<PAGE>
                                                                     EXHIBIT 4.5


                        FORM OF SUBSCRIPTION CERTIFICATE

       THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH IN
           THE COMPANY'S PROSPECTUS DATED, FEBRUARY ____, 2003 (THE
           "PROSPECTUS") AND ARE INCORPORATED HEREIN BY REFERENCE.
           COPIES OF THE PROSPECTUS ARE AVAILABLE UPON REQUEST FROM
         COMPUTERSHARE TRUST COMPANY, INC. AS THE SUBSCRIPTION AGENT.

STOCKHOLDER NAME AND ADDRESS:

                  <<NAME1>>

                  <<NAME2>>

                  <<NAME3>>

                  <<NAME4>>

                  <<NAME5>>

                  <<NAME6>>


CERTIFICATE NO.:   <<CERTNO>>

                        CERTIFICATE FOR <<SHARES>> RIGHTS

                                  NAVIDEC, INC.
              INCORPORATED UNDER THE LAWS OF THE STATE OF COLORADO


                            SUBSCRIPTION CERTIFICATE

      EVIDENCING <<SHARES>> TRANSFERABLE SUBSCRIPTION RIGHTS TO PURCHASE A
        COMPARABLE NUMBER OF SHARES OF THE COMMON STOCK OF NAVIDEC, INC.


                       SUBSCRIPTION PRICE: $1.80 PER SHARE

                VOID IF NOT EXERCISED BEFORE THE EXPIRATION DATE
                         (AS DEFINED IN THE PROSPECTUS)

REGISTERED OWNER:

      THIS CERTIFIES THAT the registered owner whose name is inscribed herein is
the owner of the number of Subscription Rights set forth above, each of which
entitles the owner to subscribe for and purchase one share of the Common Stock,
no par value (the "Common Stock"), of Navidec, Inc., a Colorado corporation (the
"Company"), on the terms and subject to the conditions set forth in the
Company's Prospectus dated April ____, 2003, and instructions relating thereto
on the reverse side hereof. The Subscription Rights represented by this
Subscription Certificate may be exercised by duly completing Section 1 on the
reverse side hereof. Special issuance or delivery instructions may be specified
by completing Section 2 on the reverse side hereof.

      SUCH SUBSCRIPTION RIGHTS MAY NOT BE EXERCISED UNLESS THE REVERSE SIDE
HEREOF IS COMPLETED AND SIGNED.


Dated: April ____, 2003


J. Ralph Armijo                                 Patrick Mawhinney
President and Chief Executive Officer           Secretary

                                                      Countersigned By:
                                                Computershare Trust Company,Inc.


                                                --------------------------------
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                    SECTION 1 - EXERCISE AND SUBSCRIPTION

BASIC AND OVER SUBSCRIPTION

The undersigned irrevocably exercises Subscription Rights to subscribe for
shares of the Company's Common Stock, as indicated below, on the terms and
subject to the conditions specified in the Company's Prospectus dated April
____, 2003, relating to the offering of such Subscription Rights, receipt of
which is hereby acknowledged.

      (a)   Number of shares of the Company's Common Stock subscribed for
            pursuant to the Basic Subscription Privilege:_______________________

      (b)   Number of shares of the Company's Common Stock subscribed for
            pursuant to the Over-Subscription Privilege:_______________________

YOU MAY NOT EXERCISE THE OVER-SUBSCRIPTION PRIVILEGE UNLESS YOUR BASIC
SUBSCRIPTION PRIVILEGE HAS BEEN EXERCISED IN FULL.

      (c)   Total Subscription Price (total number of shares subscribed for
            pursuant to both the Basic Subscription Privilege plus the
            Over-Subscription Privilege multiplied by the Subscription Price of
            $1.80 per share): $___________________.

METHOD OF PAYMENT (CHECK ONE)

|_|  Uncertified personal check, payable to Computershare Trust Company, Inc.,
     as Subscription Agent for NAVIDEC, INC. PLEASE NOTE THAT FUNDS PAID BY
     UNCERTIFIED PERSONAL CHECK MAY TAKE AT LEAST FIVE BUSINESS DAYS TO CLEAR.
     ACCORDINGLY, SUBSCRIPTION RIGHTS HOLDERS WHO WISH TO PAY THE PURCHASE PRICE
     BY MEANS OF AN UNCERTIFIED PERSONAL CHECK ARE URGED TO MAKE PAYMENT
     SUFFICIENTLY IN ADVANCE OF THE EXPIRATION DATE TO ENSURE THAT SUCH PAYMENT
     IS RECEIVED AND CLEARS BY THE EXPIRATION DATE, AND ARE URGED TO CONSIDER
     PAYMENT BY MEANS OF A CERTIFIED OR BANK CHECK, MONEY ORDER OR WIRE TRANSFER
     OF IMMEDIATELY AVAILABLE FUNDS.

