ALTAIR INTERNATIONAL INC
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>4
<FILENAME>exhibit10no2.txt
<TEXT>
                            ALTAIR INTERNATIONAL INC.

                                  AMENDMENT TO
                         COMMON SHARE PURCHASE WARRANTS

This Amendment to Common Share Purchase  Warrants (this  "Amendment") is entered
into effective as of June 20, 2001, by and between Altair International, Inc. an
Ontario corporation (the "Corporation") Louis Schnur, an individual,  and Toyota
on Western,  Inc., an Illinois  corporation and affiliate of Louis Schnur. Louis
Schnur and Toyota on Western Inc., are collectively referred to as the "Holders"
and separately referred to as a "Holder."

                                   Background

         A. One or the other of the Holders has purchased,  and the  Corporation
has executed and  delivered  to one or the other of the Holders,  the  following
warrants  to  purchase  common  shares of the  Corporation  (1) a Warrant  dated
December  6, 1999 for 25,000  common  shares of the  Corporation,  (2) a Warrant
dated January 24, 2000 for 25,000 common shares of the Corporation, (3) a Series
M-1 Warrant dated March 3, 2000 for 83,333 common shares of the Corporation, (4)
a Series  2000A-1  Warrant  dated July 8, 2000 for 15,500  common  shares of the
Corporation,  (5) a Series 2000A-2  Warrant dated July 17, 2000 for 9,000 common
shares of the Corporation,  (6) a Series 2000A-3 Warrant dated July 20, 2000 for
25,500 common shares of the Corporation, (7) a Series 2000A-4 Warrant dated July
28,  2000 for 34,500  common  shares of the  Corporation,  (8) a Series  2000A-5
Warrant dated July 31, 2000 for 13,000 common shares of the  Corporation,  (9) a
Series  2000A-9  Warrant  dated August 7, 2000 for 26,500  common  shares of the
Corporation,  (10) a Series  2000B-1  Warrant  dated  August 4, 2000 for 187,500
common shares of the Corporation,  (11) a Series 2000C-1 Warrant dated August 4,
2000 for 187,500 common shares of the Corporation, (12) a Series 2000A-6 Warrant
dated August 14, 2000 for 30,000 common shares of the Corporation, (13) a Series
2000A-7  Warrant  dated  August  22,  2000  for  51,000  common  shares  of  the
Corporation,  (14) a Series  2000A-10  Warrant  dated  March 26, 2001 for 39,000
common shares of the Corporation, (15) a Series 2000A-11 Warrant dated March 26,
2001 for 43,500 common shares of the Corporation,  (16) a Series 2001A-1 Warrant
dated June 19,  2001 for 400,000  common  shares of the  Corporation  and (17) a
Series  2001-B-1  Warrant  dated June 19, 2001 for 400,000  common shares of the
Corporation.  The Warrants identified as (1) through (17) above are collectively
referred to as the "Warrants" and individually referred to as a "Warrant."

         B. When the Warrants are combined with the common shares owned outright
by the Holders,  the Holders' total  beneficial  ownership of the Corporation is
approaching 10% of the outstanding common shares of the Corporation. The Holders
and the  Corporation  do not desire  either or both of the  Holders to  exercise
control  over the  Corporation  or to have  beneficial  ownership  of 10% of the
common shares of the  Corporation.  Therefore,  the  Corporation and the Holders
desire to amend the Warrants as set forth below.

                                    Agreement

                  NOW  THEREFORE,  in  consideration  of the covenants set forth
herein and in the Warrant and other good and valuable consideration, the receipt
and adequacy of which is hereby  acknowledged,  the  Corporation and the Holders
hereby agree as follows:


                                       1
<PAGE>


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

         The Holder may not  exercise  the Warrant to the extent  such  exercise
         would  result  in the  Holder  together  with  any  affiliate  thereof,
         beneficially  owning (as determined in accordance with Section 13(d) of
         the Securities  Exchange Act of 1934, as amended (the  "Exchange  Act")
         and the rules  promulgated  thereunder) in excess of 9.999% of the then
         issued and  outstanding  Common  Shares of the  Corporation,  including
         shares  issuable  upon  such  exercise  and  held by the  Holder  after
         application  of this  Section.  The Holder shall have the authority and
         obligation  to  determine  whether the  restriction  contained  in this
         Section will limit any particular  exercise  under the Warrant.  To the
         extent that the Holder determines that the limitation contained in this
         Section  would apply to any  particular  exercise,  the Holder shall be
         responsible   for   determining   which   portion  of  the  Warrant  is
         exercisable, for notifying the Corporation which portion of the Warrant
         is exercisable at the time of the Holder's  exercise of the Warrant and
         for not  attempting to exercise the Warrant with respect to a number of
         Common  Shares that would exceed the limits set forth in this  Section.
         The Holder  acknowledges  and agrees:  (a) that the  Corporation is not
         responsible  for  tracking  (and has no means to track)  the  number of
         Common Shares  beneficially  owned by the Holder,  (b) that neither the
         Corporation  nor its counsel has  provided,  or has any  obligation  to
         provide,  advice to the Holder  regarding  the  Holder's  ownership  of
         Common Shares or compliance with governing securities laws and (c) that
         the Corporation  shall not be liable for any civil or criminal  damages
         or sanctions  that may be imposed upon or against holder as a result of
         his failure to comply with the  provisions  of the Warrant or governing
         state or federal securities laws.

         2.       Ratification of Warrant.  Except as expressly  amended by this
Amendment,  the terms and conditions of each of the Warrants are hereby ratified
and confirmed by the parties hereto and thereto.

         3.       Counterparts.  This  Amendment may be signed in  counterparts,
all of which taken together shall constitute a single  integrated  agreement.  A
facsimile copy of this Amendment or any counterpart thereto shall be valid as an
original.


               [intentionally left blank; signature page follows]


                                       2
<PAGE>




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



                      The Corporation

                               Altair International Inc.

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


                      The Holders


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


                     Toyota On Western, Inc.

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

                                       3

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