Exhibit 4.4

                          REGISTRATION RIGHTS AGREEMENT

         THIS  REGISTRATION  RIGHTS  AGREEMENT  (this  "Agreement")  is made and
entered into as of [August] __, 2000, by and between Altair  International Inc.,
an Ontario corporation (the "Company") and ___________ (the "Investor").

                                    Recitals:

         A. The Company  and the  Investor  have  entered  into a certain  Stock
Purchase Agreement dated of even date herewith (the "Stock Purchase Agreement"),
pursuant  to which  the  Company  has  agreed to sell to the  Investor,  and the
Investor has agreed to purchase from the Company (i)  _____common  shares of the
Company (the "Shares"), (ii) ___ stock purchase warrants in the form attached to
the Stock  Purchase  Agreement as Exhibit B (the "Series  2000B  Warrants")  and
(iii) ____ stock  purchase  warrants in the form attached to the Stock  Purchase
Agreement  as Exhibit C (the  "Series  2000C  Warrants";  collectively  with the
Series 2000B Warrants, the "Warrants"). The Common Shares issuable upon exercise
of the  Warrants  are  hereinafter  referred  to as the  "Warrant  Shares"  and,
collectively with the Shares and the Warrants, the "Securities."

         B. To induce the  Investor to execute  and  deliver the Stock  Purchase
Agreement,  the Company has agreed to provide certain  registration rights under
the  Securities  Act  of  1933,  as  amended,  and  the  rules  and  regulations
thereunder, or any similar successor statute (collectively, the "1933 Act").

                                   Agreement:

         NOW,  THEREFORE,  in  consideration  of the  premises  and  the  mutual
covenants  contained  herein  and other  good and  valuable  consideration,  the
receipt and  sufficiency of which are hereby  acknowledged,  the Company and the
Investors hereby agree as follows:

         1. DEFINITIONS.
            -----------

         As  used  in this  Agreement,  the  capitalized  terms  defined  in the
Preamble  and  Recitals  shall  have the  meanings  set  forth  therein  and the
following terms shall have the following meanings:

         a. "Investor" means the Investor and any transferee or assignee to whom
the Investor  assigns its rights under this  Agreement  and who agrees to become
bound by the provisions of this Agreement in accordance with Section 8.

         b. "Issuance Date" shall mean the date first set forth above.

         c. "Person"  means a  corporation,   a limited  liability  company,  an
association, a partnership, an organization, a business, a trust, an individual,
a governmental or political subdivision thereof or a governmental agency.

         d. "Register," "registered," and "registration" refer to a registration
effected  by  preparing  and  filing  one or  more  Registration  Statements  in
compliance  with the 1933 Act and pursuant to Rule 415 under the 1933 Act or any
successor  rule providing for offering  securities on a continuous  basis ("Rule
415"),  and the declaration or ordering of  effectiveness  of such  Registration
Statement(s) by the United States Securities and Exchange Commission (the "SEC")

         e. "Registrable Securities" means the Shares and the Warrant Shares and
any shares of capital  stock  issued or issuable  with  respect to the Shares or
Warrant Shares as a result of any stock split, stock dividend, recapitalization,
exchange, recapitalization,  combination, merger, consolidation, distribution or
similar event or otherwise.


                                       1
<PAGE>

         f. "Registration  Statement"   means a  registration  statement  of the
Company filed under the 1933 Act.

Capitalized  terms used herein and not otherwise  defined  herein shall have the
respective meanings set forth in the Stock Purchase Agreement.

         2. REGISTRATION.
            ------------

         a. Mandatory Registration.  The Company shall prepare, and, on or prior
to  the  one-year  anniversary  of  the  Issuance  Date,  file  with  the  SEC a
Registration Statement or Registration  Statements (as is necessary) on Form S-3
(or, if such form is unavailable for such a registration,  on such other form as
is  available  for  such a  registration),  covering  the  resale  of all of the
Registrable  Securities,  which  Registration  Statement(s) shall state that, in
accordance  with Rule 416  promulgated  under the 1933  Act,  such  Registration
Statement(s) also covers such intermediate number of additional Common Shares as
may become issuable upon exercise of the Warrants to prevent dilution  resulting
from stock splits,  stock dividends or similar  transactions.  The Company shall
use its best efforts to have the Registration Statement(s) declared effective by
the SEC as soon as  practicable.  Such  Registration  Statement  shall initially
register for resale at least such number of Common Shares equal to the number of
Shares and Warrant Shares. At the Company's discretion, the Company or any other
holder of the Company's  securities who has registration  rights (other than the
Investor and its  assignees or  transferees)  may include its  securities in any
registration effected pursuant to this Section 2(a).

