AMENDMENT TO
                         COMMON SHARE PURCHASE WARRANTS

         This Amendment to Common Share Purchase Warrants (this  "Amendment") is
entered  into  on  this  5th  day  of  June,   2003,   by  and  between   Altair
Nanotechnologies,  Inc.,  a  Canadian  corporation  (the  "Company"),  and Louis
Schnur, an individual ("Schnur").

                                   Background

         A. The Company  previously  issued the  following  warrants to purchase
common  shares  of the  Company  to  Schnur  (such  warrants,  collectively  the
"Warrants"):

         o    a Series  2001A  Warrant  dated June 19, 2001 for  400,000  common
              shares,
         o    a Series  2001A  Warrant  dated July 23, 2001 for  100,000  common
              shares,
         o    a Series  2001B  Warrant  dated June 19,  2001 for  400,000 of our
              common shares (which  warrant has been  exercised  with respect to
              all except 196,331 common shares), and
         o    a Series  2001B  Warrant  dated July 23, 2001 for  100,000  common
              shares.

         B. The Company and Schnur  desire to reduce the  exercise  price of the
Warrants as set forth herein.

                                    Agreement

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

         1. Amendment to Warrants.  In each of the Warrants,  the Exercise Price
(as defined therein) is hereby amended to be $1.00.

         2. Ownership Limitation.  The following Section 24 hereby added to each
of the Warrants to the extent not added by a prior amendment  (with  capitalized
terms used below but not defined in this Amendment  having the meaning set forth
in the Warrants):

         Notwithstanding  anything to the  contrary  contained  herein or in the
         Warrants,  in no event shall the Holder be  entitled  to exercise  this
         Warrant  Certificate  to the extent  that after  giving  effect to such
         exercise the Holder  (together  with such  person's  affiliates)  would
         beneficially  own (calculated as set forth below) in excess of 9.99% of
         the outstanding Common Shares following such exercise.  For purposes of
         the foregoing sentence,  the number of Common Shares beneficially owned
         by the  Holder and its  affiliates  or  acquired  by the Holder and its
         affiliates,  as the case may be,  shall  include  the  number of Common
         Shares issuable upon exercise of this Warrant  Certificate with respect
         to which such determination of beneficial  ownership is being made, but
         shall  exclude the number of Common Shares which would be issuable upon
         (i)  exercise of the  remaining,  nonexercised  portion of this Warrant
         Certificate  beneficially  owned by such Holder and its  affiliates and
         (ii) exercise or exchange of the unexercised or unconverted  portion of
         any warrants or other securities of the Company subject to a limitation
         on exchange or exercise  analogous to the limitation  contained  herein
         beneficially  owned by such  Holder and its  affiliates.  Except as set
         forth  in the  preceding  sentence,  for  purposes  of this  paragraph,


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         beneficial  ownership  shall be calculated  in accordance  with Section
         13(d)  of  the   Securities   Exchange   Act  of  1934,   as   amended.
         Notwithstanding   anything  to  the  contrary  contained  herein,  each
         Subscription  Form  shall  constitute  a  representation  by the Holder
         submitting  such  Subscription  Form that,  after giving effect to such
         Subscription  Form,  (A)  the  Holder  will  not  beneficially  own (as
         determined in accordance with this paragraph) in excess of 9.99% of the
         outstanding  Common  Shares and (B) the Holder will not have  acquired,
         through exercise of this Warrant Certificate or otherwise,  a number of
         Common  Shares  which,  when  added  to the  number  of  Common  Shares
         beneficially  owned at the beginning of the 60-day period ending on and
         including the applicable date of exercise of this Warrant  Certificate,
         is in excess of 9.99% of the outstanding  Common Shares  following such
         exercise  during the 60-day period ending on and including such date of
         exercise and the Company  shall have no  liability  for any exercise in
         reliance on any such Subscription Form. For purposes of this paragraph,
         in determining the number of the  outstanding  Common Shares the Holder
         may rely on the number of outstanding Common Shares (1) as reflected in
         the  Company's  most  recent  shareholder  list,  which  list  shall be
         provided to the Holder by the Company upon the Holders' written request
         (which  request the Holder shall not submit to the Company on more than
         one  occasion per  calendar  quarter)  and  certified by the Company as
         true, complete and accurate as of the date thereof, or (2) at such time
         as the Company is a Reporting Company under the Securities Exchange Act
         of 1934,  as reflected in the  Company's  most recent Form 10-Q or Form
         10-K, as the case may be, or a more recent public  announcement  by the
         Company or other  notice by the Company or its transfer  agent  setting
         forth the number of Common Shares outstanding.  In any case, the number
         of outstanding Common Shares shall be determined after giving effect to
         exercises  of this Warrant  Certificate  (including  the exercise  with
         respect this  determination is being made) by the Holder since the date
         as of which such number of  outstanding  Common Shares was disclosed or
         reported.  Notwithstanding the foregoing,  in the event of any event of
         default under any promissory  note or other  instrument of indebtedness
         issued by the Company to the Holder, the Holder shall have the right to
         exercise this Warrant  Certificate and to convert all or any portion of
         this Warrant  Certificate into Common Stock, in its sole discretion and
         at such time or times as it deems appropriate.

         3. Acknowledgement of Restrictions.  Schnur acknowledge and agrees that
(a)  the  Warrants  were  initially  issued  in  transactions  exempt  from  the
registration requirement the Securities Act of 1933, as amended (the "Securities
Act") and are  "restricted  securities,"  as defined under Rule 144  promulgated
under the Securities Act ("Rule 144"),  (b) for purposes of the Securities  Act,
the amendment to the Warrants effected by this Amendment represents the issuance
of a new security and re-starts any holding  periods for purposes of Rule 144 or
otherwise,  and (c) as a result (b),  notwithstanding  any prior registration of
the re-sale of the common shares  issuable  upon exercise of the Warrants  under
the Securities Act, the common shares issuable upon the exercise of the Warrants
are no longer  eligible  for re-sale  under any  previously  filed  registration
statement  and  may  not  be  sold  unless  subsequently  registered  under  the
Securities  Act or eligible for an exemption of the  restrictions  applicable to
restricted securities.

         4.  Ratification  of  Warrants.  Except as  expressly  amended  by this
Amendment,  the terms and conditions of each of the Warrants are hereby ratified
and confirmed by the parties hereto and thereto.

         5. 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.



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         IN WITNESS  WHEREOF,  the  Company  and the  Schnur  have  caused  this
Amendment to Common Share Purchase  Warrants to be executed  effective as of the
date first set forth above.


                                            The Company

                                            Altair Nanotechnologies Inc.

                                            By:  /s/ Edward Dickinson
                                            ------------------------------------
                                            Its: Chief Financial Officer


                                            Schnur

                                            /s/ Louis Schnur
                                            ------------------------------------
                                            Louis Schnur, an individual




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