BY-LAW NO. 1

       a by-law relating generally to the transaction of the business and
         affairs of ALTAIR NANOTECHNOLOGIES INC. (the "Corporation")

                                 INTERPRETATION

1.                General - In this by-law:

(a)               "Act"  means  the  Canada  Business  Corporations  Act and the
                  regulations  thereunder,  as from  time to time  amended,  and
                  every statute or  regulation  (as the case may be) that may be
                  substituted  therefor  and, in the case of such  amendment  or
                  substitution,  any reference in the by-laws of the Corporation
                  shall  be read as  referring  to the  amended  or  substituted
                  provisions therefor;

(b)               "Board" means the board of directors of the Corporation;

(c)               "by-laws"  means any  by-law of the  Corporation  from time to
                  time in force and effect;

(d)               "meetings  of   shareholders"   includes  annual  and  special
                  meetings;

(e)               all terms  contained  in the by-laws  which are defined in the
                  Act shall  have the  meanings  given to such terms in the Act,
                  unless the context otherwise requires;

(f)               words  importing  the singular  number only shall  include the
                  plural and vice versa;  words  importing the masculine  gender
                  shall include the feminine and neuter gender;  words importing
                  persons   shall   include   bodies   corporate,    syndicates,
                  partnerships, trusts and any number or aggregate of persons;

(g)               the  invalidity or  unenforceability  of any provision in this
                  by-law shall not affect the validity or  enforceability of the
                  remaining provisions of this by-law; and

(h)               the  insertion of headings in this by-law are for  convenience
                  of  reference  only and shall not affect its  construction  or
                  interpretation.

                                    DIRECTORS

2.       Indemnification   -  To  the  maximum  extent  permitted  by  law,  the
         Corporation shall indemnify a director or officer of the Corporation, a
         former director or officer of the  Corporation,  or another  individual
         who  acts or  acted  at the  Corporation's  request  as a  director  or
         officer,  or an  individual  acting in a similar  capacity,  of another
         entity,  against all costs, charges and expenses,  including any amount
         paid to settle an action or satisfy a judgement, reasonably incurred by
         the  individual  in  respect of any  civil,  criminal,  administrative,
         investigative  or other  proceeding in which the individual is involved
         because of that association with the Corporation or other entity.

         The provisions for  indemnification  contained in the by-laws shall not
         be deemed  exclusive  of any other  rights to which any person  seeking
         indemnification   may  be  entitled  under  any   agreement,   vote  of
         shareholders  or  directors  or  otherwise,  both as to  action  in the
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         individual's  official  capacity and as to action in another  capacity,
         and shall  continue  as to a person  who has  ceased to be a  director,
         officer,  employee or agent and shall inure to the benefit of the heirs
         and legal representatives of such a person.

                              MEETINGS OF DIRECTORS

3.       Quorum - A quorum at any meeting of directors is:

(a)      where the articles set out the number of directors,  a majority of that
         number; or

(b)      where the articles set out the minimum and maximum number of directors,
         a majority of the number of directors which then constitutes the Board.

4.       Calling of  Meetings  - The Board,  the Chief  Executive  Officer,  the
         President  or any  director may at any time call a meeting of the Board
         to be held at the  time and  place  determined  by the  Board or by the
         person calling the meeting, as the case may be. Notice of every meeting
         so  called  shall  be  given  to each  director  not  less  than 2 days
         (exclusive of Saturdays,  Sundays and days on which banks generally are
         closed for business in the Province of Ontario) before the day on which
         the meeting is to be held.

5.       Chair - The  Chairperson or, if none, or in the  Chairperson's  absence
         from a meeting of the Board, the Chief Executive Officer, the President
         or, if none, or in the Chief Executive Officer and President's absence,
         a director chosen by the directors  present shall chair each meeting of
         the Board.

6.       First Meeting of New Board - If a quorum of directors is present,  each
         newly elected Board may hold its first  meeting  immediately  following
         the meeting of  shareholders  at which such Board was elected,  without
         notice.

7.       Votes to Govern - Unless otherwise  required by the articles or by law,
         at all  meetings  of the Board,  every  question  shall be decided by a
         majority of the votes cast on the question.  In the case of an equality
         of votes, the chair of the meeting shall have a casting vote.

                                    OFFICERS

         In addition to any officers  that may be appointed  and the  respective
         powers and duties given to such officers, the following officers of the
         Corporation, if appointed, shall have the following powers and duties:

8.                Chairperson  - Subject  to the  authority  of the  Board,  the
                  Chairperson,  if one is appointed,  shall have such powers and
                  duties as are specified by the Board and, when present,  shall
                  chair  all   meetings  of  the  Board  and  all   meetings  of
                  shareholders.