         b. Counsel and Investment Bankers.  Subject to Section 5, in connection
with any offering  pursuant to Section 2, the  Investor  shall have the right to
select legal counsel and an investment banker or bankers and manager or managers
to administer its interest in the offering,  which investment  banker or bankers
or manager or managers  shall be  reasonably  satisfactory  to the Company.  The
Company shall reasonably cooperate with any such counsel and investment bankers.
The Investor  shall pay all  expenses of such  counsel,  investment  bankers and
managers.

         c. Limitation  on  Registration   Rights.    Notwithstanding   anything
contained in this Agreement to the contrary,  when, in the opinion of counsel to
the Company  (which  counsel shall be  experienced  in securities  law matters),
registration of the  Registrable  Securities is not required by the 1933 Act and
other  applicable  securities  laws in  connection  with a proposed sale of such
Registrable  Securities,  the  Investor  shall have no rights  pursuant  to this
Section 2 to request registration in connection with such proposed sale, and the
Company shall promptly  provide to the transfer agent and the Investor's  broker
in  connection  with any sale  transaction  an  opinion  to the effect set forth
above.

         3. RELATED OBLIGATIONS.
            -------------------

         At such  time  as the  Company  is  obligated  to  file a  Registration
Statement  with the SEC pursuant to Section 2(a),  the Company will use its best
efforts to effect the  registration of the Registrable  Securities in accordance
with the intended  method of  disposition  thereof and,  pursuant  thereto,  the
Company shall have the following obligations:

         a. The  Company  shall  promptly  prepare  and  file  with  the  SEC  a
Registration Statement with respect to the Registrable Securities on or prior to
the one-year anniversary of the Issuance Date for the registration of


                                       2
<PAGE>


the  one-year   anniversary  of  the  Issuance  Date  for  the  registration  of
Registrable  Securities  pursuant  to Section  2(a) and use its best  efforts to
cause such  Registration  Statement  relating to the  Registrable  Securities to
become  effective  as soon as  practicable  after  such  filing,  and keep  such
Registration  Statement  effective  pursuant  to Rule 415 at all times until the
earlier  of (i) the date as of which  the  Investor  may sell all of the  Shares
without restriction pursuant to Rule 144(k) (or its then equivalent) promulgated
under the 1933 Act or (ii) the date on which the  Investor  shall  have sold all
the Registrable Securities (the "Registration Period").

         b. Subject to Section 3(e), the Company shall prepare and file with the
SEC such amendments (including  post-effective  amendments) and supplements to a
Registration  Statement and the prospectus  forming a part of such  Registration
Statement,  which  prospectus  is to be filed  pursuant to Rule 424  promulgated
under the 1933 Act,  as may be  necessary  to keep such  Registration  Statement
effective at all times during the Registration  Period, and, during such period,
comply with the  provisions of the 1933 Act with respect to the  disposition  of
all Registrable Securities of the Company covered by such Registration Statement
until the expiration of the Registration Period.

         c. The Company shall use reasonable efforts to (i) register and qualify
the Registrable  Securities covered by a Registration Statement under such other
securities or "blue sky" laws of such  jurisdictions in the United States as the
Investor reasonably requests, (ii) prepare and file in those jurisdictions, such
amendments  (including  post-effective   amendments)  and  supplements  to  such
registrations   and   qualifications   as  may  be  necessary  to  maintain  the
effectiveness  thereof  during the  Registration  Period,  (iii) take such other
actions as may be necessary to maintain such registrations and qualifications in
effect at all times  during  the  Registration  Period,  and (iv) take all other
actions reasonably necessary or advisable to qualify the Registrable  Securities
for sale in such jurisdictions; provided, however, that the Company shall not be
required in connection  therewith or as a condition thereto to (x) qualify to do
business in any jurisdiction where it would not otherwise be required to qualify
but for this Section 3(c),  (y) subject  itself to general  taxation in any such
jurisdiction,  or (z) file a general  consent  to service of process in any such
jurisdiction.  The Company shall promptly  notify the Investor of the receipt by
the  Company  of  any  notification  with  respect  to  the  suspension  of  the
registration  or  qualification  of any of the  Registrable  Securities for sale
under the securities or "blue sky" laws of any jurisdiction in the United States
or its  receipt  of  actual  notice  of the  initiation  or  threatening  of any
proceeding for such purpose.

