THESE  SECURITIES HAVE NOT BEEN REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS AND HAVE BEEN TAKEN
FOR  INVESTMENT  PURPOSES  ONLY AND NOT WITH A VIEW TO OR FOR SALE IN CONNECTION
WITH ANY  DISTRIBUTION  THEREOF.  THESE  SECURITIES MAY NOT BE SOLD OR OTHERWISE
TRANSFERRED UNLESS A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS
AMENDED,  IS IN EFFECT WITH RESPECT TO SUCH  SECURITIES OR THE  CORPORATION  HAS
RECEIVED  AN  OPINION  IN FORM AND  SUBSTANCE  SATISFACTORY  TO THE  CORPORATION
PROVIDING THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT OF 1933, AS AMENDED, IS AVAILABLE.


                          ALTAIR NANOTECHNOLOGIES INC.

                          COMMON SHARE PURCHASE WARRANT


______ Series 2003B  Warrants                    rrant Certificate No. 2003B-_


                  Void after 5:00 p.m., Mountain Standard Time
           on March 30, 2008 or on such earlier date specified herein


                          ALTAIR NANOTECHNOLOGIES INC.
                    (Incorporated under the laws of Ontario)

This Series 2003B  Warrant  Certificate  ("Warrant  Certificate")  is to certify
that, for value received,  _______________  or registered assigns (the "Holder")
shall have the right to purchase from Altair  Nanotechnologies Inc. (hereinafter
called the "Corporation") one fully paid and non-assessable  Common Share of the
Corporation (a "Common  Share") for each Series 2003B Warrant  (individually,  a
"Warrant")  represented  by this  Warrant  Certificate  during  the time  period
commencing  on  the  date  this  Warrant  is  executed  by the  Corporation  and
continuing until 5:00 p.m.  (Mountain  Standard time) on the earlier to occur of
(i) March 30,  2008,  and (ii) the  180th  day  following  the date on which the
closing  price of the  Common  Shares  on the  principal  trading  market of the
Corporation  has  equaled or  exceeded  U.S.  $4.00 for 10 days,  whether or not
consecutive (the earlier of (i) or (ii),  "Expiry Time"). The exercise price for
the  purchase  of each such  Common  Share  shall be U.S.  $1.00 per share  (the
"Exercise Price").  The number of Common Shares to be received upon the exercise
of each  Warrant and the  Exercise  Price may be  adjusted  from time to time as
hereinafter set forth.

The Warrants shall be subject to the following terms and conditions:

1.       For the purposes of this Warrant, the term "Common Shares" means common
         shares without  nominal or par value in the capital of the  Corporation
         as  constituted  on the date  hereof;  provided  that in the event of a
         change,   subdivision,    redivision,    reduction,    combination   or
         consolidation  thereof or any other adjustment under section 10 hereof,
         or successive  such  changes,  subdivisions,  redivisions,  reductions,
         combinations,  consolidations or other adjustments, then subject to the
         adjustments, if any, having been made in accordance with the provisions
         of this Warrant Certificate,  "Common Shares" shall thereafter mean the
         shares,  other securities or other property resulting from such change,
         subdivision,  redivision,  reduction,  combination or  consolidation or
         other adjustment.

                                      -1-
<PAGE>

2.       This  Warrant  Certificate  shall  be  signed  by  an  officer  of  the
         Corporation  holding office at the time of signing, or any successor or
         replacement person and notwithstanding any change in any of the persons
         holding  said  offices  between  the  time of  actual  signing  and the
         delivery  of the  Warrant  Certificate  and  notwithstanding  that such
         officer signing may not have held office at the date of the delivery of
         the Warrant  Certificate,  the Warrant  Certificate  so signed shall be
         valid and binding upon the Corporation.

3.       All rights  under any of the  Warrants in respect of which the right of
         subscription  and purchase  therein  provided for shall not theretofore
         have been exercised  shall wholly cease and determine and such Warrants
         shall be wholly void and of no valid or binding effect after the Expiry
         Time.

4.       The right to purchase  Common Shares  pursuant to the Warrants may only
         be exercised by the Holder at or before the Expiry Time by:

         (a)      duly completing and executing a Subscription  Form in the form
                  attached hereto, in the manner therein indicated; and

         (b)      surrendering  this Warrant  Certificate and the duly completed
                  and  executed  Subscription  Form  to the  Corporation  at the
                  address specified in section 22 below together with payment of
                  the purchase price for the Common Shares subscribed for in the
                  form of cash or a certified  cheque payable to the Corporation
                  in an  amount  equal to the  then  applicable  Exercise  Price
                  multiplied by the number of Common Shares subscribed for.