9.                President - Subject to the  authority of the Board and subject
                  to  the  duties  imposed  upon  the  Chairperson,  if  one  is
                  appointed,  the  President,  if one  is  appointed,  shall  be
                  responsible  for the general  supervision  of the business and
                  affairs of the Corporation.

10.               Secretary  -  Subject  to  the  authority  of the  Board,  the
                  Secretary, if one is appointed, shall:

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(a)               give or cause to be given all notices  required to be given to
                  shareholders,  directors,  auditors and members of committees;
                  and

(b)               attend all meetings of directors,  shareholders and committees
                  and  enter  or  cause to be  entered  in  books  kept for that
                  purpose minutes of all proceedings at such meetings.

         The Secretary may delegate all or part of the  Secretary's  duties to a
         nominee from time to time. documents and contracts

11.      Execution of Instruments - Deeds, transfers, assignments, contracts and
         any other  documents of the  Corporation  shall be signed by any one of
         the Chief Executive  Officer,  the president or a  vice-president  or a
         director  and  by  the  secretary  or  the  treasurer  or an  assistant
         secretary   or   an   assistant    treasurer   or   another   director.
         Notwithstanding any provision to the contrary contained in the by-laws,
         the Board may at any time or times  direct  the manner in which and the
         person or persons by whom any particular  deed,  transfer,  assignment,
         contract  or  other  document,  or  any  class  of  deeds,   transfers,
         assignments, contracts or other documents, shall be signed.

                            MEETINGS OF SHAREHOLDERS

12.      Notice - Notice  of the time and  place of a  meeting  of  shareholders
         shall be sent not less than 10 days before the meeting.

13.      Meetings Held By Electronic Means - If the directors or shareholders of
         the  Corporation  call a meeting of  shareholders,  those  directors or
         shareholders,  as the case may be, may determine that the meeting shall
         be held, in accordance with the Act, entirely by means of a telephonic,
         electronic   or  other   communication   facility   that   permits  all
         participants  to  communicate  adequately  with each  other  during the
         meeting.

14.      Quorum - A quorum of  shareholders  for the  transaction of business is
         present  at a meeting  of  shareholders  if not less  than two  persons
         entitled to vote at the meeting are present in person.

15.      Chair  -  The  Chairperson  or,  if  none  is  appointed,   or  in  the
         Chairperson's  absence  from  a  meeting  of  shareholders,  the  Chief
         Executive   Officer  or   President   shall   chair  all   meetings  of
         shareholders. If there is no Chairperson,  President or Chief Executive
         Officer, or if none of them is present within 15 minutes after the time
         appointed for holding the meeting,  the persons  present at the meeting
         and entitled to vote thereat  shall vote to appoint one of their number
         to be the chair of the meeting.

16.      Persons  Entitled To Be Present - The only persons entitled to attend a
         meeting of shareholders are those entitled to vote thereat, the members
         of the Board,  the auditor of the  Corporation,  if any, and any others
         who are  entitled or  required  under any  provision  of the Act or the
         by-laws to be present at the meeting.  Any other person may be admitted
         only on the  invitation of the chair of the meeting or with the consent
         of the meeting.
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17.      Scrutineers - At each meeting of shareholders,  one or more scrutineers
         may be appointed to serve at the meeting by a resolution of the meeting
         or by the chair of the meeting  with the consent of the  meeting.  Such
         scrutineers need not be shareholders of the Corporation.

18.      Voting

(a)      Whenever  a vote by a show of hands  has been  taken  upon a  question,
         every person present and entitled to vote has one vote. Unless a ballot
         is demanded,  a  declaration  by the chair of the meeting that the vote
         upon the question has been carried or carried by a particular  majority
         or not  carried  and an  entry to that  effect  in the  minutes  of the
         meeting  is prima  facie  evidence  of the fact,  without  proof of the
         number or proportion of the votes  recorded in respect of the question.
         A demand for a ballot may be  withdrawn at any time prior to the taking
         of the ballot.

(b)      Upon a ballot,  each shareholder who is present or represented by proxy
         is entitled, in respect of the shares which the shareholder is entitled
         to vote at the  meeting  upon the  question,  to that  number  of votes
         provided by the Act or the articles in respect of those shares.

19.      Votes To Govern - Unless otherwise  required by the articles or by law,
         at all meetings of shareholders, every question shall be decided by the
         majority of the votes cast on the question.  In the case of an equality
         of votes either by show of hands or by ballot, the chair of the meeting
         shall have a casting vote.