         d. As promptly as practicable  after becoming aware of such event,  the
Company  shall notify the Investor in writing of the happening of any event as a
result of which the prospectus included in a Registration  Statement, as then in
effect,  includes an untrue  statement of a material fact or omission to state a
material fact required to be stated  therein or necessary to make the statements
therein,  in  light  of the  circumstances  under  which  they  were  made,  not
misleading,  and promptly prepare a supplement or amendment to such Registration
Statement to correct such untrue statement or omission. Notwithstanding anything
to the  contrary  in this  Section  3(d),  at any time  after  the  Registration
Statement has been declared  effective,  the Company may delay the disclosure of
any information  concerning the Company if the Board of Directors of the Company
determines  in  good  faith  that  in  its  reasonable  business  judgment  such
disclosure   would  interfere  in  any  material  respect  with  any  financing,
acquisition,  corporate  reorganization  or  other  transaction  or  development
involving the Company that in the  reasonable  good faith  business  judgment of
such board is a transaction or  development  that is or would be material to the
Company and, in the opinion of counsel to the Company,  such  disclosure  is not
otherwise required (a "Grace Period"); provided, that the Company shall promptly
(i) notify the  Investor  in writing of the  existence  of  material  non-public
information giving rise to a Grace Period and the date on which the Grace Period
will  begin,  and (ii)  notify the  Investor in writing of the date on which the
Grace Period ends. Upon expiration of the Grace Period,  the Company shall again
be  bound by the  first  sentence  of this  Section  3(d)  with  respect  to the
information giving rise thereto.


                                       3
<PAGE>

         e. The Company shall use reasonable  efforts to prevent the issuance of
any stop order or other suspension of effectiveness of a Registration Statement,
or the suspension of the qualification of any of the Registrable  Securities for
sale in any  jurisdiction  and,  if such an order or  suspension  is issued,  to
obtain the  withdrawal  of such order or  suspension  at the  earliest  possible
moment and to notify the Investor who holds Registrable Securities being sold of
the issuance of such order and the  resolution  thereof or its receipt of actual
notice of the initiation or threat of any proceeding for such purpose.

         f. Upon request,  the Company shall permit the Investor and its counsel
to review and comment  upon a  Registration  Statement  and all  amendments  and
supplements thereto prior to their filing with the SEC.

         g. The Company shall hold in confidence  and not make any disclosure of
information   concerning  the  Investor  provided  to  the  Company  unless  (i)
disclosure of such  information is necessary to comply with any federal or state
securities law, (ii) the disclosure of such information is necessary to avoid or
correct a  misstatement  or omission in any  Registration  Statement,  (iii) the
release of such  information  is ordered  pursuant to a subpoena or other final,
non-appealable   order  from  a  court  or   governmental   body  of   competent
jurisdiction,  or (iv) such information has been made generally available to the
public other than by  disclosure  in  violation  of this  Agreement or any other
agreement.  The Company agrees that it shall,  upon learning that  disclosure of
such  information  concerning  the  Investor  is  sought  in  or by a  court  or
governmental body of competent  jurisdiction or through other means, give prompt
written  notice  to the  Investor  and  allow the  Investor,  at the  Investor's
expense, to undertake  appropriate action to prevent disclosure of, or to obtain
a protective order for, such information.

         h. The Company  shall  cooperate  with the Investor to  facilitate  the
timely  preparation  and delivery of  certificates  (not bearing any restrictive
legend)  representing  the  Registrable  Securities to be offered  pursuant to a
Registration  Statement and enable such certificates to be in such denominations
or amounts,  as the case may be, as the  Investors  may  reasonably  request and
registered in such names as the Investors may request.

