ALTAIR INTERNATIONAL INC
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>8
<FILENAME>exhibit10pt3.txt
<TEXT>

                    FIRST AMENDMENT TO STOCK PLEDGE AGREEMENT


         THIS FIRST AMENDMENT TO STOCK PLEDGE AGREEMENT (the "First  Amendment")
is made  and  entered  into as of the 28th day of  December,  2001 by and  among
Altair  International,  Inc., an Ontario  corporation  ("Pledgor") and Doral 18,
LLC, a Cayman Islands limited liability company ("Pledgee").

                              Preliminary Statement

         A. Pledgor and Pledgee  previously  entered into a Securities  Purchase
Agreement dated as of December 15, 2000 (the  "Securities  Purchase  Agreement")
pursuant  to which  Pledgee  agreed to  purchase  from  Pledgor an Asset  Backed
Exchangeable Term Note dated as of December 15, 2000 (the "Prior Note")

         B. Pledgor owns one hundred  percent (100%) of the shares of the common
stock (the  "Securities") of Mineral Recovery Systems,  Inc.  ("Mineral Recovery
Systems"),  a Nevada  corporation  and Mineral  Recovery  Systems  owns  certain
leasehold interests in mineral deposits located in Tennessee (the "Leaseholds").

         C. As security for the payments to be made to Pledgee by Pledgor  under
the Prior  Note,  Pledgor  granted to Pledgee a security  interest in and to the
Securities  and caused Mineral  Recovery  Systems to grant to Pledgee a security
interest in the Leaseholds to secure Pledgor's  obligations under the Prior Note
pursuant to that certain  Stock Pledge  Agreement  dated as of December 15, 2000
(the "Prior Stock Pledge Agreement").

         D.  Pledgor  and certain of  Pledgor's  affiliates  (collectively,  the
"Altair  Parties") and Pledgee have agreed to enter into a Note  Termination and
Issuance  Agreement  dated as of the date hereof (the  "Termination  Agreement")
pursuant to which the Prior Note will be terminated in its entirety and replaced
with that certain  Secured Term Note dated as of the date hereof in the original
principal  amount of  $2,000,000  (the "New  Note") to be executed by the Altair
Parties in favor of the Pledgee;

         E. Pledgee has required as a condition  precedent to its  execution  of
the  Termination  Agreement that the Prior Stock Pledge  Agreement be amended on
the terms set forth in this First Amendment.

         NOW,  THEREFORE,  in consideration of the premises set forth herein, it
is hereby agreed as follows:

         1. Incorporation of Recitals/Defined  Terms. All the recitals contained
herein and in the Prior Stock Pledge Agreement are hereby  incorporated into and
made a part of this  First  Amendment.  Capitalized  terms  used  herein and not
otherwise  defined  herein  shall have the  meanings  given to such terms in the
Termination Agreement or the New Note.

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<PAGE>

         2. Leaseholds  as  Collateral.   Section  9 of the Prior  Stock  Pledge
Agreement is hereby deleted in its entirety and the following  shall be inserted
and substituted therefor:

                  9.       Delivery  of  Additional  Collateral/Disbursement  of
                           Sale  Proceeds.  On or  prior  to  January  7,  2002,
                           Pledgor  shall be  obligated  to deliver to Pledgee a
                           fully  executed  original  copy  of  an  Amended  and
                           Restated  Absolute  Assignment  of  Leases  and Rents
                           substantially  in the form attached hereto as Exhibit
                           A (the "Lease Assignment")  covering Mineral Recovery
                           Systems'  interests in the mineral deposits which are
                           described  in the  Memoranda  of  Mineral  Leases set
                           forth in  Exhibit B  attached  hereto  (the  "Mineral
                           Leases").  Pledgee,  at its sole  cost  and  expense,
                           shall have the right to record  the Lease  Assignment
                           in the  proper  jurisdictions  to  perfect  Pledgee's
                           security  interest  in  Mineral  Leases  at any  time
                           during the term of the New Note.