20.      Adjournment  - The chair of the  meeting  may,  with the consent of the
         meeting  and  subject to such  conditions  as the  meeting  may decide,
         adjourn the meeting of shareholders from time to time and from place to
         place.

                                     SHARES

21.               Enforcement of Liens - In the event that any shareholder  (the
                  "Defaulting  Shareholder")  defaults  in  the  payment  of any
                  interest and/or  principal due in respect of any  indebtedness
                  owing by such shareholder to the Corporation (the "Debt") when
                  the same becomes due and payable and continues in such default
                  for a period of 30 days after  notice in writing  thereof  has
                  been given by the Corporation to such shareholder:

(a)               the  Corporation  may sell all or any part of the shares  then
                  registered  in the  name of the  Defaulting  Shareholder  (the
                  "Subject  Shares")  at a bona fide  public or private  sale or
                  auction.  The terms and  manner of auction or sale shall be at
                  the sole  discretion of the  Corporation.  The Corporation may
                  accept any offer which it in its absolute discretion considers
                  advisable  upon such terms,  whether  cash or credit or partly

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                  cash and  partly  credit,  as it in its  discretion  considers
                  advisable.  Notice of any  public or  private  sale or auction
                  shall be given to the Defaulting  Shareholder at least 15 days
                  prior  to the  date on  which  such  sale is to be  held.  The
                  proceeds of such sale shall be used and applied firstly to the
                  cost and  expense of such sale  incurred  by the  Corporation,
                  including security transfer taxes and legal fees,  secondly to
                  reimburse the Corporation for out-of-pocket  expenses incurred
                  in  connection  with the sale,  and thirdly for the payment in
                  full of the Debt and other  sums due to the  Corporation  from
                  the Defaulting  Shareholder.  The balance of the proceeds,  if
                  any,  shall  be paid  to the  Defaulting  Shareholder.  If the
                  proceeds  of the sale are  insufficient  to pay the Debt,  the
                  Defaulting  Shareholder shall remain liable to the Corporation
                  for any such deficiency;

(b)               the Corporation may apply any dividends or other distributions
                  paid or  payable on or in  respect  of the  Subject  Shares in
                  repayment of the Debt;

(c)               where  the  Subject  Shares  are  redeemable  pursuant  to the
                  articles,  the  Corporation  may  redeem  all or  part  of the
                  Subject Shares and apply the redemption price to the Debt;

(d)               the  Corporation  may refuse to  register a transfer of all or
                  part of the Subject Shares until the Debt is paid; and

(e)               in  exercising  one or  more  of the  rights  granted  in this
                  by-law,  the Corporation  shall not prejudice or surrender any
                  other  rights of  enforcement  of its lien which may by law be
                  available  to  it,  or  any  other  remedy  available  to  the
                  Corporation  for  collection of the Debt,  and the  Defaulting
                  Shareholder shall remain liable for any deficiency  remaining.
                  payments by corporation

22.      Dividends  - A dividend  payable in cash shall be paid by cheque to the
         order of each  registered  holder of shares of the class in  respect of
         which such  dividend  has been  declared  as at the record date for the
         determination  of  shareholders  entitled to receive such  dividend and
         shall be  delivered  to each such  holder or mailed by  ordinary  mail,
         postage  prepaid,  to such holder at its last address  appearing on the
         central  securities  register of the Corporation.  In the case of joint
         holders  the cheque  shall be made  payable to the order of all of such
         joint  holders  and,  if more than one  address  appears on the central
         securities  register  of the  Corporation  in  respect  of  such  joint
         holding,  the cheque shall be delivered or mailed to the first  address
         so appearing. The mailing or delivery of such cheque as aforesaid shall
         satisfy and  discharge  all liability for the dividend to the extent of
         the sum represented  thereby,  unless such cheque is not paid at par in
         Canadian funds on due  presentation  at the  municipality  in which the
         registered  office of the  Corporation is situate or at any other place
         where it is by its terms  payable.  In the event of  non-receipt of any
         dividend  cheque by the  person to whom it is  mailed or  delivered  as
         aforesaid,  the  Corporation  shall issue to such person a  replacement
         cheque for a like amount upon being  furnished  with such indemnity and
         evidence of non-receipt  as the Board may from time to time  prescribe,
         whether generally or in any particular case.
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<PAGE>

                                     NOTICE

23.      Notice to Joint  Shareholders  - All notices with respect to any shares
         registered in more than one name may, if more than one address  appears
         on the books of the  Corporation in respect to such joint  holding,  be
         given to such joint shareholders at the first address so appearing, and
         notice so given  shall be  sufficient  notice to all of the  holders of
         such shares.