         4. OBLIGATIONS OF THE INVESTOR.
            ---------------------------

         a. Prior  to the  first  anticipated  filing  date  of  a  Registration
Statement,  the Company shall notify the Investor in writing of the  information
the Company requires from the Investor if the Investor elects to have any of the
Investor's  Registrable Securities included in such Registration  Statement.  It
shall be a condition precedent to the obligations of the Company to complete the
registration  pursuant  to  this  Agreement  with  respect  to  the  Registrable
Securities of the Investor  that the Investor  shall furnish to the Company such
information  regarding  itself,  the  Registrable  Securities held by it and the
intended method of disposition of the Registrable Securities held by it as shall
be reasonably required to effect the registration of such Registrable Securities
and shall execute such  documents in connection  with such  registration  as the
Company may reasonably request.

         b. The  Investor,   by the  Investor's  acceptance  of the  Registrable
Securities,  agrees to cooperate with the Company as reasonably requested by the
Company  in  connection  with the  preparation  and  filing of any  Registration
Statement hereunder,  unless the Investor has notified the Company in writing of
the Investor's election to exclude all of the Investor's  Registrable Securities
from such Registration Statement.

         c. In the event the Investor  elects to participate in an  underwritten
public  offering  pursuant to Section 2, the  Investor  agrees to enter into and
perform the Investor's obligations under an underwriting agreement, in usual and
customary form,  including,  without limitation,  customary  indemnification and
contribution  obligations  (only  with  respect  to  violations  which  occur in


                                       4
<PAGE>


reliance upon and in  conformity  with  information  furnished in writing to the
Company by the Investor expressly for use in the Registration Statement for such
underwritten  public offering),  with the managing  underwriter of such offering
and take such other actions as are  reasonably  required by the Company in order
to expedite or facilitate the disposition of the Registrable Securities,  unless
the  Investor  notifies  the  Company in writing of the  Investor's  election to
exclude all of the  Investor's  Registrable  Securities  from such  Registration
Statement.

         d. The  Investor  agrees  that,  upon  receipt of any  notice  from the
Company of the  happening of any event of the kind  described in Section 3(d) or
3(e),  the Investor will  immediately  discontinue  disposition  of  Registrable
Securities pursuant to any Registration  Statement(s)  covering such Registrable
Securities  until the Investor's  receipt of the copies of the  supplemented  or
amended prospectus contemplated by Section 3(d) or 3(e).

         e. The Investor may not  participate in any  underwritten  registration
hereunder  unless the  Investor  (i) agrees to sell the  Investor's  Registrable
Securities on the basis provided in any  underwriting  arrangements  approved by
the Company and the Investor  entitled  hereunder to approve such  arrangements,
(ii) completes and executes all questionnaires, powers of attorney, indemnities,
underwriting  agreements and other documents reasonably required under the terms
of such underwriting arrangements, and (iii) agrees to pay its pro rata share of
all underwriting discounts and commissions.

         5. EXPENSES OF REGISTRATION.
            ------------------------

         Except as otherwise provided in this Agreement, all reasonable expenses
incurred  by  the  Company  in  connection   with   registrations,   filings  or
qualifications pursuant to Sections 2 and 3, including,  without limitation, all
registration,  listing and  qualifications  fees,  printers and accounting fees,
fees and  disbursements of counsel and accountants for the Company shall be paid
by the Company,  whether or not any registration statement becomes effective. In
the event the  Investor  selects  underwriters  pursuant to Section 2(b) for the
offering of any Registrable  Securities or engages  counsel for any reason,  all
fees,  costs,  charges  and  expenses  of such  underwriters  and counsel in the
offering shall be paid by the Investor.

