ALTAIR INTERNATIONAL INC
MATERIAL CONTRACTS
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>4
<FILENAME>exhibit10no3.txt
<DESCRIPTION>MATERIAL CONTRACTS
<TEXT>

                            ALTAIR INTERNATIONAL INC.
                    STOCK PURCHASE AND SUBSCRIPTION AGREEMENT
                             (Amended and Restated)

         THIS STOCK PURCHASE AND SUBSCRIPTION  AGREEMENT  (Amended and Restated)
(this "Agreement") is made and entered into as April 26, 2002 and between Altair
International Inc., an Ontario corporation (the "Company"), and Louis Schnur, an
individual  (the  "Investor"),  and supersedes and terminates the Stock Purchase
Agreement  dated  March 11,  2002,  between the  Company  and the  Investor.  In
consideration  of the  mutual  covenants  set forth  herein,  and other good and
valuable consideration, the Company and Investor hereby agree as follows:

1. Termination of Agreement; Purchase of Securities

1.1  Termination  of  Prior  Agreement.  This  Agreement  amends,  restates  and
supersedes  the Stock  Purchase  Agreement  dated  March 11,  2002,  between the
Company and the Investor, which prior agreement is hereby terminated.  Any funds
forwarded  to the  Company  by the  Investor  in order to fund the  purchase  of
securities  under such prior  agreement  shall be applied  toward the Investor's
purchase obligations under this Agreement.

1.2 Sale and  Issuance of Shares.  Subject to the terms and  conditions  of this
Agreement,  the Investor shall purchase, and the Company shall sell and issue to
the Investor,  at the Closing (as defined below)  1,200,000 common shares of the
Company (the  "Shares").  The  purchase  price for the Shares shall be $1.05 per
Share, and the aggregate  purchase price for the Shares shall be $1,260,000 (the
"Purchase  Price").  The Purchase Price shall be paid by check  addressed to the
Company  at 230 South  Rock  Blvd,  Suite 21,  Reno,  Nevada  89502,  or by wire
transfer to the Company's  general  account at Bank of America,  ABA Routing No.
122400724, Account No. 004961550420, Reference: Altair International Inc.

1.3 Sale and Issuance of Warrants.  As further  consideration for the payment of
the Purchase Price,  subject to the terms and conditions of this Agreement,  the
Company agrees to issue to the Investor the following (the "Warrants"):

(a)      a Series 2002D Warrant,  substantially  in the form attached  hereto as
         Exhibit A,  entitling the holder thereof to purchase a number of common
         shares of the Company ("Common Shares") equal to one-half of the number
         of Shares at an  exercise  price of U.S.  $1.50  per share  during  the
         period commencing on the date of issue and continuing until the earlier
         to occur of (i) 5:00 p.m.  (Mountain Time) on the fifth  anniversary of
         the date of issue,  and (ii) the date 30 days  following  the fifth day
         (whether or not  consecutive) the closing price of the Common Shares on
         the Nasdaq  National  Market (or, if the Company is not listed thereon,
         it principal  U.S.  trading  market at the time) equals or exceeds U.S.
         $4.50;

(b)      a Series 2002E Warrant,  substantially  in the form attached  hereto as
         Exhibit B,  entitling the holder thereof to purchase a number of Common
         Shares  equal to one-half of the number of Shares at an exercise  price
         of U.S.  $2.00 per share  during the period  commencing  on the date of
         issue  and  continuing  until  the  earlier  to occur of (i) 5:00  p.m.
         (Mountain Time) on the fifth anniversary of the date of issue, and (ii)
         the date 30 days  following the fifth day (whether or not  consecutive)
         the closing  price of the Common Shares on the Nasdaq  National  Market
         (or, if the Company is not listed  thereon,  it principal U.S.  trading
         market at the time) equals or exceeds U.S. $5.00;

                                       1
<PAGE>

(c)      a Series 2002F Warrant,  substantially  in the form attached  hereto as
         Exhibit C,  entitling the holder thereof to purchase a number of Common
         Shares  equal to one-half of the number of Shares at an exercise  price
         of U.S.  $2.50 per share  during the period  commencing  on the date of
         issue  and  continuing  until  the  earlier  to occur of (i) 5:00  p.m.
         (Mountain Time) on the fifth anniversary of the date of issue, and (ii)
         the date 30 days  following the fifth day (whether or not  consecutive)
         the closing  price of the Common Shares on the Nasdaq  National  Market
         (or, if the Company is not listed  thereon,  it principal U.S.  trading
         market at the time) equals or exceeds U.S. $5.50;

         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."