5.       Upon receipt of the Subscription  Form, this Warrant  Certificate,  and
         payment as aforesaid,  the Corporation  shall cause to be issued to the
         Holder  the number of Common  Shares to be issued and the Holder  shall
         become a  shareholder  of the  Corporation  in respect  of such  Common
         Shares,  effective as of the date of receipt by the Corporation of such
         Subscription  Form,  Warrant  Certificate,  and  payment  and  shall be
         entitled to delivery of a certificate or  certificates  evidencing such
         shares. The Corporation shall cause such certificate or certificates to
         be mailed to the Holder at the address or  addresses  specified in such
         Subscription  Form within ten (10)  business  days of such  receipt and
         payment as herein provided or, if so instructed by the Holder, held for
         pick-up  by the Holder at the  principal  office of the  registrar  and
         transfer agent of the Common Shares, Equity Transfer Services Inc. (the
         "Transfer Agent").

6.       No fractional shares or stock  representing  fractional shares shall be
         issued upon the  exercise  of any  Warrant.  In lieu of any  fractional
         shares which would otherwise be issuable,  the Corporation shall either
         pay cash equal to the product of such  fraction  multiplied by the fair
         market  value  of  one  Common  Shares  on the  date  of  exercise,  as
         determined in good faith by the  Corporation's  Board of Directors,  or
         issue  the  next  largest   whole  number  of  Common   Shares  at  the
         Corporation's option.

7.       The Warrants may not be exercised  unless at the time of exercise (i) a
         registration statement registering the Common Shares issuable upon such
         exercise is effective under the Securities Act of 1933, as amended (the
         "1933 Act"),  or the  transaction in which such shares are to be issued
         is exempted from the  application of the  registration  requirements of
         the 1933 Act, and (ii) the Common Shares  issuable upon exercise of the
         Warrants  have  been  registered  or  qualified  under  any  applicable
         Canadian,  provincial,  state  securities  laws  or an  exemption  from
         registration or  qualification is available under such laws. The Common
         Shares  issuable  upon  exercise  of  this  Warrant  are  and  will  be

                                      -2-
<PAGE>

         "restricted  securities"  under the 1933 Act inasmuch as they are being
         acquired from the  Corporation in a transaction  not involving a public
         offering,  and  that,  under  the 1933 Act and  applicable  regulations
         thereunder,  such securities may be resold without  registration  under
         the  1933  Act  only  in  certain  limited   circumstances.   Unless  a
         registration  statement  registering  the Common  Shares  issuable upon
         exercise  of any  Warrant is  effective  under the 1933 Act at the time
         such Common Shares are issued, the certificates  evidencing such Common
         Shares shall bear the legend set forth below,  together  with any other
         legends  required by the laws of the  Province of Ontario and any other
         state or province with jurisdiction:

                  THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
                  ACT OF 1933, AS AMENDED,  OR QUALIFIED UNDER  APPLICABLE STATE
                  SECURITIES  LAWS AND HAVE BEEN TAKEN FOR  INVESTMENT  PURPOSES
                  ONLY AND NOT WITH A VIEW TO OR FOR SALE IN CONNECTION WITH ANY
                  DISTRIBUTION  THEREOF.  THESE  SECURITIES  MAY  NOT BE SOLD OR
                  OTHERWISE TRANSFERRED UNLESS A REGISTRATION STAEMENT UNDER THE
                  SECURITIES ACT OF 1933, AS AMENDED,  IS IN EFFECT WITH RESPECT
                  TO SUCH  SECURITIES OR THE CORPORATION HAS RECEIVED AN OPINION
                  IN  FORM  AND  SUBSTANCE   SATISFACTORY   TO  THE  CORPORATION
                  PROVIDING THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS
                  OF THE SECURITIES ACT OF 1933, AS AMENDED, IS AVAILABLE.

         The legend set forth above shall be removed by the Corporation from any
         certificate  evidencing the Common Shares issuable upon exercise of the
         Warrants only (i) upon receipt by the Corporation of an opinion in form
         and substance  satisfactory to the Corporation  that such legend may be
         removed pursuant to Rule 144 promulgated  under the 1933 Act, (ii) upon
         confirmation  that a  registration  statement  under the 1933 Act is at
         that time in effect with  respect to such  Common  Shares and that such
         transfer  will  not  jeopardize   the  exemption  or  exemptions   from
         registration  pursuant  to which  the  respective  Common  Shares  were
         issued.

8.       The holding of a Warrant shall not  constitute the Holder a shareholder
         of the  Corporation nor entitle him to any right or interest in respect
         thereof except as herein expressly provided.

9.       The Corporation  covenants and agrees that until the Expiry Time, while
         any of the Warrants  shall be  outstanding,  it shall reserve and there
         shall remain unissued out of its authorized capital a sufficient number
         of Common Shares to satisfy the right of purchase herein  provided,  as
         such right of purchase  may be adjusted  pursuant to sections 10 and 11
         hereof.  All Common  Shares  which shall be issued upon the exercise of
         the right to purchase herein provided for, upon payment therefor of the
         amount  at  which  such  Common  Shares  may at the  time be  purchased
         pursuant to the  provisions  hereof,  shall be issued as fully paid and
         non-assessable  shares and the holders  thereof  shall not be liable to
         the Corporation or its creditors in respect thereof.