24.      Omissions  and Errors - The  accidental  omission to give any notice to
         any shareholder, director, officer or auditor or the non-receipt of any
         notice by any shareholder, director, officer or auditor or any error in
         any notice not affecting the substance thereof shall not invalidate any
         action taken at any meeting  held  pursuant to such notice or otherwise
         founded thereon.

                             SHAREHOLDERS' AGREEMENT

25.      Conflicting  Provisions  -  Notwithstanding  anything  contained in the
         by-laws,  the  provisions of the by-laws shall be amended to the extent
         necessary  to  give  effect  to the  provisions  of  any  shareholders'
         agreement in force between the Corporation and its shareholders, and to
         the extent that there is any  conflict  between the  provisions  of the
         by-laws and any such  shareholders'  agreement,  the provisions of such
         shareholders' agreement shall prevail.

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                                By-law Amendment


                                  BY-LAW NO. 8
                                  ------------


         A by-law to amend By-law No. 1 of ALTAIR NANOTECHNOLOGIES INC.

                                                             (the "Corporation")

BE IT ENACTED as a by-law of the Corporation as follows:

29.      INDEMNIFICATION AND ADVANCEMENT OF EXPENSES
         -------------------------------------------

         a)       To the maximum extent permitted by law, the Corporation  shall
                  indemnify a director or officer of the  Corporation,  a former
                  director  or  officer  of  the   Corporation,   or  any  other
                  individual  (regardless of whether the other  individual is or
                  is not an officer or director or a former  officer or director
                  of the  Corporation)  who acts or  acted at the  Corporation's
                  request  for or on behalf of another  entity as a director  or
                  officer or in any  similar  capacity,  including  action as an
                  employee of the other  entity in the  capacity of an attorney,
                  against all costs, charges and expenses reasonably incurred by
                  the  individual  in  respect  of any  threatened,  pending  or
                  completed civil,  criminal,  administrative,  investigative or
                  other  proceeding  in which  the  individual  is  involved  or
                  threatened to become  involved as a party, a witness or in any
                  other fashion because of that association with the Corporation
                  or with the other  entity.  If but only if a  proceeding  is a
                  derivative  action brought by or on behalf of the  Corporation
                  or some other entity to procure a judgement in its favour, the
                  indemnification that is provided for in this Section 29(a) and
                  the  advancement  of monies  that is  provided  for in Section
                  29(c) shall  require  prior  approval by a court of  competent
                  jurisdiction.

         b)       Regardless  of  Section  29(a),  the  Corporation   shall  not
                  indemnify an individual  if it is  ultimately  determined by a
                  final  and  unappealable  decision  of a  court  of  competent
                  jurisdiction  that (i) he or she did not act  honestly  and in
                  good  faith  with  a  view  to  the  best   interests  of  the
                  Corporation  or, as the case may be, to the best  interests of
                  the other  entity for which he or she acted as a  director  or
                  officer or in a similar capacity at the Corporation's request,
                  or (ii)  that he or she did not have  reasonable  grounds  for
                  believing  that his or her conduct was lawful in the case of a
                  criminal  or  administrative  action  or  proceeding  that  is
                  enforced by a monetary penalty.
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         c)       The Corporation  shall advance monies to a director,  officer,
                  employee  or  other  indemnified  individual  for  the  costs,
                  charges and expenses of any  threatened or pending  proceeding
                  that is referred to in Section  29(a) as they are incurred and
                  before the final  disposition of the proceeding as soon as the
                  Corporation   receives  an  unsecured   conditional   personal
                  promissory  note  obligating the individual who is entitled to
                  receive the advanced  monies to repay them if it is ultimately
                  determined by a final and unappealable  decision of a court of
                  competent  jurisdiction  that the  individual  must  repay the
                  advances  because he or she did not satisfy the conditions for
                  indemnification  that  are set  forth  in  Section  29(b).  An
                  individual's right to advancement of monies under this Section
                  29(c) is separate and independent of his or her ultimate right
                  to  indemnification  under Section  29(a),  and no preliminary
                  determination  that he or she will  ultimately  be entitled to
                  indemnification shall be required before the advances required
                  by  this  Section  29(c)  must  be  made  to him or her by the
                  Corporation.  For  purposes of the  advances  required by this
                  Section  29(c),   there  shall  be  a  presumption   that  the
                  individual  receiving  advanced monies  satisfied or satisfies
                  the  conditions  for  indemnification  that  are set  forth in
                  Section  29(b) and the  presumption  shall  continue  to apply
                  unless and until it is determined by a final and  unappealable
                  decision  of  a  court  of  competent  jurisdiction  that  the
                  individual   does  or  did  not  satisfy  the  conditions  for
                  indemnification that are set forth in Section 29(b).

