ALTAIR INTERNATIONAL INC
MATERIAL CONTRACTS
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>5
<FILENAME>0005.txt
<DESCRIPTION>MATERIAL CONTRACTS
<TEXT>


                          REGISTRATION RIGHTS AGREEMENT
                          -----------------------------

         REGISTRATION RIGHTS AGREEMENT (this "Agreement"),  dated as of December
15, 2000, by and between ALTAIR INTERNATIONAL, INC., an Ontario corporation (the
"Company"),  and Doral 18, LLC, a Cayman Islands limited  liability company (the
"Buyer or Holder").

                                    RECITALS
                                    --------

         WHEREAS,  in connection with the Securities  Purchase  Agreement by and
among the parties hereto dated as of December 15, 2000 (the "Securities Purchase
Agreement"),  the  Company  has  agreed,  upon  the  terms  and  subject  to the
conditions of the Securities  Purchase  Agreement,  to (i) issue and sell to the
Buyer a 10%  Asset-backed  Exchangeable  Term Note (the  "Note"),  which will be
exchangeable  into shares of the Company's  common stock, no par value per share
(the "Common Stock"),  (as exchanged,  the "Exchange Shares") in accordance with
the terms of such Note, and (ii) issue Warrants (the  "Warrants")  which will be
exercisable to purchase shares of Common Stock (the "Warrant Shares"); and

         WHEREAS,  to induce the Buyer to execute  and  deliver  the  Securities
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"), and securities laws of applicable jurisdictions.

         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
Buyer hereby agree as follows:

1.       DEFINITIONS.

         As used in this Agreement, the following terms shall have the following
meanings:

         (a) "Investor"  means the Buyer,  any permitted  transferee or assignee
thereof to whom Buyer assigns its rights under this  Agreement and who agrees to
become bound by the  provisions of this  Agreement in accordance  with SECTION 9
and any transferee or assignee  thereof to whom a transferee or assignee assigns
its rights under this Agreement and who agrees to become bound by the provisions
of this Agreement in accordance with SECTION 9.

         (b) "Person"  means a natural  person,  a partnership,  corporation,  a
limited liability  company,  an association,  a joint stock company,  a trust, a
joint venture,  an unincorporated  organization or a governmental  agency or any
department, agency or political subdivision thereof.

         (c)   "Register,"   "registered,"   and   "registration"   refer  to  a
registration   effected  by  preparing  and  filing  one  or  more  Registration
Statements  (as defined  below) 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").

<PAGE>

         (d) "Registrable  Securities" means the Exchange Shares and the maximum
number of  Warrant  Shares  issued or  issuable  upon  exchange  of the Note and
exercise of the Warrants,  respectively,  and any shares of capital stock issued
or  issuable  with  respect to the  Exchange  Shares,  the Warrant  Shares,  the
Warrants  or  the  Note  as  a  result  of  any  stock  split,  stock  dividend,
recapitalization,  exchange or similar event or otherwise, without regard to any
limitation on exchange of the Note or the exercise of the Warrants.

         (e)  "Registration  Statement"  means a  registration  statement of the
Company filed under the 1933 Act.

         (f)  Capitalized  terms used herein and not  otherwise  defined  herein
shall  have  the  respective  meanings  set  forth  in the  Securities  Purchase
Agreement.

2.       REGISTRATION.

         (a) Mandatory Registration.  The Company shall prepare, and, as soon as
practicable  but in no event later than thirty seven (37) days after the date of
issuance of the Note (the "Filing  Deadline"),  file with the SEC a Registration
Statement or Registration  Statements (as is necessary) on Form S-3 covering the
resale of all of the Registrable Securities.  The initial Registration Statement
prepared  pursuant  hereto  shall  register  for resale at least that  number of
shares of Common  Stock  equal to the  product  of (x) 1.5 and (y) the number of
Registrable  Securities  as of the  date  immediately  preceding  the  date  the
Registration Statement is initially filed with the SEC, subject to adjustment as
provided in SECTION  3(B).  The Company  shall use its best  efforts to have the
Registration Statement declared effective by the SEC as soon as practicable, but
in no event  later  than 180 days  after the  Issuance  Date (as  defined in the
Note).