10.      (a)   If and  whenever  at any time after the date  hereof and prior to
               the Expiry Time the Corporation shall (i) subdivide,  redivide or
               change its then  outstanding  Common Shares into a greater number
               of Common Shares,  (ii) reduce,  combine or consolidate  its then
               outstanding  Common  Shares into a lesser number of Common Shares
               or (iii) issue Common Shares (or securities  exchangeable  for or
               convertible  into  Common  Shares)  to  the  holders  of  all  or
               substantially all of its then outstanding Common Shares by way of
               a stock dividend or other distribution (any of such events herein
               called a "Common Share Reorganization"),  then the Exercise Price
               shall be adjusted effective  immediately after the effective date
               of any such  event in (i) or (ii)  above  or the  record  date at

                                      -3-
<PAGE>
               which the holders of Common Shares are determined for the purpose
               of any such dividend or  distribution in (iii) above, as the case
               may be,  by  multiplying  the  Exercise  Price in  effect on such
               effective date or record date, as the case may be, by a fraction,
               the  numerator  of which  shall be the  number of  Common  Shares
               outstanding  on such  effective  date or record date, as the case
               may be, before giving effect to such Common Share  Reorganization
               and the denominator of which shall be the number of Common Shares
               outstanding  immediately after giving effect to such Common Share
               Reorganization   including,   in  the   case   where   securities
               exchangeable   for  or   convertible   into  Common   Shares  are
               distributed,   the  number  of  Common   Shares   that  would  be
               outstanding  if such  securities  were exchanged for or converted
               into Common Shares.

         (b)   If and  whenever  at any time after the date  hereof and prior to
               the Expiry Time, the  Corporation  shall  distribute any class of
               shares or rights,  options or warrants or other securities (other
               than those  referred to in section  10(a)  above),  evidences  of
               indebtedness  or property  (excluding  cash dividends paid in the
               ordinary  course) to holders of all or  substantially  all of its
               then outstanding Common Shares, the number of Common Shares to be
               issued by the  Corporation  under this Warrant shall, at the time
               of exercise of the right of subscription  and purchase under this
               Warrant  Certificate,  be  appropriately  adjusted and the Holder
               shall  receive,  in lieu of the  number of the  Common  Shares in
               respect of which the right to purchase  is then being  exercised,
               the  aggregate  number of Common  Shares or other  securities  or
               property that the Holder would have been entitled to receive as a
               result of such event, if, on the record date thereof,  the Holder
               had been the registered  holder of the number of Common Shares to
               which the Holder was  theretofore  entitled  upon the exercise of
               the rights of the Holder hereunder.

         (c)   If and  whenever  at any time after the date  hereof and prior to
               the  Expiry  Time  there  is  a  capital  reorganization  of  the
               Corporation or a  reclassification  or other change in the Common
               Shares   (other  than  a  Common  Share   Reorganization)   or  a
               consolidation  or merger or amalgamation of the Corporation  with
               or into any  other  corporation  or other  entity  (other  than a
               consolidation,  merger or  amalgamation  which does not result in
               any reclassification of the outstanding Common Shares or a change
               of the Common Shares into other securities), or a transfer of all
               or  substantially  all of the  Corporation's  assets  to  another
               corporation or other entity in which the holders of Common Shares
               are  entitled  to  receive  shares,  other  securities  or  other
               property   (any  of  such   events   being   called  a   "Capital
               Reorganization"),  the  Holder,  where he has not  exercised  the
               right of subscription and purchase under this Warrant Certificate
               prior to the effective date of such Capital Reorganization, shall
               be  entitled to receive and shall  accept,  upon the  exercise of
               such  right,  on such date or any time  thereafter,  for the same
               aggregate consideration in lieu of the number of Common shares to
               which he was theretofore  entitled to subscribe for and purchase,
               the  aggregate  number of shares or other  securities or property
               which the Holder would have been  entitled to receive as a result
               of such Capital Reorganization if, on the effective date thereof,
               he had been the registered  holder of the number of Common Shares
               to  which  he was  theretofore  entitled  to  subscribe  for  and
               purchase.

         (d)   If and  whenever  at any time after the date  hereof and prior to
               the Expiry Time, any of the events set out in section 10(a),  (b)
               or (c) shall occur and the occurrence of such event results in an

                                      -4-
<PAGE>
               adjustment of the Exercise  Price  pursuant to the  provisions of
               this  section 10, then the number of Common  Shares  purchaseable
               pursuant to this Warrant shall be adjusted contemporaneously with
               the adjustment of the Exercise Price by multiplying the number of
               Common Shares then otherwise purchaseable on the exercise thereof
               by a fraction, the numerator of which shall be the Exercise Price
               in effect immediately prior to the adjustment and the denominator
               of  which  shall  be  the  Exercise  Price  resulting  from  such
               adjustment.