         6. INDEMNIFICATION.
            ---------------

         In the event any Registrable  Securities are included in a Registration
Statement under this Agreement:

         a. To the fullest extent permitted by law, the Company will, and hereby
does, indemnify, hold harmless and defend the Investor, the directors, officers,
partners,  employees,  agents of, and each  Person,  if any, who  controls,  the
Investor  within the meaning of the 1933 Act or the  Securities  Exchange Act of
1934, as amended (the "1934 Act") (each, an "Indemnified  Person"),  against any
losses, claims, damages,  liabilities,  judgments,  fines,  penalties,  charges,
costs,  attorneys'  fees,  amounts  paid in  settlement  or  expenses,  joint or
several,  (collectively,  "Claims")  incurred  in  investigating,  preparing  or
defending any action, claim, suit, inquiry, proceeding,  investigation or appeal
taken from the foregoing by or before any court or governmental,  administrative
or other  regulatory  agency,  body or the SEC,  whether  pending or threatened,
whether or not an indemnified  party is or may be a party thereto  ("Indemnified
Damages"),  to which any of them may become  subject  insofar as such Claims (or
actions or proceedings,  whether  commenced or threatened,  in respect  thereof)
arise  out of or are based  upon (i) any  untrue  statement  or  alleged  untrue
statement of a material fact in a Registration  Statement or any  post-effective
amendment  thereto or in any filing made in connection with the qualification of
the offering under the  securities or other "blue sky" laws of any  jurisdiction
in which  Registrable  Securities are offered  ("Blue Sky Filing"),  or (ii) the
omission  or alleged  omission  to state a material  fact  required to be stated


                                       5
<PAGE>

therein  or  necessary  to  make  the  statements   therein,  in  light  of  the
circumstances  under which the statements therein were made, not misleading ((i)
and (ii), collectively, "Violations").  Notwithstanding anything to the contrary
contained herein, the indemnification  agreement contained in this Section 6(a):
(i) shall not apply to a Claim  arising out of or based upon a  Violation  which
occurs in reliance upon and in conformity with information  furnished in writing
to the Company by the Investor or other Indemnified  Person or the Investor's or
other  Indemnified  Person's  counsel,   agent  or  representative  for  use  in
connection  with  the  preparation  of the  Registration  Statement  or any such
amendment  thereof or  supplement  thereto;  and (ii) shall not apply to amounts
paid in settlement of any Claim if such settlement is effected without the prior
written  consent  of the  Company,  which  consent  shall  not  be  unreasonably
withheld. Such indemnity shall remain in full force and effect regardless of any
investigation  made by or on behalf of the Indemnified  Person and shall survive
the transfer of the Registrable  Securities by the Investor  pursuant to Section
9.   Notwithstanding   anything   to  the   contrary   contained   herein,   the
indemnification  agreement  contained  in this  Section 6(a) with respect to any
preliminary  prospectus shall not inure to the benefit of any Indemnified Person
if  the  untrue  statement  or  omission  of  material  fact  contained  in  the
preliminary  prospectus  was corrected on a timely basis in the  prospectus,  as
then amended or supplemented.

         b. In connection with any Registration  Statement in which the Investor
is participating, the Investor agrees to indemnify, hold harmless and defend, to
the same  extent  and in the same  manner as is set forth in Section  6(a),  the
Company, each of its directors,  each of its officers who signs the Registration
Statement,  each Person,  if any, who controls the Company within the meaning of
the 1933 Act or the 1934 Act  (collectively  and  together  with an  Indemnified
Person,  an "Indemnified  Party"),  against any Claim or Indemnified  Damages to
which  any of them may  become  subject,  under  the 1933  Act,  the 1934 Act or
otherwise,  insofar as such  Claim or  Indemnified  Damages  arise out of or are
based  upon  (i) any  Violation,  in each  case to the  extent,  and only to the
extent,  that such  Violation  occurs in reliance  upon and in  conformity  with
written  information  furnished  to the  Company  by  the  Investor  for  use in
connection with such Registration Statement or (ii) any action or failure to act
of an  underwriter  selected  by the  Investor  pursuant to Section  2(b);  and,
subject to Section 6(d), the Investor will reimburse any legal or other expenses
reasonably  incurred by them in connection with  investigating  or defending any
such Claim;  provided,  however,  that the indemnity agreement contained in this
Section 6(b) and the agreement with respect to contribution contained in Section
7 shall not apply to amounts paid in settlement of any Claim if such  settlement
is effected  without the prior written  consent of the  Investor,  which consent
shall not be  unreasonably  withheld.  Such indemnity shall remain in full force
and  effect  regardless  of any  investigation  made  by or on  behalf  of  such
Indemnified  Party and shall survive the transfer of the Registrable  Securities
by the Investor pursuant to Section 9. Notwithstanding  anything to the contrary
contained herein, the  indemnification  agreement contained in this Section 6(b)
with respect to any preliminary prospectus shall not inure to the benefit of any
Indemnified Party if the untrue statement or omission of material fact contained
in the preliminary prospectus was corrected on a timely basis in the prospectus,
as then amended or supplemented.