         (b)  Allocation  of  Registrable  Securities.  The  initial  number  of
Registrable  Securities included in any Registration Statement and each increase
in the number of Registrable  Securities included therein shall be allocated pro
rata among the Investors  based on the number of Registrable  Securities held by
each  Investor at the time the  Registration  Statement  covering  such  initial
number of Registrable  Securities or increase  thereof is declared  effective by
the SEC. In the event that an Investor sells or otherwise  transfers any of such
Person's Registrable  Securities,  each transferee shall be allocated a pro rata
portion of the then remaining number of Registrable  Securities included in such
Registration Statement for such transferor.  Any shares of Common Stock included
in a  Registration  Statement  and which  remain  allocated  to any Person which
ceases to hold any  Registrable  Securities  shall be allocated to the remaining
Investors,  pro rata based on the number of Registrable  Securities then held by
such Investors.

         (c) Legal  Counsel.  Subject to SECTION 5 hereof,  the Buyer shall have
the right to select one legal  counsel to review any  offering  pursuant to this
SECTION 2 ("Legal Counsel").  The Company shall reasonably  cooperate with Legal
Counsel in performing the Company's obligations under this Agreement.

                                        2

<PAGE>

         (d)  Form  S-3.  To  the  extent   permitted  by  applicable  laws  and
regulations,  the Company shall register the sale of the Registrable  Securities
on Form S-3.

         (e) Sufficient Number of Shares Registered. Following the filing of the
initial Registration Statement pursuant to SECTION 2(A), in the event the number
of shares  available  under a Registration  Statement  filed pursuant to SECTION
2(A)is insufficient to cover all of the Registrable  Securities or an Investor's
allocated portion of the Registrable  Securities pursuant to SECTION 2(B) & (G),
the Company shall amend the Registration  Statement,  or file a new Registration
Statement (on the short form available therefor, if applicable),  or both, so as
to cover at least 140% of such Registrable Securities (based on the market price
of the Common Stock), in each case, as soon as practicable, but in any event not
later than fifteen (15) business days after the necessity  therefor arises.  The
Company  shall  use  its  best  efforts  to  cause  such  amendment  and/or  new
Registration  Statement to become effective as soon as practicable following the
filing thereof.  For purposes of the foregoing  provision,  the number of shares
available under a Registration  Statement shall be deemed "insufficient to cover
all of the  Registrable  Securities"  if at any time the  number of  Registrable
Securities  issued or issuable  upon  exchange  of the Note and  exercise of the
Warrants is greater than the quotient  determined  by dividing (i) the number of
shares of Common Stock available for resale under such Registration Statement by
(ii) 1.4. For purposes of the calculation  set forth in the foregoing  sentence,
any restrictions on the  exchangeability  of the Note or  exerciseability of the
Warrants shall be disregarded  and such  calculation  shall assume that the Note
and the Warrants  are then  exchangeable  and  exercisable,  respectively,  into
shares of Common Stock at the then  prevailing  Exchange Rate (as defined in the
Note) and Warrant Exercise Price (as defined in the Warrant),  respectively,  if
applicable.

         (f) Penalty for No Effective Registration  Statement.  In the event the
initial Registration Statement has not been declared effective by the SEC on the
one hundred twentieth (120th) day following the Issuance Date, the Company shall
pay to the  Investor a penalty  equal to two percent  (2.0%) of the  outstanding
principal  amount of the Note, and shall continue to accrue,  and pay in cash on
each  monthly  anniversary  thereafter  until  the  earlier  of (i) the date the
Registration Statement is declared effective by the SEC and (ii) the one hundred
eightieth  (180th) day  following the Issuance  Date, an additional  two percent
(2.0%) per month  (prorated  for partial  months) of the  outstanding  principal
amount of the Note.

         (g)  Penalty   for  Filing  Not  Timely.   In  the  event  the  initial
Registration  Statement  has not been filed  with the SEC by the  thirty-seventh
(37th) day following the Issuance  Date, the Company shall pay to the Investor a
penalty equal to one percent (1.0%) of the outstanding  principal  amount of the
Note, and shall continue to accrue, and pay in cash on each monthly  anniversary
thereafter until the earlier of (i) the date the Registration Statement is filed
with  the SEC and (ii) the one  hundred  twentieth  (120th)  day  following  the
Issuance Date, an additional one percent (1.0%) per month  (prorated for partial
months) of the outstanding principal amount of the Note.