         (e)   If the Corporation  takes any action  affecting its Common Shares
               to which the  foregoing  provisions  of this  section  10, in the
               opinion of the board of directors of the  Corporation,  acting in
               good  faith,  are  not  strictly   applicable,   or  if  strictly
               applicable  would not  fairly  adjust  the  rights of the  Holder
               against  dilution  in  accordance  with the intent  and  purposes
               hereof,  or would otherwise  materially  affect the rights of the
               Holder hereunder, then the Corporation may execute and deliver to
               the Holder an amendment hereto providing for an adjustment in the
               application  of such  provisions  so as to adjust  such rights as
               aforesaid  in  such  manner  as the  board  of  directors  of the
               Corporation  may determine to be equitable in the  circumstances,
               acting in good faith.  The failure of the taking of action by the
               board of  directors  of the  Corporation  to so  provide  for any
               adjustment  on or prior to the  effective  date of any  action or
               occurrence  giving rise to such state of facts will be conclusive
               evidence  that the board of directors has  determined  that it is
               equitable to make no adjustment in the circumstances.

11.      The  following  rules  and  procedures   shall  be  applicable  to  the
         adjustments made pursuant to section 10:

         (a)   any  Common  Shares  owned or held by or for the  account  of the
               Corporation  shall be deemed not be to  outstanding  except that,
               for the  purposes  of section  10, any Common  Shares  owned by a
               pension  plan  or  profit  sharing  plan  for  employees  of  the
               Corporation or any of its subsidiaries shall not be considered to
               be owned or held by or for the account of the Corporation;

         (b)   no  adjustment in the Exercise  Price shall be required  unless a
               change  of at least 1% of the  prevailing  Exercise  Price  would
               result, provided,  however, that any adjustment which, except for
               the provisions of this section 11(b),  would  otherwise have been
               required  to be made,  shall be  carried  forward  and taken into
               account in any subsequent adjustment;

         (c)   the  adjustments  provided for in section 10 are  cumulative  and
               shall   apply   to   successive   subdivisions,   consolidations,
               dividends,  distributions  and  other  events  resulting  in  any
               adjustment under the provisions of such section;

         (d)   in the absence of a  resolution  of the board of directors of the
               Corporation fixing a record date for any dividend or distribution
               referred to in section 10(a)(iii) above, the Corporation shall be
               deemed to have  fixed as the  record  date  therefor  the date on
               which such dividend or distribution is effected;

         (e)   if the  Corporation  sets a record  date to take any  action  and
               thereafter and before the taking of such action abandons its plan
               to take such action,  then no  adjustment  to the Exercise  Price
               will be required by reason of the setting of such record date;

         (f)   forthwith  after  any  adjustment  to the  Exercise  Price or the
               number of Common  Shares  purchaseable  pursuant to the Warrants,

                                      -5-
<PAGE>

               the  Corporation  shall provide to the Holder a certificate of an
               officer of the  Corporation  certifying  as to the amount of such
               adjustment  and,  in  reasonable  detail,  describing  the  event
               requiring  and  the  manner  of  computing  or  determining  such
               adjustment; and

         (g)   any  question  that at any time or from time to time  arises with
               respect to the amount of any  adjustment to the Exercise Price or
               other  adjustment  pursuant  to section 10 shall be  conclusively
               determined by a firm of independent  chartered  accountants  (who
               may be the  Corporation's  auditors)  selected  by the  board  of
               directors  of the  Corporation  and  shall  be  binding  upon the
               Corporation and the Holder.

12.      Within 30 days after the effective  date or record date, as applicable,
         of any event  referred to in section 10, the  Corporation  shall notify
         the Holder of the particulars of such event and the estimated amount of
         any adjustment required as a result thereof.

13.      On the  happening  of each and every such event set out in section  10,
         the  applicable  provisions  of this  Warrant,  including  the Exercise
         Price,  shall, ipso facto, be deemed to be amended  accordingly and the
         Corporation  shall take all necessary  action so as to comply with such
         provisions as so amended.

14.      The  Corporation  shall not be  required  to deliver  certificates  for
         Common Shares while the share  transfer  books of the  Corporation  are
         properly closed,  having regard to the provisions of sections 10 and 11
         hereof,  prior to any  meeting of  shareholders  or for the  payment of
         dividends or for any other purpose and in the event of the surrender of
         any Warrant in accordance with the provisions  hereof and the making of
         any  subscription  and payment for the Common Shares called for thereby
         during any such period delivery of  certificates  for Common Shares may
         be  postponed  for not more  than  five (5) days  after the date of the
         re-opening of said share transfer books.  Provided,  however,  that any
         such  postponement  of  delivery  of  certificates   shall  be  without
         prejudice  to the  right of the  Holder  so  surrendering  the same and
         making  payment  during such period to receive after the share transfer
         books shall have been re-opened such certificates for the Common Shares
         called for, as the same may be adjusted  pursuant to sections 10 and 11
         hereof as a result of the  completion  of the event in respect of which
         the transfer books were closed.