         d)       For purposes of Section 29(a) related to  indemnification  and
                  Section 29(c) related to the advancement of monies,  the words
                  "costs,  charges and  expenses"  (collectively  referred to as
                  "Expenses")  shall be  broadly  construed  and  shall  include
                  Expenses   actually  and   reasonably   paid  or  incurred  in
                  connection with the establishment,  confirmation, approval, or
                  enforcement of any right to  indemnification or advancement of
                  monies  under  these  by-laws  as  well  as  Expenses  paid or
                  incurred  in  connection  with the  prosecution  of any claim,
                  counterclaim,  or  affirmative  or  other  defense  in or  the
                  investigation, conduct, settlement or appeal of any proceeding
                  that is referred to in Section  29(a).  To the maximum  extent
                  permitted  by law,  Expenses  shall  include  amounts  paid in
                  settlement,  judgements, fines penalties and other liabilities
                  of every kind and  character.  Expenses  shall  also  include,
                  without  limitation (i) attorney's  fees, (ii) the fees of any
                  expert  witness,  investigator,  or  other  individual  who is
                  employed  by or acting at the  request of an  attorney,  (iii)
                  filing fees and any other costs  imposed by or paid to a court
                  or other agency or tribunal,  (iv) amounts paid or incurred in
                  connection with the taking,  reporting,  and  transcription of
                  depositions,  (v) witness fees and mileage,  (vi) amounts paid
                  or incurred for computerized  legal or factual  research,  the
                  preparation of models,  exhibits or similar  materials for use
                  at  trial  or  otherwise,   transportation,   lodging,  meals,
                  long-distance  telephone,  telecopy,  photocopying,   postage,
                  freight,   and   delivery   service,   and  (vii)   reasonable
                  compensation  to an  individual  for which he is not otherwise
                  compensated by the  Corporation or other entity for his or her
                  time  spent  while  engaged  in  the  investigation,  conduct,
                  settlement, or appeal of any proceeding that is referred to in
                  Section 29(a).

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         e)       As  soon  as  the   Corporation  has  received  the  unsecured
                  conditional  personal  promissory  note  that is  required  by
                  Section  29(c),  the  Corporation  shall advance  monies to an
                  individual who is entitled to advancement  under Section 29(c)
                  and the advances shall be made in the fashion required by this
                  Section 29(e).  Within fifteen (15) days aver the  Corporation
                  receives a written statement itemizing Expenses to be advanced
                  from  the  individual  who is  entitled  to  advancement;  the
                  Corporation  shall advance them by delivery to him or her of a
                  cashier's check made payable to him or her in. the full amount
                  of the itemized Expenses.  Copies of all relevant receipts and
                  invoices must accompany the itemized statement, but no invoice
                  from an attorney  must include  information  that the attorney
                  believes   is   subject   to   the   attorney-client   or  the
                  solicitor-client  privilege.  No question  by the  Corporation
                  concerning the itemized  statement shall delay  advancement of
                  the full amount of Expenses itemized therein,  but advancement
                  of the Expenses by the  Corporation  shall not  prejudice  the
                  Corporation's   right  to  later   question  the  accuracy  or
                  reasonableness  of any  itemized  statement  in any  court  of
                  competent  jurisdiction if and when the Corporation chooses to
                  do so.

         f)       The provisions for  indemnification  and advancement of monies
                  that  are  contained  in these  by-laws  shall  not be  deemed
                  exclusive  of any other  rights to which  any  person  seeking
                  indemnification  or advancement may be entitled under the Act,
                  other  applicable law, or any agreement,  vote of shareholders
                  or  directors  or   otherwise,   both  as  to  action  in  the
                  individual's  official  capacity  and as to action in  another
                  capacity,  and shall continue as to a person who has ceased to
                  be a director,  officer,  employee or agent of the Corporation
                  or of  another  entity and shall  inure to the  benefit of the
                  heirs and legal  representatives  of such a person. The rights
                  to   indemnification   and  advancement  of  monies  that  are
                  contained  in these  by-laws  shall be  presumed  to have been
                  relied upon by the directors,  officers,  employees and agents
                  of the Corporation or other entity and shall be enforceable as
                  a contract right.

REPEAL
------

Paragraph  No. 29 of By-law No. 1 with respect to  Indemnity  of  Directors  and
Officers be revoked, and any other by-laws inconsistent herewith be and the same
are hereby repealed.