3.       RELATED OBLIGATIONS.

         At such  time  as the  Company  is  obligated  to  file a  Registration
Statement  with the SEC  pursuant to SECTION 2(A) or SECTION  2(E),  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:

                                        3

<PAGE>

         (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 thirty  seventh (37th) day after the date of issuance of the Note 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 possible after such filing (but in no
event later than 180 days after the Issuance  Date,  and keep such  Registration
Statement  effective  pursuant to Rule 415 at all times until the earlier of (i)
the date as of which the  Investors may sell all of the  Registrable  Securities
without  restriction  pursuant to Rule 144(k) promulgated under the 1933 Act (or
successor  thereto) or (ii) the date on which (A) the Investors  shall have sold
all  the  Registrable  Securities  and  (B)  none of the  Note  or  Warrants  is
outstanding (the "Registration Period"), which Registration Statement (including
any amendments or supplements thereto and prospectuses  contained therein) shall
not contain any untrue  statement of a material fact or omit to state a material
fact required to be stated therein, or necessary to make the statements therein,
in light of the circumstances in which they were made, not misleading.  The term
"best  efforts" as used in the first  sentence of this  SECTION 3(a) shall mean,
among  other  things,  that the  Company  shall  submit to the SEC,  within  two
business  days  after  the  Company  learns  that  no  review  of  a  particular
Registration  Statement  will be made by the  staff of the SEC or that the staff
has no further  comments on the  Registration  Statement,  as the case may be, a
request for acceleration of effectiveness  of such  Registration  Statement to a
time and date not later than 48 hours after the submission of such request.

         (b) The Company  shall  prepare  and file with the SEC such  amendments
(including   post-effective   amendments)  and  supplements  to  a  Registration
Statement  and  the  prospectus  used  in  connection  with  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 such time as all of such  Registrable  Securities shall have been disposed
of in  accordance  with the  intended  methods of  disposition  by the seller or
sellers  thereof  as set forth in such  Registration  Statement.  In the case of
amendments and supplements to a Registration  Statement which are required to be
filed  pursuant to this Agreement  (including  pursuant to this SECTION 3(B)) by
reason of the Company filing a report on Form 10-K, Form 10-Q or Form 8-K or any
analogous  report under the  Securities  Exchange  Act of 1934,  as amended (the
"1934 Act"),  the Company shall file such amendments or supplements with the SEC
on the same  day on  which  the 1934 Act  report  is  filed  which  created  the
requirement for the Company to amend or supplement the Registration Statement.

         (c) The Company shall permit Legal Counsel to review and comment upon a
Registration Statement and all amendments and supplements thereto at least seven
(7) days prior to their  filing  with the SEC.  The  Company  shall not submit a
request for acceleration of the effectiveness of a Registration Statement or any
amendment or  supplement  thereto  without at least 48 hours prior notice to the
Investor and its Legal  Counsel.  The Company  shall  furnish to Legal  Counsel,
without charge,  (i) copies of any  correspondence  from the SEC or the staff of
the SEC to the  Company  or its  representatives  relating  to any  Registration
Statement, (ii) promptly after the same is prepared and filed with the SEC, one

                                        4

<PAGE>

copy of any  Registration  Statement  and any  amendment(s)  thereto,  including
financial  statements  and  schedules,  all  documents  incorporated  therein by
reference and all exhibits and (iii) upon the  effectiveness of any Registration
Statement,  one copy of the prospectus  included in such Registration  Statement
and all amendments and supplements thereto.

         (d) The  Company  shall  furnish  to each  Investor  whose  Registrable
Securities  are included in any  Registration  Statement,  without  charge,  (i)
promptly after the same is prepared and filed with the SEC, at least one copy of
such Registration  Statement and any amendment(s)  thereto,  including financial
statements and schedules,  all documents  incorporated  therein by reference and
all exhibits,  (ii) upon the  effectiveness of any Registration  Statement,  ten
(10) copies of the prospectus  included in such  Registration  Statement and all
amendments  and  supplements  thereto  (or such  other  number of copies as such
Investor  may  reasonably  request)  and (iii) such other  documents,  including
copies of any preliminary or final  prospectus,  as such Investor may reasonably
request  from  time  to time in  order  to  facilitate  the  disposition  of the
Registrable Securities owned by such Investor.

The Company shall (i) register and qualify the Registrable Securities covered by
a Registration  Statement under such other securities or "blue sky" laws of such
states as Legal Counsel or any 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.  Notwithstanding  the
foregoing,  the Company  shall not be required to take any action  described  in
this Section 3(e) in any  jurisdiction in which the Company would be required to
execute a general  consent to service of process  unless the  Company is already
subject to service in such  jurisdiction  and except as may be  required  by the
1933 Act.

         (e) The Company shall promptly notify Legal Counsel and Buyer who holds
Registrable  Securities 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 or its receipt of actual notice of the initiation or threatening of
any proceeding for such purpose.