15.      Subject as  hereinafter  provided,  all or any of the rights  conferred
         upon the Holder by the terms  hereof may be  enforced  by the Holder by
         appropriate   legal   proceedings.   No  recourse  under  or  upon  any
         obligation, covenant or agreement contained herein shall be had against
         any  shareholder  or  officer of the  Corporation  either  directly  or
         through the  Corporation,  it being expressly  agreed and declared that
         the obligations under the Warrants are solely corporate obligations and
         that no personal  liability  whatever shall attach to or be incurred by
         the  shareholders  or  officers  of the  Corporation  or any of them in
         respect  thereof,  any and all  rights and  claims  against  every such
         shareholder,  officer or director  being hereby  expressly  waived as a
         condition of and as a consideration for the issue of the Warrants.

16.      (a) The Warrants may not be assigned or transferred  except as provided
         herein and in accordance with and subject to the provisions of the 1933
         Act  and the  Rules  and  Regulations  promulgated  thereunder  and any
         applicable state,  Canadian, and provincial securities laws. Assignment
         of a Warrant will be permitted only (i) upon receipt by the Corporation
         of an opinion in form and  substance  satisfactory  to the  Corporation

                                      -6-
<PAGE>

         that the Warrant may be  transferred  pursuant to Rule 144  promulgated
         under  the 1933  Act,  or (ii) upon  confirmation  that a  registration
         statement  under the 1933 Act is at that time in effect with respect to
         the Warrant and that such transfer will not jeopardize the exemption or
         exemptions from registration  pursuant to which the Warrant was issued.
         Any purported transfer or assignment made other than in accordance with
         this Section 16 shall be null and void and of no force and effect.

         (b) Any assignment  permitted  hereunder  shall be made by surrender of
         this Warrant  Certificate to the  Corporation  at its principal  office
         with the  Assignment  Form  annexed  hereto  duly  executed  and  funds
         sufficient  to pay any  transfer  tax. In such event,  the  Corporation
         shall, without charge, execute and deliver a new Warrant Certificate in
         the  name of the  assignee  named  in  such  Assignment  Form,  and the
         Warrants  represented  by this Warrant  Certificate  shall  promptly be
         cancelled.  This Warrant  Certificate  may be divided or combined  with
         other Warrants which carry the same rights upon presentation thereof at
         the principal office of the Corporation  together with a written notice
         signed by the Holder thereof, specifying the names and denominations in
         which new Warrants are to be issued. The terms "Warrant" and "Warrants"
         as used herein include any Warrants in substitution  for or replacement
         of this Warrant,  or into which the Warrant represented by this Warrant
         Certificate may be divided or exchanged.

17.      The Holder may  subscribe  for and purchase any lesser number of Common
         Shares than the number of shares expressed in this Warrant Certificate.
         In the case of any  subscription  for a lesser  number of Common Shares
         than  expressed  in  this or any  successor  Warrant  Certificate  or a
         transfer  of any of the  Warrants  pursuant  to section  16, the Holder
         shall be  entitled  to receive  at no cost to the Holder a new  Warrant
         Certificate in respect of the balance of Warrants not then exercised or
         transferred.  Any new  Warrant  Certificate(s)  shall be  mailed to the
         Holder  or  assignee  by the  Corporation  or,  at its  direction,  the
         Transfer  Agent,  within  five  (5)  business  days of  receipt  by the
         Corporation  of  all  materials  required  by  sections  5  or  16,  as
         applicable.

18.      Each Holder of this Warrant,  the Warrant  Shares or any other security
         issued or issuable upon  exercise of this Warrant  shall  indemnify and
         hold harmless the  Corporation,  its  directors and officers,  and each
         person,  if any,  who  controls  the  Corporation,  against any losses,
         claims,  damages  or  liabilities,  joint  or  several,  to  which  the
         Corporation or any such director, officer or any such person may become
         subject  under the 1933 Act or statute or common  law,  insofar as such
         losses, claims, damages or liabilities,  or actions in respect thereof,
         arise out of or are based upon the  disposition  by such  Holder of the
         Warrant the Common Shares issuable upon the exercise of this Warrant in
         violation of the terms of this Warrant Certificate.

19.      If  any  Warrant  Certificate  becomes  stolen,   lost,   mutilated  or
         destroyed,  the  Corporation  shall,  on  such  terms  as it may in its
         discretion  acting  reasonably  impose,  issue  and sign a new  Warrant
         Certificate  of  like  denomination,  tenor  and  date  as the  Warrant
         Certificate so stolen, lost, mutilated or destroyed for delivery to the
         Holder.