1.4  Closing.  The  closing  (the  "Closing")  of the  purchase  and sale of the
Securities  shall take place on a date mutually agreed upon by the parties,  but
no later than July 31, 2002. At the Closing, the Investor shall pay the Purchase
Price as set forth in Section 1, and the Company shall deliver to the Investor a
stock certificate  representing the Shares and executed  Warrants.  The Investor
and the  Company  agree that if either  party fails to, or is not  prepared  to,
comply with its Closing  obligations on or before July 31, 2002, the other party
will  suffer  irreparable  harm  and  shall  have  the  right  to seek  specific
performance in addition to other remedies available at law or equity.

2.  Representations and Warranties of the Company. The Company hereby represents
and  warrants  to the  Investor  as of the  date of this  Agreement  (or,  if an
different date is stated in such representation and warranty as of such date) as
follows:

2.1 Due Authorization. All corporate action on the part of the Company necessary
for the authorization, execution and delivery of this Agreement, the performance
of all obligations of the Company hereunder, and the authorization, issuance (or
reservation  for issuance) and delivery of the Securities has been taken or will
be taken prior to Closing, and this Agreement  constitutes the valid and legally
binding obligation of the Company, enforceable in accordance with its respective
terms  subject to  applicable  bankruptcy,  insolvency,  and other  similar laws
affecting creditors' rights, and rules of law governing specific performance.

2.2  Corporate  Organization  and Other  Related  Matters.  The  Company is duly
organized,  validly existing and in good standing under the laws of the Province
of Ontario.  The Company has full corporate  power and authority to carry on its
business as such business is now being  conducted and to own the  properties and
assets it now owns. The Company is duly qualified to transact business and is in
good standing in each jurisdiction in which the failure to so qualify would have
a material  adverse effect on its business or  properties.  The Company has full
corporate  power  and  authority  to enter  into  this  Agreement,  to issue the
Securities and to consummate the transactions contemplated hereby

2.3 Governmental Consents. No consent,  approval,  order or authorization of, or
registration,  qualification,  designation,  declaration  or  filing  with,  any
federal,  state or local  governmental  authority  on the part of the Company is
required in connection with the consummation of the transactions contemplated by
this Agreement,  except for (i)  qualifications  or filings under the Securities
Act of 1933, as amended (the "Securities  Act"), and the regulations  thereunder
and (iii)  qualification or filings required under all other applicable  federal
and  state  securities  laws  and  stock  exchange  or stock  quotation  service
regulations as may be required in connection with the transactions  contemplated
by this Agreement.

                                       2
<PAGE>

2.4 Valid Issuance of Securities.  When issued, sold and delivered in accordance
with the terms hereof,  the Shares will be duly and validly  issued,  fully-paid
and nonassessable.  When issued, sold and delivered in accordance with the terms
hereof,  the Warrants will be duly and validly  issued.  The Warrant Shares have
been duly and validly authorized and reserved for issuance and, upon issuance in
accordance  with the terms of the respective  Warrant,  will be duly and validly
issued fully-paid and nonassessable.

2.5 Litigation.  There is no action,  proceeding or investigation pending or, to
the  knowledge of the Company,  threatened  that  questions the validity of this
Agreement  or the right of the  Company  to enter into this  Agreement,  or that
would have, either  individually or in the aggregate,  a material adverse effect
on the business,  properties,  prospects or financial  condition of the Company.
There is no  judgment,  decree  or order of any  court  in  effect  against  the
Company,  and the  Company  is not in default  with  respect to any order of any
governmental  authority  to which the Company is a party or by which the Company
is bound.

2.6 SEC  Filings.  The Company has filed all reports,  registration  statements,
forms and other  documents  that it is required to file with the  Securities and
Exchange  Commission  (the  "SEC")  or any  exchange  on which it is  traded  or
reporting  service  through which any of its  securities  are quoted,  including
without  limitation  all  filings  required  by the  Securities  Act,  any rules
promulgated  thereunder,  the  Securities  Exchange Act of 1934, as amended (the
"Exchange Act"), and any rules promulgated thereunder.

3.  Representations  and  Warranties  of  the  Investor.   The  Investor  hereby
represents and warrants to the Company that:

3.1 Authorization.  This Agreement  constitutes the Investor's valid and legally
binding  obligation,  enforceable  in  accordance  with  its  terms  subject  to
applicable bankruptcy,  insolvency,  and other similar laws affecting creditors'
rights,  and rules of law governing specific  performance,  and the Investor has
full power and authority to enter into this Agreement.