         (f) As promptly as practicable  after becoming aware of such event (but
in no event later than one business day  thereafter),  the Company  shall notify
Legal  Counsel and Buyer 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,  and deliver one (1) copy of such
supplement or amendment to Legal Counsel and each Investor (or such other number
of copies as Legal Counsel or Buyer may reasonably  request).  The Company shall
also promptly notify Legal Counsel and Buyer in writing (i) when a prospectus or
any prospectus supplement or post-effective amendment has been filed, and when a
Registration  Statement or any  post-effective  amendment  has become  effective
(notification  of such  effectiveness  shall be delivered  to Legal  Counsel and
Buyer by facsimile on the same day of such effectiveness and by overnight mail),
(ii) of any request by the SEC for  amendments or  supplements to a Registration
Statement  or  related  prospectus  or  related  information,  and  (iii) of the
Company's  reasonable   determination  that  a  post-effective  amendment  to  a
Registration Statement would be appropriate.

                                        5

<PAGE>

         (g) The Company  shall use its best  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 Legal  Counsel and Buyer 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.

         (h) At the request of any  Investor,  the Company shall furnish to such
Investor,  on the date of the  effectiveness of the  Registration  Statement and
thereafter from time to time on such dates as an Investor may reasonably request
(i) a letter, dated such date, from the Company's  independent  certified public
accountants  in form  and  substance  as is  customarily  given  by  independent
certified public accountants to underwriters in an underwritten public offering,
addressed  to the  Investors,  and (ii) an  opinion,  dated as of such date,  of
counsel representing the Company for purposes of such Registration Statement, in
form,  scope and substance as is  customarily  given in an  underwritten  public
offering, addressed to the Investors.

         (i)  The  Company  shall  make  available  for  inspection  by (i)  any
Investor,  (ii) Legal Counsel and (iii) one firm of  accountants or other agents
retained  by the  Investors  (collectively,  the  "Inspectors")  all  reasonably
pertinent  financial and other records,  and pertinent  corporate  documents and
properties of the Company (collectively,  the "Records"), as shall be reasonably
deemed necessary by each Inspector, and cause the Company's officers,  directors
and  employees to supply all  information  which any  Inspector  may  reasonably
request; provided,  however, that each Inspector shall hold in strict confidence
and shall not make any  disclosure  (except to an Investor) or use of any Record
or  other  information  which  the  Company  determines  in  good  faith  to  be
confidential,  and of which determination the Inspectors are so notified, unless
(a) the release of such Records is ordered  pursuant to a final,  non-appealable
subpoena or order from a court or government body of competent jurisdiction,  or
(b) the  information  in such Records has been made  generally  available to the
public other than by disclosure  in violation of this or any other  agreement of
which the Inspector has  knowledge.  Each  Investor  agrees that it shall,  upon
learning  that  disclosure  of  such  Records  is  sought  in or by a  court  or
governmental body of competent  jurisdiction or through other means, give prompt
notice to the  Company  and allow the  Company,  at its  expense,  to  undertake
appropriate  action to prevent  disclosure  of, or to obtain a protective  order
for, the Records deemed confidential.

         (j) The Company shall hold in confidence and not make any disclosure of
information concerning an Investor provided to the Company unless (i) disclosure
of such  information  is necessary  to comply with  federal or state  securities
laws, (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

                                        6

<PAGE>

such  information  concerning  an  Investor  is  sought  in  or  by a  court  or
governmental body of competent  jurisdiction or through other means, give prompt
written  notice to such  Investor  and allow such  Investor,  at the  Investor's
expense, to undertake  appropriate action to prevent disclosure of, or to obtain
a protective order for, such information.

         (k) The Company shall cause all the Registrable Securities covered by a
Registration  Statement  to be  listed  on each  securities  exchange  on  which
securities of the same class or series issued by the Company are then listed, if
any, if the listing of such  Registrable  Securities is then permitted under the
rules  of such  exchange.  The  Company  shall  pay all  fees  and  expenses  in
connection with satisfying its obligation under this SECTION 3(K).

         (l) The Company shall cooperate with the Investors who hold Registrable
Securities  being offered 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.

         (m) The Company  shall  provide a transfer  agent and  registrar of all
such  Registrable   Securities  not  later  than  the  effective  date  of  such
Registration Statement.