                                      -7-
<PAGE>

20.      The  Corporation  and  the  Transfer  Agent  may  deem  and  treat  the
         registered  holder of any Warrant  Certificate as the absolute owner of
         the Warrants represented thereby for all purposes,  and the Corporation
         and neither the Corporation nor the Transfer Agent shall be affected by
         any notice or knowledge to the contrary except where the Corporation or
         the Transfer Agent is required to take notice by statute or by order of
         a court of  competent  jurisdiction.  A Holder shall be entitled to the
         rights evidenced by such Warrant  Certificate free from all equities or
         rights of set-off  or  counterclaim  between  the  Corporation  and the
         original  or any  intermediate  holder  thereof and all persons may act
         accordingly  and the  receipt by any such  Holder of the Common  Shares
         purchaseable  pursuant to such Warrant shall be a good discharge to the
         Corporation  and the  Transfer  Agent  for the  same  and  neither  the
         Corporation  nor the Transfer  Agent shall be bound to inquire into the
         title of any such Holder except where the  Corporation  or the Transfer
         Agent is  required  to take notice by statute or by order of a court of
         competent jurisdiction.

21.      Provisions  of  this  Warrant   Certificate  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  Corporation  and the  Holder of this  Warrant
         Certificate.

22.      All notices to be sent hereunder shall be deemed to be validly given to
         the  Holders  of the  Warrants  on the date of  receipt  if  personally
         delivered, sent by telecopier or overnight courier, charges prepaid, or
         five days after  deposit in the United  States mail,  by  registered or
         certified  mail,  postage  prepaid,  addressed to such holders at their
         post office  addresses  appearing  in the  register of Warrant  holders
         caused to be  maintained  by the  Corporation.  All  notices to be sent
         hereunder shall be deemed to be validly given to the Corporation on the
         date  of  receipt  if  personally  delivered,  sent  by  telecopier  or
         overnight courier,  charges prepaid,  or five days after deposit in the
         United States mail, by registered or certified mail,  postage  prepaid,
         addressed to the Corporation at 1725 Sheridan Avenue,  Suite 140, Cody,
         Wyoming  82414 or such  other  address  as the  Corporation  shall have
         designated by written notice to such registered owner.

23.      This  Warrant  shall be governed by the laws of the State of Nevada and
         the  federal  laws of the  United  States  applicable  therein  (within
         reference to the conflict of laws provisions thereof).

24.      Notwithstanding  anything to the contrary herein contained,  the Holder
         may not exercise any of the Warrants to the extent that,  giving effect
         to such exercises,  the number of Common Shares then beneficially owned
         by the Holder, as determined under Section 13(d) of the Exchange Act of
         1934, as amended, exceeds 9.999% of the then total number of issued and
         outstanding Common Shares (including for such purpose the Common Shares
         issuable upon such exercise). Each delivery of an exercise notice under
         this Warrant Certificate will constitute a representation by the Holder
         that it has  evaluated  the  limitation  set forth in this  letter  and
         determined that issuance of the full number of Common Shares  requested
         in such exercise  notice is permitted  hereunder.  The exercise cap set
         forth  hereunder  shall not restrict the number of Common  Shares which
         the Holder may receive or  beneficially  own in order to determine  the
         amount of securities or other consideration that the Holder may receive
         in  the  event  of  a  merger   or  other   business   combination   or
         reclassification involving the Corporation.

         The  Corporation is not  responsible  for tracking (and has no means to
         track) the number of Common  Shares  beneficially  owned by the Holder,

                                      -8-
<PAGE>

         and neither the Corporation nor the Corporation's counsel has provided,
         or has any  obligation to provide,  advice to the Holder  regarding the
         Holder's ownership  of  Common  Shares  or  compliance  with  governing
         securities  laws.  The  Corporation  is not  liable  for any  civil  or
         criminal  damages or sanctions  that may be imposed upon or against the
         Holder  as a  result  of  the  Holder's  failure  to  comply  with  the
         provisions  of this  Warrant or governing  state or federal  securities
         laws.  Notwithstanding  anything  in this  Warrant  Certificate  to the
         contrary,  this  Section 24 shall not be subject  to  amendment  by the
         parties hereto.


               [intentionally left blank; signature page follows]

                                      -9-
<PAGE>





         IN WITNESS WHEREOF the Corporation has caused this Series 2003B Warrant
Certificate to be signed by its duly authorized officer.

         DATED as of the _____________ day of ______, ____.


                                        ALTAIR NANOTECHNOLOGIES INC.