3.2  Representations  Not Made by Company.  The Investor  represents and affirms
that none of the following information has ever been represented,  guaranteed or
warranted to the Investor,  expressly or by implication,  by any person: (i) the
approximate or exact length of time that the Investor will be required to remain
a security holder of the Company; (ii) the percentage of profit and/or amount of
or type of consideration,  profit or loss to be realized, if any, as a result of
an investment in the Company; or (iii) the possibility that the past performance
or  experience  on the part of the  Company or any  affiliate,  or any  officer,
director,  employee  or agent of the  foregoing,  might in any way  indicate  or
predict the results of ownership of any Security or the potential success of the
Company's operations.

3.3  Purchase  for Own  Account.  The  Investor  is the sole  and true  party in
interest,   is  acquiring  the  Securities  for   his/her/its  own  account  for
investment,  is not  purchasing the Securities for hereby for the benefit of any
other person, and has no present intention of holding or managing the Securities
with others or of selling, distributing or otherwise disposing of any portion of
the  Securities.  The Investor (i) if an individual,  is a citizen of the United
States,  is at least 21 years of age, and is a bona fide  permanent  resident of
and is  domiciled  in the  state  set forth  below  the  Investor's  name on the
signature page hereof, (ii) if an entity, is duly organized and in good standing
in its  jurisdiction of organization  and has its principal place of business in
the state set forth below the Investor's name on the signature page hereof.

                                       3
<PAGE>

3.4  Disclosure  and  Review  of  Information.  The  Investor  acknowledges  and
represents  that he/it has received and reviewed a copy of the Company's  Annual
Report on Form 10-K for the year ended December 31, 2001 (the "Current Filings")
and has been given a reasonable  opportunity to review all documents,  books and
records of the Company pertaining to this investment, and has been supplied with
all additional  information  concerning the Company and the Securities  that has
been  requested  by  the  Investor,  has  had a  reasonable  opportunity  to ask
questions  of and  receive  answers  from  the  Company  or its  representatives
concerning  this  investment,  and that all such questions have been answered to
the  full  satisfaction  of  the  Investor.   The  Investor  has  received,  and
acknowledges that he/it is receiving, no representations,  written or oral, from
the Company or its  officers,  directors,  employees,  attorneys or agents other
than those  contained  in this  Agreement  and the  Current  Filings.  In making
his/her decision to purchase the Securities, the Investor has relied solely upon
its  review  of  the  Current   Filings,   this   Agreement,   and   independent
investigations  made  by it or its  representatives  without  assistance  of the
Company.

3.5 Speculative  Investment.  The Investor  understands that (i) he/it must bear
the economic risk of the investment in the  Securities for an indefinite  period
of time because the Shares,  the  Warrants and the Warrant  Shares have not been
registered under the Securities Act or qualified under the Securities Act or the
securities  laws of any other  jurisdiction  and (ii) his/its  investment in the
Company  represented  by the  Securities is highly  speculative in nature and is
subject to a high degree of risk of loss in whole or in part.  The  Investor has
adequate   means  of   providing   for  his/her   current   needs  and  possible
contingencies,  and is able to bear the high  degree  of  economic  risk of this
investment,  including, but not limited to, the possibility of the complete loss
of the  Investor's  entire  investment  and the limited  transferability  of the
Securities, which may make the liquidation of this investment impossible for the
indefinite future.

3.6 Accredited Investor Status. The Investor is an "accredited  investor" within
the  meaning  of Rule  501(a)  promulgated  under the  Securities  Act,  in that
Investor (a) is a natural person (i) whose  individual  net worth,  or joint net
worth with his spouse, presently exceeds $1,000,000,  or (ii) who had individual
net income in excess of $200,000  in each of the two most recent  years or joint
income  with his spouse in excess of  $300,000  in each of those years and has a
reasonable  expectation  of reach that same income level in the current year, or
(b) is an entity in which all of the equity  owners  satisfy the  definition  of
accredited investor set forth in subsection (a).

3.7  Investment  Experience.  The  Investor  has  experience  as an  investor in
securities and acknowledges  that the Investor can bear the economic risk of its
investment in the Securities.  By reason of the Investor's business or financial
experience or the business or financial experience of professional  advisors who
are  unaffiliated  with  and who  are  not  compensated  by the  Company  or any
affiliate or selling agent of the Company, directly or indirectly,  the Investor
has the capacity to protect the Investor's own interests in connection  with its
purchase of the Securities.  The Investor has the financial capacity to bear the
risk of this  investment and has received from the Company all  information  the
Investor has  requested  and  considers  necessary or  appropriate  for deciding
whether to purchase  the  Securities.  If an entity,  the  Investor has not been
organized solely for the purpose of acquiring the Securities.