         (n) If  requested  by an Investor,  the Company  shall (i)  immediately
incorporate  in  a  prospectus  supplement  or  post-effective   amendment  such
information as an Investor  requests to be included therein relating to the sale
and  distribution  of Registrable  Securities,  including,  without  limitation,
information  with respect to the number of Registrable  Securities being offered
or sold,  the  purchase  price  being paid  therefor  and any other terms of the
offering of the Registrable  Securities;  (ii) make all required filings of such
prospectus  supplement  or  post-effective  amendment as soon as notified of the
matters to be  incorporated  in such  prospectus  supplement  or  post-effective
amendment; and (iii) supplement or make amendments to any Registration Statement
if requested by a Holder of such Registrable Securities.

         (o) The  Company  shall use its best  efforts to cause the  Registrable
Securities  covered by the  applicable  Registration  Statement to be registered
with or approved by such other  governmental  agencies or  authorities as may be
necessary to consummate the disposition of such Registrable Securities.

         (p) The Company shall make generally  available to its security Holders
as soon as  practical,  but not later than 90 days after the close of the period
covered thereby, an earnings statement (in form complying with the provisions of
Rule 158 under the 1933 Act) covering a twelve-month  period beginning not later
than the first day of the Company's  fiscal quarter next following the effective
date of the Registration Statement.

         (q) The Company shall otherwise use its best efforts to comply with all
applicable  rules and regulations of the SEC in connection with any registration
hereunder.

         (r) Within two (2) business days after the Registration Statement which
includes  the  Registrable  Securities  is declared  effective  by the SEC,  the
Company shall deliver, and shall cause legal counsel for the Company to deliver,
to the  transfer  agent  for such  Registrable  Securities  (with  copies to the
Investors  whose  Registrable  Securities  are  included  in  such  Registration
Statement)  confirmation  that the  Registration  Statement  has  been  declared
effective by the SEC in the form attached hereto as EXHIBIT A.

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<PAGE>

         (s) The Company shall take all other  reasonable  actions  necessary to
expedite and facilitate  disposition by the Investors of Registrable  Securities
pursuant to a Registration Statement.

4.       OBLIGATIONS OF THE INVESTORS.

         (a) At least  seven (7)  business  days prior to the first  anticipated
filing  date of the  Registration  Statement,  the  Company  shall  notify  each
Investor  in writing of the  information  the  Company  requires  from each such
Investor  if such  Investor  elects to have any of such  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 a
particular  Investor  that such  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) Each Investor,  by such  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 such Investor has notified the Company in writing of
such  Investor's  election  to  exclude  all  of  such  Investor's   Registrable
Securities from such Registration Statement.

         (c) Each  Investor  agrees  that,  upon  receipt of any notice from the
Company of the  happening of any event of the kind  described in SECTION 3(G) or
the first sentence of SECTION 3(F), such Investor will  immediately  discontinue
disposition of Registrable Securities pursuant to any Registration  Statement(s)
covering such Registrable Securities until such Investor's receipt of the copies
of the  supplemented or amended  prospectus  contemplated by SECTION 3(G) or the
first sentence of SECTION 3(F).  Notwithstanding  anything to the contrary,  the
Company shall cause its transfer  agent to deliver  unlegended  shares of Common
Stock to a transferee  of an Investor in  accordance  with the terms of the Note
and the Warrants in  connection  with any sale of  Registrable  Securities  with
respect to which an Investor  has entered  into a contract for sale prior to the
Investor's receipt of a notice from the Company of the happening of any event of
the kind described in SECTION 3(G) or the first sentence of SECTION 3(F) and for
which the Investor has not yet settled.

5.       EXPENSES OF REGISTRATION.

         All reasonable expenses,  other than underwriting discounts,  brokerage
commissions  and fees and  disbursements  of Legal Counsel and other advisors to
the  Investors,   incurred  in  connection   with   registrations,   filings  or
qualifications  pursuant  to  SECTION  2  and  SECTION  3,  including,   without
limitation,  all registration,  listing and  qualifications  fees,  printers and
accounting fees, and fees and disbursements of counsel for the Company, shall be
paid by the Company.