         c. The  Company  shall  be  entitled  to   receive   indemnities   from
underwriters,  selling brokers,  dealer managers and similar securities industry
professionals participating in any distribution,  to the same extent as provided
above,  with  respect  to  information  such  persons  so  furnished  in writing
expressly for inclusion in the Registration Statement.

         d. Promptly after receipt by an Indemnified Person or Indemnified Party
under this Section 6 of notice of the  commencement  of any action or proceeding
(including  any  governmental  action or  proceeding)  involving  a Claim,  such
Indemnified  Person or Indemnified Party shall, if a Claim in respect thereof is
to be made against any  indemnifying  party under this Section 6, deliver to the
indemnifying  party  a  written  notice  of the  commencement  thereof,  and the
indemnifying  party shall have the right to  participate  in, and, to the extent
the indemnifying  party so desires,  jointly with any other  indemnifying  party


                                       6
<PAGE>

similarly  noticed,  to assume  control  of the  defense  thereof  with  counsel
mutually  satisfactory to the indemnifying  party and the Indemnified  Person or
the  Indemnified  Party,  as  the  case  may  be;  provided,  however,  that  an
Indemnified  Person or Indemnified  Party shall have the right to retain its own
counsel with the fees and expenses to be paid by the indemnifying  party, if, in
the  reasonable  opinion of counsel  retained  by the  indemnifying  party,  the
representation  by such counsel of the Indemnified  Person or Indemnified  Party
and the  indemnifying  party would be  inappropriate  due to actual or potential
differing interests between such Indemnified Person or Indemnified Party and any
other party  represented  by such counsel in such  proceeding.  The  Indemnified
Party or Indemnified Person shall cooperate fully with the indemnifying party in
connection  with any  negotiation  or defense of any such action or claim by the
indemnifying  party and shall furnish to the indemnifying  party all information
reasonably  available  to the  Indemnified  Party or  Indemnified  Person  which
relates  to such  action  or  claim.  The  indemnifying  party  shall  keep  the
Indemnified  Party or  Indemnified  Person fully apprised at all times as to the
status of the defense or any settlement  negotiations  with respect thereto.  No
indemnifying  party shall be liable for any  settlement  of any  action,  claim,
suit,  inquiry,  proceeding,  investigation  or appeal taken from the  foregoing
effected without its written consent,  provided,  however, that the indemnifying
party shall not  unreasonably  withhold,  delay or  condition  its  consent.  No
indemnifying  party  shall,  without  the  consent of the  Indemnified  Party or
Indemnified  Person,  consent  to  entry  of any  judgment  or  enter  into  any
settlement or other compromise  which does not include as an unconditional  term
thereof the giving by the  claimant or plaintiff  to such  Indemnified  Party or
Indemnified  Person of a release  from all  liability in respect to such action,
claim,  suit,  inquiry,  proceeding,  investigation  or  appeal  taken  from the
foregoing. Following indemnification as provided for hereunder, the indemnifying
party shall be subrogated to all rights of the Indemnified  Party or Indemnified
Person  with   respect  to  all  Persons   relating  to  the  matter  for  which
indemnification  has been made.  The  failure to deliver  written  notice to the
indemnifying  party within a  reasonable  time of the  commencement  of any such
action  shall  not  relieve  such  indemnifying  party of any  liability  to the
Indemnified  Person or  Indemnified  Party  under this  Section 6, except to the
extent that the  indemnifying  party is materially  prejudiced in its ability to
defend such action.

         e. The  indemnification  required  by this  Section  6 shall be made by
periodic  payments of the amount thereof during the course of the  investigation
or defense, as and when bills are received or Indemnified Damages are incurred.

         f. The indemnity  agreements  contained  herein shall be in addition to
(i) any cause of action or similar right of the Indemnified Party or Indemnified
Person against the  indemnifying  party or others,  and (ii) any liabilities the
indemnifying party may be subject to pursuant to the law.