3.8  Restricted  Securities.  The  Investor  understands  that the  Shares,  the
Warrants  and  (if  issued)  the  Warrant  Shares  are and  will be  "restricted
securities"  under the  Securities  Act inasmuch as they are being acquired from
the Company in a transaction not involving a public  offering,  and that,  under
the Securities Act and applicable regulations thereunder, such securities may be
resold without  registration  under the  Securities Act only in certain  limited
circumstances.  In this  connection,  the  Investor  represents  that  he/it  is
familiar with Rule 144  promulgated  under the  Securities  Act, as presently in
effect,  and  understands  the resale  limitations  imposed  thereby  and by the
Securities  Act.  The Investor  further  confirms and agrees that the Company is
under no obligation  to register the re-sale of the Shares,  the Warrants or the
Warrant Shares under the Securities Act or any state securities laws.

                                       4
<PAGE>

3.9      Legends.  The Investor understands that the certificates evidencing the
Shares,  the  Warrants  and the  Warrant  Shares  will bear the legend set forth
below,  together with any other legends  required by the laws of the Province of
Ontario and any other state or province with jurisdiction:

                  THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
                  ACT OF 1933, AS AMENDED,  OR QUALIFIED UNDER  APPLICABLE STATE
                  SECURITIES  LAWS AND HAVE BEEN TAKEN FOR  INVESTMENT  PURPOSES
                  ONLY AND NOT WITH A VIEW TO OR FOR SALE IN CONNECTION WITH ANY
                  DISTRIBUTION  THEREOF.  THESE  SECURITIES  MAY  NOT BE SOLD OR
                  OTHERWISE TRANSFERRED UNLESS A REGISTRATION STAEMENT UNDER THE
                  SECURITIES ACT OF 1933, AS AMENDED,  IS IN EFFECT WITH RESPECT
                  TO SUCH  SECURITIES  OR THE COMPANY HAS RECEIVED AN OPINION IN
                  FORM AND SUBSTANCE  SATISFACTORY TO THE COMPANY PROVIDING THAT
                  AN  EXEMPTION  FROM  THE  REGISTRATION   REQUIREMENTS  OF  THE
                  SECURITIES ACT OF 1933, AS AMENDED, IS AVAILABLE.

The legend set forth above shall be removed by the Company from any  certificate
evidencing  any of the  Securities  only (i) upon  receipt by the  Company of an
opinion in form and substance  satisfactory  to the Company that such legend may
be removed  pursuant to Rule 144  promulgated  under the Securities Act, or (ii)
upon confirmation  that a registration  statement under the Securities Act is at
that time in effect with respect to the legended Security and that such transfer
will not jeopardize the exemption or exemptions  from  registration  pursuant to
which the respective Security was issued.

3.10  Indemnification.  The Investor acknowledges that he/she/it understands the
meaning and legal consequences of the  representations  and warranties set forth
in Section 3 hereof and that the Company and the officers, directors,  employees
and agents of the Company  have  relied and will rely upon such  representations
and  warranties.  The Investor  hereby agrees to indemnify and hold harmless the
Company and each of its  respective  officers,  directors,  employees and agents
from and against any and all loss,  claim,  damage,  liability,  cost or expense
(including  attorney's  fees),  joint or  several,  to which any such person may
become  subject due to or arising out of: (i) any breach by the  Investor of any
such representation or warranty;  (ii) any inaccuracy in the representations and
warranties hereinabove set forth; (iii) the disposition of any of the Securities
by the Investor contrary to the foregoing  representations  and warranties;  and
(iv) any action, suit, proceeding, demand, assessment or judgment incident to or
based  upon any of the  matters  so  indemnified  against.  Notwithstanding  the
foregoing,  however, no representation,  warranty,  acknowledgement or agreement
made herein by the Investor shall in any manner be deemed to constitute a waiver
of any rights granted to him/her under federal or state securities laws.

4. Miscellaneous.

4.1 Entire Agreement. This Agreement,  together with its exhibits and schedules,
constitute the entire contract between the Company and the Investor  relative to
the  purchase  and sale of the  Securities  and  supersede  any and all prior or
contemporaneous oral or written agreements,  understandings and discussions with
respect thereto.