                                        8

<PAGE>

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 each Investor who holds such
Registrable Securities, the directors,  officers,  partners,  employees, agents,
representatives  of, and each Person,  if any, who controls any Investor  within
the  meaning of the 1933 Act or 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 the 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 the omission
or alleged  omission to state a material fact  required to be stated  therein or
necessary  to make the  statements  therein  not  misleading,  (ii)  any  untrue
statement  or alleged  untrue  statement  of a material  fact  contained  in any
preliminary  prospectus if used prior to the effective date of such Registration
Statement, or contained in the final prospectus (as amended or supplemented,  if
the Company files any amendment  thereof or supplement  thereto with the SEC) or
the omission or alleged omission to state therein any material fact necessary to
make the statements made therein,  in light of the circumstances under which the
statements  therein were made,  not  misleading,  (iii) any violation or alleged
violation  by the  Company  of the  1933  Act,  the 1934  Act,  any  other  law,
including,  without  limitation,  any  state  securities  law,  or any  rule  or
regulation  thereunder  relating  to  the  offer  or  sale  of  the  Registrable
Securities pursuant to the Registration Statement or (iv) any material violation
of this Agreement (the matters in the foregoing  clauses (i) through (iv) being,
collectively,   "Violations").  The  Company  shall  reimburse  the  Indemnified
Persons, promptly as such expenses are incurred and are due and payable, for any
legal fees or other  reasonable  expenses  incurred by them in  connection  with
investigating  or  defending  any such  Claim.  Notwithstanding  anything to the
contrary  contained  herein,  the  indemnification  agreement  contained in this
SECTION 6(A) (i) shall not apply to a Claim by an Indemnified Person 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 such Indemnified Person
expressly  for  use in  connection  with  the  preparation  of the  Registration
Statement  or  any  such  amendment  thereof  or  supplement  thereto,  if  such
prospectus  was timely made  available by the Company  pursuant to SECTION 3(D);
(ii) shall not be  available  to the extent  such Claim is based on a failure of
the  Investor  to  deliver or to cause to be  delivered  the  prospectus  or any
amendment  or  supplement  thereto  made  available  by  the  Company,  if  such
prospectus  was  previously  reviewed  by Buyer and Legal  Counsel  pursuant  to
SECTION  3(D);  and (iii) 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 Investors pursuant to SECTION 9.

                                        9

<PAGE>

         (b) In connection with any Registration  Statement in which an Investor
is  participating,  each such  Investor  agrees  to  severally  and not  jointly
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 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 such Investor
expressly  for use in  connection  with such  Registration  Statement;  and such
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 such  Investor,  which  consent  shall not be  unreasonably
withheld;  provided,  further,  however, that the Investor shall be liable under
this SECTION 6(B) for only that amount of a Claim or Indemnified Damages as does
not  exceed  the net  proceeds  to such  Investor  as a  result  of the  sale of
Registrable Securities pursuant to such Registration  Statement.  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 Investors pursuant to SECTION 9.  Notwithstanding
anything  to  the  contrary  contained  herein,  the  indemnification  agreement
contained in this SECTION 6(B) with respect to any prospectus shall not inure to
the  benefit of any  Indemnified  Party if the untrue  statement  or omission of
material fact contained in the prospectus was corrected on a timely basis in the
prospectus, as then amended or supplemented.

         (c) 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 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

                                       10

<PAGE>

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 Company shall
pay reasonable  fees for only one separate legal counsel for the Investors,  and
such legal  counsel  shall be  selected by the  Investors  holding a majority in
interest of the Registrable Securities included in the Registration Statement to
which the Claim  relates.  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 or  proceeding  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 claim or litigation.  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 third parties, firms
or corporations  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
prejudiced in its ability to defend such action.

         (d) 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.

         (e) 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 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; and (ii) contribution by any seller of Registrable
Securities shall be limited in amount to the net amount of proceeds  received by
such  seller  from  the  sale of such  Registrable  Securities  pursuant  to the
Registration Statement.

                                       11

<PAGE>

8.       REPORTS UNDER THE 1934 ACT.

         With a view to making  available to the  Investors the benefits of Rule
144  promulgated  under the 1933 Act or any other  similar rule or regulation of
the SEC that may at any time  permit the  Investors  to sell  securities  of the
Company to the public without registration ("Rule 144"), the Company agrees to:

         (a) make and keep  public  information  available,  as those  terms are
understood and defined in Rule 144;

         (b)  file  with  the SEC in a  timely  manner  all  reports  and  other
documents required of the Company under the 1933 Act and the 1934 Act so long as
the Company  remains  subject to such  requirements  (it being  understood  that
nothing  herein shall limit the Company's  obligations  under Section 4.3 of the
Securities  Purchase  Agreement)  and the  filing  of  such  reports  and  other
documents is required for the applicable provisions of Rule 144; and

         (c) furnish to each Investor so long as such Investor owns  Registrable
Securities,  promptly upon request,  (i) a written statement by the Company that
it has complied  with the reporting  requirements  of Rule 144, the 1933 Act and
the 1934 Act, (ii) a copy of the most recent  annual or quarterly  report of the
Company and such other reports and documents so filed by the Company,  and (iii)
such other information as may be reasonably requested to permit the investors to
sell such securities pursuant to Rule 144 without registration.