|_|  Certified check or bank check drawn on a U.S. bank or money order,
     payable to Computershare Trust Company, Inc., as Subscription Agent for
     NAVIDEC, INC.

|_|  Wire transfer directed to the account maintained by Computershare Trust
     Company, Inc. at

                        Union Bank & Trust
                        100 Broadway
                        Denver, Colorado 80209
                        (303) 744-3221
                        ABA# 102000908
                        Credit Account # 85-02961
                        Account Name:  Computershare Trust Company, Inc.
                                       AST Escrow Agent

If the amount enclosed or transmitted is not sufficient to pay the purchase
price for all shares of Common Stock that are stated to be subscribed for, or if
the number of shares of Common Stock being subscribed for is not specified, the
number of shares of Common Stock subscribed for will be assumed to be the
maximum number that could be subscribed for upon payment of such amount. If the
amount enclosed or transmitted exceeds the purchase price for all shares of
Common Stock that the undersigned has the right to subscribe for under the Basic
Subscription Privilege plus the Over-Subscription Privilege (such excess amount,
the "Subscription Excess"), the Subscription Agent shall return the Subscription
Excess to the subscriber without interest or deduction.
<PAGE>
Acknowledgement of Solicitation by Broker-Dealer

The Company has agreed with certain Broker-Dealers that they will receive a 5%
commission for assisting the Company by soliciting the exercise of the Rights.
Please complete the following:

(a)   Did a Broker-Dealer contact you and assist you with the exercise of
your rights?
            / / Yes       / / No

(b)   If yes, what is the name of the Broker-Dealer?




<PAGE>

           SECTION 2 -- SPECIAL ISSUANCE OR DELIVERY INSTRUCTIONS FOR
                          SUBSCRIPTION RIGHTS HOLDERS:

To be completed ONLY if the certificate representing the Common Stock is to be
issued in a name other than that of the registered holder or is to be sent to an
address other than that shown above. (See the Instructions included with this
Rights Certificate.) DO NOT FORGET TO COMPLETE THE GUARANTEE OF SIGNATURE(S)
SECTION BELOW.

Please issue the certificate representing the Common Stock in the following name
and/or deliver to the following address:

Name:                                Soc. Sec. #/Tax ID #:
     ---------------------------                           ---------------------

Address:
         -----------------------------------------------------------------------

         -----------------------------------------------------------------------

                  ACKNOWLEDGMENT -- THE SUBSCRIPTION ORDER FORM
                       IS NOT VALID UNLESS YOU SIGN BELOW

I/We acknowledge receipt of the Prospectus and understand that after delivery of
this Subscription Certificate to the Company's Subscription Agent, I/we may not
modify or revoke this Subscription Certificate. Under penalties of perjury, I/we
certify that the information contained herein, including the social security
number or taxpayer identification number given above, is correct. If the Special
Issuance or Delivery Instructions for Subscription Rights Holders are completed,
I/we certify that although the certificate representing the Common Stock is to
be issued in a name other than the registered holder, beneficial ownership of
the Common Stock will not change.

The signature below must correspond with the name of the registered holder
exactly as it appears on the books of the Company's transfer agent without any
alteration or change whatsoever.

Subscriber's Signature(s):                              Date:
                            --------------------------        ------------------

                                                        Date:
                            --------------------------        ------------------

If signature is by trustee(s), executor(s), administrator(s), guardian(s),
attorney(s)-in-fact, agent(s), officer(s) of a corporation or another acting in
a fiduciary or representative capacity, please provide the following information
(please print). (See the Instructions included with this Rights Certificate.)

Name:                        Capacity:
     ---------------------            ------------------------------------------

Address:                                   Phone:
         -------------------------------          ------------------------------

                                           Soc. Sec. # or Tax ID #:
----------------------------------------                            ------------

                            GUARANTEE OF SIGNATURE(S)

All Subscription Rights Holders who specify special issuance or delivery
instructions must have their signatures guaranteed by an Eligible Institution,
as defined in Rule 17Ad-15 of the Securities Exchange Act of 1934, as amended.
(See the Instructions.)

Signature Guaranteed by: _________________________________________________
                                      Eligible Institution