         7. CONTRIBUTION.
            ------------

         To  the  extent  any   indemnification  by  an  indemnifying  party  is
prohibited or limited by law, the indemnifying  party agrees to make the maximum
contribution  with respect to any amounts for which it would otherwise be liable
under Section 6 to the fullest extent permitted by law; provided, however, that:
(i) no contribution shall be made under  circumstances where the maker would not
have been  liable for  indemnification  under the fault  standards  set forth in
Section 6; and (ii) no seller of  Registrable  Securities  guilty of  fraudulent
misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be
entitled to contribution  from any seller of Registrable  Securities who was not
guilty of fraudulent misrepresentation.


                                       7
<PAGE>

         8. ASSIGNMENT OF REGISTRATION RIGHTS.
            ---------------------------------

         The rights under this Agreement  shall be  automatically  assignable by
the Investor to any transferee of all or any portion of  Registrable  Securities
if:  (i) the  Company  is,  within a  reasonable  time after  such  transfer  or
assignment,  furnished  with written  notice of (a) the name and address of such
transferee  or  assignee,  and (b) the  securities  with  respect  to which such
registration  rights are being  transferred  or assigned in accordance  with the
terms of the Stock  Purchase  Agreement;  (ii) at or before the time the Company
receives such written notice,  the transferee or assignee agrees in writing with
the Company to be bound by all of the  provisions  contained  herein,  including
providing  the Company with a current  address for all required  notices;  (iii)
such  transfer   shall  have  been  made  in  accordance   with  the  applicable
requirements  of the Stock  Purchase  Agreement,  the  Warrants  and  applicable
securities laws; and (iv) such transferee  shall be an "accredited  investor" as
that term is defined in Rule 501 of Regulation D promulgated under the 1933 Act.

         9. AMENDMENT OF REGISTRATION RIGHTS.
            --------------------------------

         Provisions of this Agreement 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 Company
and the  Investor.  Any  amendment or waiver  effected in  accordance  with this
Section 9 shall be binding upon the Investor and the Company.

         10.MISCELLANEOUS.
            -------------

         a. A  person  or  entity  is  deemed  to  be a  holder  of  Registrable
Securities  whenever  such  person or entity  owns of  record  such  Registrable
Securities.  If  the  Company  receives  conflicting  instructions,  notices  or
elections  from  two or more  persons  or  entities  with  respect  to the  same
Registrable  Securities,  the Company shall act upon the basis of  instructions,
notice  or  election  received  from the  registered  owner of such  Registrable
Securities.

         b. Any notices,  consents,  waivers or other communications required or
permitted to be given under the terms of this  Agreement  must be in writing and
will be  deemed  to  have  been  delivered  (i)  upon  receipt,  when  delivered
personally;  (ii) upon receipt,  when sent by facsimile (provided a confirmation
of  transmission  is  mechanically  generated  and  kept on file by the  sending
party);  (iii) three (3) days after being sent by U.S.  certified  mail,  return
receipt  requested;  or  (iv)  one  (1)  day  after  deposit  with a  nationally
recognized  overnight  delivery service,  in each case properly addressed to the
party to  receive  the  same.  The  addresses  and  facsimile  numbers  for such
communications shall be:

         If to the Company:

                           Altair International Inc.
                           230 South Rock Boulevard, Suite 21
                           Reno, Nevada  89502
                           Telephone:  702-857-1966
                           Facsimile:  702-857-1920
                           Attention:  Chief Financial Officer


                                       8
<PAGE>

         With  copies to:

                           Altair International Inc.
                           1725 Sheridan Avenue, Suite 140
                           Cody, Wyoming  82414
                           Telephone:  307-587-8245
                           Facsimile:  307-587-8357
                           Attention:  Dr. William P. Long

                  and

                           Parr Waddoups Brown Gee & Loveless
                           185 South State Street, Suite 1300
                           Salt Lake City, Utah  84111
                           Telephone:  801-532-7840
                           Facsimile:  801-532-7750
                           Attention:  Brian G. Lloyd, Esq.

