quoted  in the  Principal  Market  or the  market or
exchange  where the  Company's  common  stock is then  traded).  The  Liquidated
Damages  payable  pursuant hereto shall be payable within five (5) business days
from the end of the calendar  month  commencing on the first  calendar  month in
which the Registration Default occurs (each, a "Payment Date"). In the event the
Buyer  elects to  receive  the  Liquidated  Damages  amount in shares of Company
common stock,  such shares shall also be considered  Registrable  Securities and
shall have the registration rights set forth in this Agreement.

10.      ASSIGNMENT OF REGISTRATION RIGHTS.
         ---------------------------------

                  The  rights  under  this  Agreement  shall  be   automatically
assignable  by the  Investors  to any  transferee  of  all  or  any  portion  of
Registrable  Securities  if:  (i)  the  Investor  agrees  in  writing  with  the
transferee  or assignee to assign such rights,  and a copy of such  agreement is
furnished to the Company within a reasonable  time after such  assignment;  (ii)
the Company is,  within a  reasonable  time after such  transfer or  assignment,
furnished with written notice of (a) the name and address of such  transferee or
assignee,  and (b) the securities with respect to which such registration rights
are being transferred or assigned;  (iii) immediately following such transfer or
assignment  the further  disposition  of such  securities  by the  transferee or
assignee is restricted  under the 1933 Act and applicable state securities laws;
provided,  however, that the transferee or assignee may subsequently transfer or
assign all or any portion of the  Registrable  Securities  if an exemption  from
registration  under the 1933 Act is applicable  to such transfer or  assignment;
(iv) at or before the time the Company receives the written notice  contemplated
by clause (ii) of this  sentence the  transferee  or assignee  agrees in writing
with the Company to be bound by all of the provisions  contained herein; and (v)
such  transfer   shall  have  been  made  in  accordance   with  the  applicable
requirements of the Securities Purchase Agreement.

11.      AMENDMENT OF REGISTRATION RIGHTS.
         --------------------------------

                  Provisions of this Agreement may be amended and the observance
thereof may be waived (either  generally or in a particular  instance and either
retroactively  or  prospectively),  only with the written consent of the Company
and Investors who then hold two-thirds (2/3) of the Registrable Securities.  Any
amendment or waiver effected in accordance with this Section 11 shall be binding
upon each Investor and the Company.  No such amendment shall be effective to the
extent  that it  applies  to less  than all of the  holders  of the  Registrable
Securities.  No consideration shall be offered or paid to any Person to amend or
consent to a waiver or  modification  of any provision of any of this  Agreement
unless the same  consideration  also is  offered  to all of the  parties to this
Agreement.

                                       14
<PAGE>

12.      MISCELLANEOUS.
         -------------

a. A Person is deemed to be a holder of  Registrable  Securities  whenever  such
Person owns or is deemed to own of record such  Registrable  Securities.  If the
Company receives conflicting instructions, notices or elections from two or more
Persons with respect to the same Registrable  Securities,  the Company shall act
upon the basis of instructions,  notice or election received from the registered
owner of such Registrable Securities.

b. Any notices,  consents, waivers or other communications required or permitted
to be given  under the terms of this  Agreement  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 Buyer,  to it at the  address  and  facsimile  number  set  forth on the
Schedule of Buyers attached hereto, with copies to such Buyer's  representatives
as set  forth  on the  Schedule  of  Buyers,  or at such  other  address  and/or
facsimile  number  and/or to the attention of such other person as the recipient
party has specified by written  notice given to each other party five days prior
to the effectiveness of such change.

                                       15
<PAGE>

c. Failure of any party to exercise any right or remedy under this  Agreement or
otherwise,  or delay by a party in  exercising  such right or remedy,  shall not
operate as a waiver thereof.

d. This  Agreement  shall be governed by and  construed  in all  respects by the
internal laws of the State of Illinois (except for the proper application of the
United States federal  securities laws),  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.  Each party hereby  irrevocably
submits  to the  non-exclusive  jurisdiction  of the  state and  federal  courts
sitting the City of Chicago,  for the adjudication of any dispute hereunder.  If
any  provision  of this  Agreement  shall be  invalid  or  unenforceable  in any
jurisdiction,  such invalidity or unenforceability shall not affect the validity
or enforceability of the remainder of this Agreement in that jurisdiction or the
validity or  enforceability  of any  provision  of this  Agreement  in any other
jurisdiction.

e. This Agreement, the Securities Purchase Agreement and the Warrants constitute
the entire agreement among the parties hereto with respect to the subject matter
hereof  and  thereof.  There  are  no  restrictions,   promises,  warranties  or
undertakings, other than those set forth or referred to herein and therein. This
Agreement,  the  Securities  Purchase  Agreement and the Warrants  supersede all
prior agreements and understandings among the parties hereto with respect to the
subject matter hereof and thereof.

f. Subject to the  requirements of Section 10, this Agreement shall inure to the
benefit of and be binding upon the permitted  successors  and assigns of each of
the parties hereto.

