REPRICING AMENDMENT TO
                         COMMON SHARE PURCHASE WARRANTS

         This  Repricing  Amendment  to Common  Share  Purchase  Warrants  (this
"Amendment")  is entered into  effective as of October 18, 2001,  by and between
Altair International,  Inc. an Ontario corporation (the "Company") Louis Schnur,
an  individual,  and  Toyota on  Western,  Inc.,  an  Illinois  corporation  and
affiliate  of Louis  Schnur.  Louis  Schnur  and  Toyota on  Western  Inc.,  are
collectively  referred  to as the  "Holders"  and  separately  referred  to as a
"Holder."

                                   Background

         A.  The Holders are affiliated  parties,  and Louis Schnur is a primary
owner and President of Toyota on Western, Inc.

         B.  Between  December  1999 and  August  2000,  one or the other of the
Holders  purchased  the  following  warrants  to purchase  common  shares of the
Company  (1) a Series K-1  Warrant  dated  December  6, 1999 for  25,000  common
shares,  (2) a Series L-1  Warrant  dated  January  24,  2000 for 25,000  common
shares,  (3) a Series  2000A-1  Warrant  dated  July 8, 2000 for  15,500  common
shares,  (4) a Series  2000A-2  Warrant  dated  July 17,  2000 for 9,000  common
shares,  (5) a Series  2000A-3  Warrant  dated July 20,  2000 for 25,500  common
shares,  (6) a Series  2000A-4  Warrant  dated July 28,  2000 for 34,500  common
shares,  (7) a Series  2000A-5  Warrant  dated July 31,  2000 for 13,000  common
shares,  (8) a Series  2000A-9  Warrant  dated August 7, 2000 for 26,500  common
shares,  (9) a Series  2000A-6  Warrant  dated August 14, 2000 for 30,000 common
shares,  and (10) a Series  2000A-7  Warrant  dated  August 22,  2000 for 51,000
common  shares (the "1999  Warrants").  The offer and sale by the Company of the
1999  Warrants were  registered  under  Securities  Act of 1933, as amended (the
"Securities  Act"),  pursuant  to  Registration   Statement  on  Form  S-3,  No.
333-70763,  and each such offer and sale was  proceeded  by a  Prospectus  dated
March 17, 1999 and a related prospectus supplement.

         C. During March 2000 and August  2000,  one or the other of the Holders
purchased (1) a Series M-1 Warrant dated March 3, 2000 for 83,333 common shares,
(2) a Series  2000B-1  Warrant dated August 4, 2000 for 187,500 common shares of
the Company,  and (3) a Series 2000C-1  Warrant dated August 4, 2000 for 187,500
common shares of the Company (the "2000  Warrants";  collectively  with the 1999
Warrants, the "Warrants") from the Company in a private offering exempt from the
registration   requirements  of  the  Securities  Act.  The  2000  Warrants  are
"restricted  securities,"  as  defined  under  Rule 144  promulgated  under  the
Securities  Act. The resale of the common  shares  issuable upon exercise of the
2000 Warrants, however, has been registered under the Securities Act pursuant to
Registration  Statement on Form S-3,  No.  333-54902  (the "Resale  Registration
Statement").

         D. In order to  provide  incentive  for the  Holders  to  exercise  the
Warrants as soon as  possible,  the  Company  has agreed to reduce the  exercise
price of each of the  Warrants  to $1.00 for a limited  period,  after which the
exercise  price  will  again  increase  to the  exercise  price set forth in the
respective  Warrant,  all on and  subject  to the terms and  conditions  of this
Amendment.

                                    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
Holders hereby agree as follows:

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<PAGE>

         1.  Amendment  to 1999  Warrants.  Each of the 1999  Warrants is hereby
amended to include a Section  (which shall be the last  numbered  Section of the
respective Warrant), the text of which is as follows:

         Notwithstanding  anything to the contrary in this Warrant  Certificate,
         with  respect  to any  Warrant  that is  exercised  during  the  period
         commencing  on  October  18,  2001 and ending at 5:00  Pacific  Time on
         December 3, 2001 (the "1999  Warrant  Discount  Period"),  the Exercise
         Price shall be U.S. $1.00. Following the expiration of the 1999 Warrant
         Discount  Period,  the  Exercise  Price  shall  increase  to the amount
         designated as the Exercise Price in the first paragraph of this Warrant
         Certificate.

         2.  Amendment  to 2000  Warrants.  Each of the 2000  Warrants is hereby
amended to include a Section  (which shall be the last  numbered  Section of the
respective Warrant), the text of which is as follows:

         Notwithstanding  anything to the contrary in this Warrant  Certificate,
         with  respect  to any  Warrant  that is  exercised  during  the  period
         commencing  on the  business  day that is two  business  days after the
         Corporation  has  filed  its  Quarterly  Report  on Form  10-Q  for the
         three-month  period ended September 30, 2001 and ending at 5:00 Pacific
         Time on December 14, 2001 (the "2000  Warrant  Discount  Period"),  the
         Exercise  Price shall be U.S.  $1.00.  Following the  expiration of the
         2000 Warrant Discount Period,  the Exercise Price shall increase to the
         amount  designated as the Exercise Price in the first paragraph of this
         Warrant Certificate.

         3.  Covenants  by Company and  Holders.  Unless the Company has earlier
caused this Amendment to be filed with the Securities and Exchange Commission as
an Exhibit to a report  pursuant  to  Section  13(a) or 15(d) of the  Securities
Exchange Act of 1934, as amended,  the Company shall cause this  Amendment to be
filed as an Exhibit  to its  Quarterly  Report on Form 10-Q for the  three-month
period ended  September 30, 2001 and shall,  within two days of the date of such
filing, promptly thereafter deliver to the Holders a prospectus under the Resale
Registration  Statement  reflecting any changes effected by this Amendment.  The
Holders  agree that all common  shares of the Company  issuable upon exercise of
the 2000  Warrants  shall be sold in  compliance  with the  prospectus  delivery
requirements  of the  Securities  Act,  using the most recent form of prospectus
provided by the Company.

         4.  Expiration of Offer. This Amendment shall be binding on the parties
hereto only when and if signed by all of the parties hereto.  The Company agrees
to execute this  Amendment if it receives a copy of this  Amendment  executed by
both of the Holders on or before October 26, 2001.

         5.  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.

         6.  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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<PAGE>


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

                  The Company

                           Altair International Inc.

                           By:      /s/ William P. Long
                                   ----------------------------------
                                        William P. Long, President


                  The Holders

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

                           Toyota On Western, Inc.

                           By:      /s/ Louis Schnur
                               --------------------------------------
                                    Louis Schnur, President

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