4.2  Expenses.  Each of the Company and the Investor will bear his/its own legal
and other fees and expenses in connection with the transactions  contemplated in
this Agreement.

                                       5
<PAGE>

4.3 Governing Law;  Consent to Jurisdiction  and Venue.  This Agreement shall be
governed by and  construed in  accordance  with the laws of the State of Nevada.
The  Company  and the  Investor  hereby  irrevocably  consent  to the  exclusive
jurisdiction  and venue of State and  federal  courts  within  the city of Reno,
Nevada for any dispute arising out of this Agreement.

4.4  Counterparts.  This Agreement may be executed in two or more  counterparts,
each of which  shall be  deemed an  original,  but all of which  together  shall
constitute one and the same instrument.

4.5 Headings. The headings of the Sections of this Agreement are for convenience
and shall not by themselves determine the interpretation of this Agreement.

4.6  Notices.  Any notice  required  or  permitted  hereunder  shall be given in
writing  and  shall be  conclusively  deemed  effectively  given  upon  personal
delivery,  on the date of receipt if sent by  telecopier  or overnight  courier,
charges  prepaid,  or five days  after  deposit in the United  States  mail,  by
registered or certified mail, postage prepaid,  addressed (a) if to the Company,
as set forth below the Company's name on the signature  page of this  Agreement,
and (b) if to the  Investor,  at the  Investor's  address as set forth below the
Investor's  name  on the  signature  page of this  Agreement,  or at such  other
address as the Company or the Investor may  designate by ten (10) days'  advance
written notice to the Investor or the Company, respectively.

4.7  Survival  of  Representations  and  Warranties.   The  representations  and
warranties of the parties  contained in or made pursuant to this Agreement shall
survive the  execution  and delivery of this  Agreement  and Closing;  provided,
however,  that such  representations and warranties are only made as of the date
of such execution and delivery and as of such Closing.

4.8  Amendments.  Any term or provision of this Agreement may be amended and the
observance of any term, condition,  or provision of this Agreement may be waived
(either  generally  or in a  particular  instance  and either  retroactively  or
prospectively)  by a written  instrument  signed by the  Company  and  Investors
purchasing a majority of the Shares being purchased hereunder.

4.9  Severability.  If one or more  provisions of this  Agreement are held to be
unenforceable  under  applicable law, such  provision(s)  shall be excluded from
this Agreement and the balance of this Agreement shall be interpreted as if such
provision were excluded and shall be enforceable in accordance with its terms.

4.10 Acknowledgement as to Counsel. The parties acknowledge and agree that Stoel
Rives LLP has  prepared  this  Agreement  and the other  documents  contemplated
hereby as counsel to the Company and not as counsel to the Investor and that the
Investor is entitled to retain his or its own counsel at his or its own expense.

4.11  Entire  Agreement.  This  Agreement  contains  the  entire  agreement  and
understanding  between the Investor and the Company regarding the subject matter
hereof and  supersedes and replaces all prior or  contemporaneous  negotiations,
representations, or agreements, written or oral.

               [intentionally left blank; signature page follows]


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<PAGE>


         IN WITNESS WHEREOF,  the parties hereto have executed,  or caused to be
executed,  this Stock Purchase and Subscription Agreement (Amended and Restated)
as of the date first written above.

The "Company"

         ALTAIR INTERNATIONAL INC.,
         an Ontario corporation

         By:      /s/ Edward Dickinson
            -------------------------------------------------------
                      Edward Dickinson, its Chief Financial Officer

         Address:
         1725 Sheridan Avenue, Suite 140
         Cody, Wyoming  82414
         Facsimile: (307) 587-8357


The "Investor"


                  /s/ Louis Schnur
                  -----------------
                      Louis Schnur

         Address:

         9615 South Ridgeway
         Evergreen Park, IL  60805
         Facsimile (773)776-4584

         Name in which Shares are is to be  registered  if  different  from that
         above:___________________________________


                                       7
<PAGE>


                                    Exhibit A
                                       to

                    Stock Purchase and Subscription Agreement
                             (Amended and Restated)

                          Form of Series 2002D Warrant
                          ----------------------------

                                 [see attached]

                                       8
<PAGE>

                                    Exhibit B
                                       to

                    Stock Purchase and Subscription Agreement
                             (Amended and Restated)

                          Form of Series 2002E Warrant

                                 [see attached]

                                       9
<PAGE>


                                    Exhibit C
                                       to

                    Stock Purchase and Subscription Agreement
                             (Amended and Restated)

                          Form of Series 2002F Warrant

                                 [see attached]


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