         If to  the  Investor,  to  its  address  and  facsimile  number  on the
signature page hereto.

         Each party shall  provide five (5) days prior notice to the other party
of any change in  address,  phone  number or  facsimile  number or the person to
whose attention notices are to be sent.

         c. Failure  of any party to  exercise  any  right or remedy  under this
Agreement or otherwise,  or delay by a party in exercising such right or remedy,
shall not operate as a waiver thereof.

         d. This  Agreement  shall be governed by and  interpreted in accordance
with the  laws of the  State of  Nevada  without  regard  to the  principles  of
conflict of laws.  Each party hereby  irrevocably  submits to the  non-exclusive
jurisdiction of the state and federal courts sitting in the city of Reno, Nevada
for the adjudication of any dispute hereunder or in connection  herewith or with
any transaction  contemplated hereby or discussed herein, and hereby irrevocably
waives,  and agrees not to assert in any suit,  action or proceeding,  any claim
that it is not personally  subject to the  jurisdiction of any such court,  that
such suit, action or proceeding is brought in an inconvenient  forum or that the
venue of such  suit,  action  or  proceeding  is  improper.  Each  party  hereby
irrevocably  waives  personal  service of process and consents to process  being
served in any such suit,  action or proceeding by mailing a copy thereof to such
party at the address for such notices to it under this Agreement and agrees that
such service shall constitute good and sufficient  service of process and notice
thereof.  Nothing contained herein shall be deemed to limit in any way any right
to serve  process in any  manner  permitted  by law.  If any  provision  of this
Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity
or  unenforceability  shall not affect the  validity  or  enforceability  of the
remainder  of  this   Agreement  in  that   jurisdiction   or  the  validity  or
enforceability of any provision of this Agreement in any other jurisdiction.

         e. This  Agreement,  the Stock  Purchase  Agreement,  and the  Warrants
constitute  the entire  agreement  between  the Company  and the  Investor  with
respect to the subject  matter  hereof and thereof.  There are no  restrictions,
promises, warranties or undertakings,  other than those set forth or referred to
herein and  therein.  This  Agreement,  the Stock  Purchase  Agreement,  and the
Warrants supersede all prior agreements and  understandings  between the Company
and the Investor with respect to the subject  matter  hereof and thereof.  There
are no restrictions,  promises, warranties or undertakings, other than those set
forth or referred to herein and therein.

         f. Subject to the requirements of Section 8, this Agreement shall inure
to the benefit of and be binding upon the  permitted  successors  and assigns of
each of the parties hereto and, with respect to Section 6, to the benefit of the
Indemnified Persons and Indemnified Parties.


                                       9
<PAGE>

         g. The headings in this Agreement are for convenience of reference only
and shall not limit or otherwise  affect,  the meaning hereof.  Any reference to
"Section __" shall refer to the applicable section of this Agreement.

         h. This   Agreement   may  be  executed  in   two  or  more   identical
counterparts,  each of which shall be deemed an original  but all of which shall
constitute one and the same agreement. This Agreement, once executed by a party,
may be delivered to the other party hereto by facsimile  transmission  of a copy
of this  Agreement  bearing  the  signature  of the  party  so  delivering  this
Agreement.

         i. Each party shall do and perform,  or cause to be done and performed,
all such further acts and things,  and shall  execute and deliver all such other
agreements,  certificates,  instruments  and  documents,  as the other party may
reasonably  request in order to carry out the intent and accomplish the purposes
of this Agreement and the consummation of the transactions contemplated hereby.

         j. The  language  used  in this  Agreement  will  be  deemed  to be the
language  chosen by the parties to express  their mutual  intent and no rules of
strict construction will be applied against any party.

               [Intentionally left blank; signature page follows]


                                       10
<PAGE>


IN WITNESS WHEREOF, the parties hereto have executed or caused this Agreement to
be  executed  by their  duly  authorized  representatives  as of the date  first
written above.

                                     "Company"

                                     ALTAIR INTERNATIONAL INC.,
                                     an Ontario corporation

                                     By:___________________________________

                                     its___________________________________


                                     "Investor"

                                     ______________________________________


                                     By:___________________________________

                                     its___________________________________

                                     Address:



                                       11