9.       ASSIGNMENT OF REGISTRATION RIGHTS.

         The rights under this Agreement  shall be  automatically  assignable by
the Investors to any transferee of all or any portion of Registrable  Securities
if the Investor agrees in writing with the transferee or assignee to assign such
rights and 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,  provided that further
disposition of such securities by the transferee or assignee shall be restricted
under the 1933 Act and applicable  state  securities laws, and the transferee or
assignee   shall  be  bound  by  all  of  the   provisions   contained   herein.
Notwithstanding  the  foregoing,  the rights under this  Agreement  shall not be
assignable if the amount of  Registrable  Securities to be assigned is less than
$1,000,000  based  on the  Exchange  Price  or  Warrant  Exercise  Price of such
securities (as applicable) at the time of such assignment.

10.      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  Investors  who then hold  two-thirds  (66-2/3%)  of the voting power of the
Registrable Securities. Any amendment or waiver effected in accordance with this
SECTION  10 shall  be  binding  upon  each  Investor  and the  Company.  No such
amendment  shall be  effective to the extent that it applies to less than all of
the Holders of the Registrable Securities.  No consideration shall be offered or
paid to any  Person  to amend or  consent  to a waiver  or  modification  of any
provision of any of this Agreement unless the same consideration also is offered
to all of the parties to this Agreement.

                                       12

<PAGE>

11.      MISCELLANEOUS.

         (a) A  Person  is  deemed  to be a  Holder  of  Registrable  Securities
whenever  such  Person  owns or is  deemed  to own of  record  such  Registrable
Securities.  If  the  Company  receives  conflicting  instructions,  notices  or
elections  from  two or  more  Persons  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 actual receipt,  when delivered
personally;   (ii)  upon  actual  receipt,  when  sent  by  facsimile  (provided
confirmation of transmission  is  mechanically or  electronically  generated and
kept on file by the sending party); or (iii) one business 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.

                  Dr. William P. Long
                  1725 Sheridan Ave., Suite 140
                  Cody, Wyoming 82414

                  Edward Dickinson
                  230 South Rock Blvd., Suite 21
                  Reno, Nevada 89502

                  With a copy to:

                  Stoel Rives, LLP
                  201 South Main Street - Suite 1100
                  Salt Lake City, Utah 84111
                  Attn: Brian G. Lloyd

                  Equity Transfer Services
                  120 Adelaide Street West, Suite 420
                  Toronto, Canada M5H 4C3
                  Attn: Peter Lindeman

                                       13

<PAGE>

                  If to the Buyer:

                  Doral 18, LLC C/O JE Matthew, LLC 600 Central Avenue Suite 214
                  Highland Park, Illinois 60035

                  Telephone:                 (847)681-8600
                  Facsimile:                 (847)681-1541
                  Attention:                 David A. White

                  With a copy to:

                  John Muehlstien, Esq.
                  Pedersen & Houpt
                  161 N. Clark St.  Suite 3100
                  Chicago, IL 60601
                  (p) (312) 261-2200
                  (f)  (312) 261-6895



or at such other address and/or facsimile number and/or to the attention of such
other person as the  recipient  party has  specified by written  notice given to
each other party five days prior to the effectiveness of such change.

         (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) The corporate laws of the State of Illinois shall govern all issues
concerning the relative  rights of the Company and its  stockholders.  All other
questions concerning the construction,  validity, enforcement and interpretation
of this  Agreement  shall  be  governed  by the  internal  laws of the  State of
Illinois,  without  giving  effect  to any  choice  of law  or  conflict  of law
provision or rule (whether of the State of Illinois or any other  jurisdictions)
that would cause the application of the laws of any jurisdictions other than the
State of Illinois.  Each party hereby  irrevocably  submits to the non-exclusive
jurisdiction of the state and federal courts sitting within the City of Chicago,
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.
Each party hereby  irrevocably  waives any right it may have,  and agrees not to
request,  a jury  trial for the  adjudication  of any  dispute  hereunder  or in
connection  herewith  or  arising  out of  this  Agreement  or  any  transaction
contemplated hereby.

