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 2003D Warrants                 Warrant Certificate No. 2003D-[_]


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


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

This Series 2003D  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 2003D  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.
(Pacific Standard time) on March 5, 2008 (the "Expiry Time"). The exercise price
for the  purchase of each such Common  Share shall be U.S.  $0.45 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.



<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
         "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


                                      -2-
<PAGE>

         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,  that such
         transfer  will  not  jeopardize   the  exemption  or  exemptions   from
         registration pursuant to which the respective Common Shares were issued
         and  that  the  Holder  will  comply  with  the   prospectus   delivery
         requirements  in connection  with any re-sale of the respective  Common
         Shares.

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
                   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

                                      -3-
<PAGE>

                   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 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.

                                      -4-
<PAGE>

         (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;


                                      -5-
<PAGE>


         (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,
                  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.

                                      -6-
<PAGE>

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
         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.

                                      -7-
<PAGE>

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.

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 204 Edison Way, Reno,  Nevada 89502 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).


               [intentionally left blank; signature page follows]



                                      -8-
<PAGE>



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

         DATED as of the _____________ day of ______, ____.


                                ALTAIR NANOTECHNOLOGIES INC.



                                By: ________________________________________
                                Its: _______________________________________






                                      -9-
<PAGE>



                                SUBSCRIPTION FORM


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:



                                      -10-
<PAGE>


                                 ASSIGNMENT FORM

TO BE COMPLETED IF WARRANTS ARE TO BE ASSIGNED:

TO:      ALTAIR NANOTECHNOLOGIES INC.
         204 Edison Way
         Reno, Nevada 89502



         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:                       )





                                      -11-
<PAGE>