                                        By: ____________________________________
                                        Its: ___________________________________



                                      -10-
<PAGE>


                                SUBSCRIPTION FORM
                              (Exercise With Cash)


TO BE COMPLETED UPON EXERCISE:

The undersigned hereby subscribes for  ________________  common shares of Altair
Nanotechnologies  Inc.  according to the terms and  conditions  set forth in the
annexed Warrant  Certificate (or such number of other  securities or property to
which such  warrant  entitles  the  undersigned  to acquire  under the terms and
conditions  set  forth in the  annexed  warrant  certificate).  The  undersigned
represents  that the common  shares being  acquired upon exercise of the Warrant
Certificate are being acquired for the account of the undersigned for investment
and not with a view to,  or for  resale in  connection  with,  the  distribution
thereof and that the  undersigned  has no present  intention of  distributing or
reselling such shares.  The subscriber  acknowledges  and agrees that any legend
required  the  Warrant  Certificate  or by  applicable  law may be placed on any
certificates representing common shares delivered to the undersigned.

         Address for Delivery of Shares:    ____________________________________
                                            ____________________________________
                                            ____________________________________
                                            ____________________________________

                                            Attention: _________________________

         Tendered (U.S. $_____ per share) Exercise Price $______________________

         Dated at ________________, this _______ day of _______________, ______.


                                            ____________________________________
                                            Holder's Name


                                            ____________________________________
                                            Authorized Signature


                                            ____________________________________
                                            Title (if applicable)

Signature guaranteed:


                                      -11-
<PAGE>

                                 ASSIGNMENT FORM

TO BE COMPLETED IF WARRANTS ARE TO BE ASSIGNED:

TO:      ALTAIR NANOTECHNOLOGIES INC.
         1725 Sheridan Avenue
         Suite 140
         Cody, Wyoming 82414


         By signing below, the undersigned represents, warrants and certifies to
Altair Nanotechnologies Inc. as follows:

         (a)  the  undersigned  is  the  record  and  beneficial  owner  of  the
         Warrant(s) represented by the Warrant Certificate attached hereto; and

         (b) either
                  _____ (i) attached  hereto is an opinion in form and substance
         satisfactory to the  Corporation  that the Warrant(s) to be transferred
         hereby may be transferred  pursuant to Rule 144  promulgated  under the
         1933 Act, or

                  ______ (ii) a registration  statement under the 1933 Act is at
         that time in effect with respect to the  Warrant(s)  to be  transferred
         hereby  and  transfer  of  such  Warrant(s)  will  not  jeopardize  the
         exemption  or  exemptions  from  registration  pursuant  to which  such
         Warrant(s) were issued.


By signing below,  the  undersigned  hereby  transfers,  assigns and conveys all
right,  title and interest in and to _________  of the Warrants  represented  by
this Warrant Certificate to ____________________________________________________
residing at  ____________________________________________  for good and valuable
consideration.  You are hereby  instructed to take the necessary steps to effect
this transfer.


         Dated at ___________________, this ______ day of _____________, _____.


                  Witness:          )       ____________________________________
                                    )       Holder's Name )
                                    )       ____________________________________
                                    )       Authorized Signature )
                                    )
                                    )       ____________________________________
                                    )       Title (if applicable) )
                                    )




Signature guaranteed:

                                      -12-
<PAGE>

THESE  SECURITIES HAVE NOT BEEN REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS AND HAVE BEEN TAKEN
FOR  INVESTMENT  PURPOSES  ONLY AND NOT WITH A VIEW TO OR FOR SALE IN CONNECTION
WITH ANY  DISTRIBUTION  THEREOF.  THESE  SECURITIES MAY NOT BE SOLD OR OTHERWISE
TRANSFERRED UNLESS A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS
AMENDED,  IS IN EFFECT  WITH  RESPECT  TO SUCH  SECURITIES  OR THE  COMPANY  HAS
RECEIVED AN OPINION IN FORM AND SUBSTANCE  SATISFACTORY TO THE COMPANY PROVIDING
THAT AN EXEMPTION FROM THE  REGISTRATION  REQUIREMENTS  OF THE SECURITIES ACT OF
1933, AS AMENDED, IS AVAILABLE.

                            ALTAIR INTERNATIONAL INC.

                               AMENDMENT NO. 1 TO
                   SERIES 2003B COMMON SHARE PURCHASE WARRANT
                            (CERTIFICATE NO. B-[__])

         This  Amendment  No. 1 to Series 2003B Common  Share  Purchase  Warrant
(this  "Amendment") is entered into effective as of June 4, 2004, between Altair
Nanotechnologies,   Inc.,   a   corporation   under  the  laws  of  Canada  (the
"Corporation") and [__](the "Holder").

                                   Background

         A. The  Corporation  executed  a Series  2003B  Common  Share  Purchase
Warrant,  Certificate  No.  B-[__] in favor of the Holder  with  respect to [__]
Common Shares of the Corporation (the "Warrant").