                                       14

<PAGE>

         (e) This Agreement, the Securities Purchase Agreement, the Warrant, the
Note,  the  Security  Agreement  and the  documents  executed  and  delivered in
connection  therewith  constitute the entire  agreement among the parties hereto
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  Securities  Purchase
Agreement,  the Warrant,  the Note,  the Security  Agreement  and the  documents
executed and delivered in connection  therewith  supersede all prior  agreements
and  understandings  among the parties hereto with respect to the subject matter
hereof and thereof.

         (f)  Subject to the  requirements  of SECTION 9, this  Agreement  shall
inure to the benefit of and be binding upon the permitted successors and assigns
of each of the parties hereto.

         (g) The headings in this  Agreement  are for  convenience  of reference
only and shall not limit or otherwise affect the meaning hereof.

         (h) This Agreement may be executed in 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) All consents and other  determinations  to be made by the Investors
pursuant to this Agreement  shall be made,  unless  otherwise  specified in this
Agreement,  by  Investors  holding a  majority  of the  Registrable  Securities,
determined as if the principal  amount of the Note then  outstanding  and all of
the Warrants  issuable,  have been exchanged  into or exercised for  Registrable
Securities  without  regard to any  limitation  on  Exchange  of the Note or the
exercise of the Warrants.

         (k) 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.

         (l) This  Agreement is intended  for the benefit of the parties  hereto
and  their  respective  permitted  successors  and  assigns,  and is not for the
benefit of, nor may any provision hereof be enforced by, any other Person.

                                   * * * * * *

                                       15

<PAGE>

         IN WITNESS WHEREOF,  the parties have caused this  Registration  Rights
Agreement  to be duly  executed  and  delivered  as of day and year first  above
written.

       COMPANY:

                        ALTAIR INTERNATIONAL, INC.

                        By:  __________________________________________________
         Name:

         Its:

        BUYER:

                        DORAL 18, LLC

                        By:  __________________________________________________
         Name:

         Its:
                                       16

<PAGE>

                                                                       EXHIBIT A

                                                 FORM OF NOTICE OF EFFECTIVENESS
                                                       OF REGISTRATION STATEMENT

[TRANSFER AGENT]

Attn:
     ------------

                         Re: ALTAIR INTERNATIONAL, INC.
                         ------------------------------

Ladies and Gentlemen:

                  We are  counsel  to ALTAIR  INTERNATIONAL,  INC.,  an  Ontario
corporation (the "Company"), and have represented the Company in connection with
that certain Securities  Purchase Agreement (the "Purchase  Agreement")  entered
into by and among the Company and the Buyer named therein (the "Buyer") pursuant
to which the Company issued to the Buyer an Asset-backed  Exchangeable Term Note
(the "Note")  exchangeable  into shares of the Company's  common  stock,  no par
value per share (the "Common  Stock"),  and warrants to purchase an aggregate of
350,000  shares of the Common  Stock,  subject to adjustment  (the  "Warrants").
Pursuant  to the  Purchase  Agreement,  the  Company  also  has  entered  into a
Registration  Rights  Agreement  with  the  Buyers  (the  "Registration   Rights
Agreement")  pursuant  to which the  Company  agreed,  among  other  things,  to
register  the  Registrable  Securities  (as defined in the  Registration  Rights
Agreement),  including the shares of Common Stock  issuable upon Exchange of the
Note and exercise of the Warrants,  under the Securities Act of 1933, as amended
(the  "1933  Act").  In  connection  with the  Company's  obligations  under the
Registration  Rights  Agreement,  on  ____________,  2000,  the Company  filed a
Registration   Statement   on  Form  ___  (File  No.   333-_____________)   (the
"Registration  Statement")  with the  Securities  and Exchange  Commission  (the
"SEC") relating to the Registrable  Securities which names each of the Buyers as
a selling stockholder thereunder.

                  In connection with the foregoing,  we advise you that a member
of the SEC's staff has advised us by telephone that the SEC has entered an order
declaring the Registration Statement effective under the 1933 Act at [ENTER TIME
OF  EFFECTIVENESS]  on [ENTER DATE OF  EFFECTIVENESS]  and we have no knowledge,
after  telephonic  inquiry of a member of the SEC's  staff,  that any stop order
suspending its  effectiveness  has been issued or that any  proceedings for that
purpose  are  pending  before,  or  threatened  by, the SEC and the  Registrable
Securities  are  available  for  resale  under  the  1933  Act  pursuant  to the
Registration Statement.

                                    Very truly yours,


                                    [ISSUER'S COUNSEL]

                                    By:________________________________
cc:      [Buyer]
                                       17

</TEXT>
</DOCUMENT>