g. The headings in this  Agreement  are for  convenience  of reference  only and
shall not limit or otherwise affect the meaning hereof.

h. This Agreement may be executed in identical counterparts, each of which shall
be  deemed  an  original  but all of  which  shall  constitute  one and the same
agreement.  This  Agreement,  once executed by a party,  may be delivered to the
other party hereto by facsimile transmission of a copy of this Agreement bearing
the signature of the party so delivering this Agreement.

i. Each party shall do and perform, or cause to be done and performed,  all such
further  acts  and  things,  and  shall  execute  and  deliver  all  such  other
agreements,  certificates,  instruments  and  documents,  as the other party may
reasonably  request in order to carry out the intent and accomplish the purposes
of this Agreement and the consummation of the transactions contemplated hereby.

j. All consents and other determinations to be made by the Investors pursuant to
this Agreement shall be made, unless otherwise  specified in this Agreement,  by
Investors holding a majority of the Registrable Securities, determined as if all
of the Warrants then outstanding have been converted into Registrable Securities
without regard to any limitation on exercise of the Warrants.

                                       16
<PAGE>

k. The language used in this Agreement will be deemed to be the language  chosen
by  the  parties  to  express  their  mutual  intent  and  no  rules  of  strict
construction will be applied against any party.

l. This  Agreement is intended  for the benefit of the parties  hereto and their
respective  permitted successors and assigns, and is not for the benefit of, nor
may any provision hereof be enforced by, any other Person.

                                   * * * * * *

                                       17
<PAGE>


                  IN WITNESS WHEREOF,  the parties have caused this Registration
Rights Agreement to be duly executed as of day and year first above written.

COMPANY:

ALTAIR INTERNATIONAL INC.

By:         /s/ William P. Long
    ----------------------------------
Name:           William P. Long
Title:          CEO

BUYERS:

CRANSHIRE CAPITAL, L.P.

By:      Downsview Capital, Inc.,
         the General Partner




By:      /s/ Mitchell P. Kopin
    ----------------------------------
Name:        Mitchell P. Kopin
Title:       President

Iron Equity Fund LP

By:      /s/ Richard Lakin
    ----------------------------------
Name:        General Partner

Title:   Iron Partners LLC for Iron Equity Fund


                                       18
<PAGE>


                               SCHEDULE OF BUYERS
--------------------------------------------------------------------------------
                        BUYER NAME                    CONTACT INFORMATION

--------------------------------------------------------------------------------
Cranshire Capital, L.P.                     666 Dundee Rd., Ste. 1901
                                            Northbrook, Illinois 60062
                                            Attn: Mitchell P. Kopin
                                            (p) 847/562-9030
                                            (f) 847/562-9031
--------------------------------------------------------------------------------

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


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<PAGE>


                                                                       EXHIBIT A

                         FORM OF NOTICE OF EFFECTIVENESS

                            OF REGISTRATION STATEMENT

[TRANSFER AGENT]
Attn: ___________________

Re: Altair International Inc.

Ladies and Gentlemen:

                  We are counsel to Altair  International  Inc.,  a  corporation
incorporated under the laws of the Province of Ontario (the "Company"), and have
represented  the Company in  connection  with that certain  Securities  Purchase
Agreement (the "Purchase  Agreement")  entered into by and among the Company and
the buyers named therein  (collectively,  the  "Holders")  pursuant to which the
Company  issued to the  Holders  shares of its common  stock,  no par value (the
"Common  Stock") and Warrants  exercisable  into its Common Stock (the  "Warrant
Shares").  Pursuant to the Purchase Agreement, the Company also has entered into
a  Registration  Rights  Agreement  with the Holders (the  "Registration  Rights
Agreement")  pursuant  to which the  Company  agreed,  among  other  things,  to
register  the  Registrable  Securities  (as defined in the  Registration  Rights
Agreement),  including the Common Stock and Warrant Shares, under the Securities
Act of 1933,  as amended  (the "1933 Act").  In  connection  with the  Company's
obligations under the Registration Rights Agreement, on May 7, 2002, the Company
filed a  Registration  Statement  on Form  S-3  (File  No.  _____________)  (the
"Registration  Statement")  with the  Securities  and Exchange  Commission  (the
"SEC") relating to the Registrable Securities which names each of the Holders as
a selling stockholder thereunder.

                  In connection with the foregoing,  we advise you that a member
of the SEC's staff has advised us by telephone that the SEC has entered an order
declaring the Registration Statement effective under the 1933 Act at [ENTER TIME
OF  EFFECTIVENESS]  on [ENTER DATE OF  EFFECTIVENESS]  and we have no knowledge,
after  telephonic  inquiry of a member of the SEC's  staff,  that any stop order
suspending its  effectiveness  has been issued or that any  proceedings for that
purpose  are  pending  before,  or  threatened  by, the SEC and the  Registrable
Securities  are  available  for  resale  under  the  1933  Act  pursuant  to the
Registration Statement.

                                              Very truly yours,



                                              [ISSUER'S COUNSEL]



                                              By:_________________________

cc:      [LIST NAMES OF HOLDERS]


                                       20