                           In the  event  that  the  Mineral  Leases  are  sold,
                           subleased,   assigned  or  otherwise  transferred  (a
                           "Mineral Lease  Transfer")  prior to the repayment to
                           Pledgee  of all the  amounts  due under the New Note,
                           Pledgor  shall cause all or a portion of the proceeds
                           from such Mineral  Lease  Transfer to be delivered to
                           Pledgee in the amount equal to the greater of (i) 50%
                           of the proceeds of the Mineral Lease  Transfer,  (ii)
                           $500,000  or (iii)  the  principal  amount of the New
                           Note then  outstanding  plus any  accrued  but unpaid
                           interest applicable  thereto,  which shall be applied
                           by Pledgee to satisfy any payment  obligations of the
                           Altair  Parties under the New Note due at the time of
                           such  Mineral  Lease  Transfer  and,  thereafter,  to
                           reduce  (without  prepayment  penalty) the  remaining
                           outstanding  principal balance of the New Note to the
                           extent  additional  proceeds  from the Mineral  Lease
                           Transfer are  available.  In addition,  in connection
                           with  any  Mineral  Lease  Transfer,   Pledgee,  upon
                           receipt of ten (10) days' written notice from Pledgor
                           confirming the proceeds received by Pledgee from such
                           Mineral  Lease  Transfer will be delivered to Pledgor
                           pursuant  to the  terms  hereof,  shall,  at its  own
                           expense,  take all steps necessary to cause the Lease
                           Assignment   recorded   against  the  Mineral  Leases
                           subject  to  the   Mineral   Lease   Transfer  to  be
                           terminated  and all liens with respect  thereto to be
                           released  as of  the  closing  of the  Mineral  Lease
                           Transfer.  Furthermore,  Pledgee shall take all steps
                           necessary  to cause  the Lease  Assignments  recorded
                           against  all of the Mineral  Leases to be  terminated
                           and all liens with  respect  thereto  to be  released
                           upon the  repayment  of all amounts due under the New
                           Note.

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<PAGE>

         3. Actions to Maintain  Pledgee's  Security Interest in the Collateral.
Pledgor agrees to provide  Pledgee  promptly upon request with all documents and
information  with respect to the Mineral  Leases and the real  property  related
thereto in order for  Pledgee to perfect  its  security  interest in the Mineral
Leases. Pledgor and Mineral Recovery Systems shall, at Pledgee's request, at any
time and from time to time during the term of the New Note,  execute and deliver
to Pledgee such financing statements, amendments and other documents and do such
acts as Pledgee  deems  necessary  in order to  establish  and  maintain  valid,
attached and perfected  first  security  interests in the Mineral Leases and the
Securities  in favor of  Pledgee,  free and clear of all liens  and  claims  and
rights of third parties whatsoever.  Pledgor and Mineral Recovery Systems hereby
irrevocably authorize Pledgee at any time, and from time to time, to file in any
jurisdiction  any initial  financing  statements  and  amendments  thereto  that
describe the  Securities  and the Mineral Leases as collateral for the repayment
of the  amounts due under the New Note and which  contain any other  information
required  by  Section  5 of  Article  9 of the  Uniform  Commercial  Code of the
jurisdiction  wherein such financing  statement or amendment is filed  regarding
the  sufficiency  or filing  office  acceptance  of any  financing  statement or
amendment,  including  (i) any  organization  identification  number  issued  to
Pledgor  or  Mineral  Recovery  Systems,  and  (ii) in the  case of a  financing
statement  filed as a  fixture  filing  or  indicating  the  Mineral  Leases  as
"as-extracted  collateral",  a sufficient  description of real property to which
the Mineral Leases relates.  Pledgor and Mineral Recovery Systems further ratify
and affirm their  authorization  for any financing  statements and/or amendments
thereto,  executed and filed by Pledgee in any jurisdiction prior to the date of
this First Amendment.

         4. Continuing Obligations. Except as expressly modified pursuant to the
terms of this  First  Amendment,  all of the terms and  provisions  of the Prior
Stock Pledge  Agreement  remain in full force and effect as if restated  herein.
Except as provided herein,  this First Amendment does not constitute a waiver by
the Pledgor of any rights or  remedies  it may have  pursuant to the Prior Stock
Pledge Agreement. Pursuant to the terms of the Termination Agreement and the New
Note,  Pledgor  hereby  acknowledges  and  agrees  that the Prior  Stock  Pledge
Agreement,  as amended  hereby,  shall continue to secure the obligations of the
Altair Parties under the New Note.

         5. Successors and Assigns. This First Amendment shall be binding on the
Pledgor,  mineral Recovery Systems, and their respective successors and assigns,
and shall inure to the benefit of the Pledgee and its successors and assigns.

         6.  Governing  Law.  This  First  Amendment  shall be  governed  by and
construed in  accordance  with the internal laws (as opposed to the conflicts of
law provisions) of the State of Illinois.


                                       3
<PAGE>

         IN WITNESS  WHEREOF,  the parties have executed this First Amendment as
of the date first above written.

                                         PLEDGOR:

                                         ALTAIR INTERNATIONAL, INC.

                                         By: ________________________________
                                         Its: ________________________________



         Accepted by:                    PLEDGEE:

                                         DORAL 18, LLC


                                         By: ________________________________
                                         Its: ________________________________


         Acknowledged and Agreed:        MINERAL RECOVERY SYSTEMS,  INC.

                                         By: ________________________________
                                         Its: ________________________________




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<PAGE>

                                    EXHIBIT A



                                       5
<PAGE>

                                    EXHIBIT B



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</TEXT>
</DOCUMENT>