         B. The  parties  desire to amend  the  Warrant  to amend the  effective
period of the Warrant as set forth below.

                                    Agreement

         NOW THEREFORE,  in  consideration of the covenants set forth herein and
in the  Warrant  and other good and  valuable  consideration,  the  receipt  and
adequacy of which is hereby acknowledged,  the Corporation and the Holder hereby
agree as follows:

         1. Definitions.  Capitalized terms used but not defined herein have the
same meaning as set forth in the Warrant.

         2.  Amendment.  The  Warrant is hereby  amended  to  replace  the first
paragraph that reads substantially as follows:

         This Series 2003B Warrant  Certificate  ("Warrant  Certificate")  is to
         certify that, for value received, Toyota On Western, Inc. or registered
         assigns  (the  "Holder")  shall have the right to purchase  from Altair
         Nanotechnologies  Inc. (hereinafter called the "Corporation") one fully
         paid and  non-assessable  Common  Share of the  Corporation  (a "Common
         Share") for each  Series  2003B  Warrant  (individually,  a  "Warrant")
         represented  by  this  Warrant   Certificate  during  the  time  period
         commencing on the date this Warrant is executed by the  Corporation and
         continuing until 5:00 p.m.  (Mountain  Standard time) on the earlier to
         occur of (i) March 30, 2008,  and (ii) the 180th day following the date
         on which  the  closing  price of the  Common  Shares  on the  principal
         trading  market of the  Corporation  has equaled or exceeded U.S. $4.00


                                      -13-
<PAGE>

         for 10 days,  whether or not  consecutive  (the earlier of (i) or (ii),
         "Expiry Time"). The exercise price for the purchase of each such Common
         Share shall be U.S. $1.00 per share (the "Exercise Price").  The number
         of Common  Shares to be received  upon the exercise of each Warrant and
         the Exercise Price may be adjusted from time to time as hereinafter set
         forth.

         with the following paragraph:

         This Series 2003B Warrant  Certificate  ("Warrant  Certificate")  is to
         certify that, for value received, Toyota On Western, Inc. or registered
         assigns  (the  "Holder")  shall have the right to purchase  from Altair
         Nanotechnologies  Inc. (hereinafter called the "Corporation") one fully
         paid and  non-assessable  Common  Share of the  Corporation  (a "Common
         Share") for each  Series  2003B  Warrant  (individually,  a  "Warrant")
         represented  by  this  Warrant   Certificate  during  the  time  period
         commencing on the date this Warrant is executed by the  Corporation and
         continuing until 5:00 p.m.  (Mountain  Standard time) on the earlier to
         occur of (the earlier of (i) or (ii), herein referred to as the "Expiry
         Time"):

                  (i) March 30, 2008; or

                  (ii) the 180th  day  following  the date on which the  closing
         price of the  Common  Shares  on the  principal  trading  market of the
         Corporation has equaled or exceeded U.S. $4.00 for 10 days,  whether or
         not  consecutive.  Notwithstanding  the  foregoing,  the 180-day period
         referenced  in the  preceding  the  sentence  shall run only  while the
         Holder is permitted to re-sell  without  restriction  the Common Shares
         underlying the Warrants pursuant to an effective registration statement
         or  similar  document  (a  "Registration   Statement")   filed  by  the
         Corporation with the Securities and Exchange Commission pursuant to the
         Securities  Act of  1933.  If for any  period  of time  the  Holder  is
         restricted  from engaging in the sale of the Common  Shares  underlying
         the  Warrants  due to  the  filing  and  pendency  of a  post-effective
         amendment  to a  Registration  Statement,  or due to any  other  action
         precluding  the Holder's  ability to sell pursuant to the  Registration
         Statement (including,  without limitation, a restriction resulting from
         an event described in Section 3(i) of the Registration Rights Agreement
         dated as of June 4, 2004 between the Corporation and the Holder),  such
         period shall not be counted toward the 180-day period.

         The exercise  price for the purchase of each such Common Share shall be
         U.S.  $1.00 per share  (the  "Exercise  Price").  The  number of Common
         Shares  to be  received  upon  the  exercise  of each  Warrant  and the
         Exercise  Price may be adjusted  from time to time as  hereinafter  set
         forth.

         3.  Ratification  of  Warrant.  Except  as  expressly  amended  by this
Amendment,  the terms and  conditions  of the  Warrant are hereby  ratified  and
confirmed by the parties hereto.

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



      (Remainder of page intentionally left blank; signature page follows)


                                      -14-
<PAGE>


         IN WITNESS  WHEREOF,  the  Corporation  and the Holder have caused this
Amendment No. 1 to Series 2003B Common Share Purchase  Warrant  (Certificate No.
B-[__]) to be executed effective as of the date first set forth above.



                                  The Corporation

                                           Altair International Inc.


                                           By: _________________________________
                                           Name: _______________________________
                                           Its:_________________________________


                                  The Holder

                                           _____________________________________


                                           By: _________________________________
                                           Name: _______________________________
                                           Its:_________________________________







                                      -15-