EXHIBIT 4.4
                                WARRANT AGREEMENT

         This Warrant Agreement (the  "Agreement"),  made and entered into as of
________,   2001,  by  and  between  waverider  communications  inc.,  a  Nevada
corporation  (the  "Company"),  and CORPORATE STOCK  TRANSFER,  INC., as Warrant
Agent (the "Warrant Agent"),


                          W I T N E S S E T H T H A T:

         WHEREAS, in connection with the offering of up to 14,000,000 rights
("Rights"), each Right entitling the holder thereof to purchase for $__ (U.S.) a
Unit consisting of one share of the Company's common stock, par value $.001 per
share and one Redeemable Common Stock Purchase Warrant (the "Warrants")
exercisable at $___ (U.S.) per share through __________, 2004; and

         WHEREAS, the Company desires the Warrant Agent to act on behalf of the
Company, and the Warrant Agent is willing to so act, in connection with the
issuance, registration, transfer, exchange and redemption of the Warrants, the
issuance of Warrant Certificates, the exercise of the Warrants, and the rights
of the holders thereof.

         NOW THEREFORE, in consideration of the premises and the mutual
agreements hereinafter set forth and for the purpose of defining the terms and
provisions of the Warrants and the certificates representing the Warrants (the
"Warrant Certificates") and the respective rights and obligations thereunder of
the Company, the Registered Holders and the Warrant Agent, the parties hereto
agree as follows.

SECTION 1.        DEFINITIONS.

         As used herein, the following terms shall have the following meanings,
unless the context shall otherwise require:

1.1. "Common Stock" shall mean stock of the Company of any class, whether
now or hereafter authorized, which has the right to participate in the
distribution of earnings and assets of the Company without limit as to amount or
percentage, which at the date hereof consists of 200,000,000 shares of Common
Stock, $.001 par value, authorized.

1.2.  "Corporate Office" shall mean the office of the Warrant Agent (or its
successor) at which at any particular time its principal business shall be
administered, which office is located at the date hereof at 3200 Cherry Creek
Drive, Suite 430, Denver, Colorado 80209.

1.3.  "Exercise Date" shall mean the date of which the Warrant Agent shall
have received both (a) the Warrant Certificate representing such Warrant, with
the exercise form thereon duly executed by the Registered Holder thereof or his
attorney duly authorized in writing, and (b) payment in cash, or by official
bank or certified check made payable to the Company, of an amount in lawful
money of the United States of America equal to the applicable Purchase Price.

1.4.     "Initial Warrant Exercise Date" shall mean __________, 2001.
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1.5.  "Purchase Price" shall mean the purchase price to be paid upon
exercise of each Warrant in accordance with the terms hereof, which price shall
be $__ (U.S.) per share through _________, 2004; subject to adjustment from time
to time pursuant to the provisions of Section 8 hereof.

1.6. "Registered Holder" shall mean the person in whose name any
certificate representing Warrants shall be registered on the books maintained by
the Warrant Agent pursuant to Section 6.

         1.7. "Transfer Agent" shall mean Corporate Stock Transfer, Inc., as the
Company's transfer agent, or its authorized successor, as such.

         1.8.  "Warrant  Expiration  Date"  shall mean 5:00 p.m.,  New York City
time, on __________,  2004, provided that if such date shall in the State of New
York be a holiday or a day on which  banks are  authorized  to close,  then 5:00
p.m.,  New York City time,  on the next  following day which in the State of New
York is not a holiday  or a day on which  banks are  authorized  to close.  Upon
notice to the Registered  Holder, the Company shall have the right to extend the
warrant expiration date of the Warrants.

SECTION 2.        WARRANTS AND ISSUANCE OF WARRANT CERTIFICATES.

         2.1. A Warrant shall  initially  entitle the  Registered  Holder of the
Warrant  Certificate  representing  such Warrant to purchase one share of Common
Stock upon the exercise thereof, in accordance with the terms hereof, subject to
modification and adjustment as provided in Section 8.

         2.2. Upon  execution of this  Agreement,  the Company shall furnish the
Warrant Agent with a sufficient quantity of blank Warrant  Certificates and from
time to time will renew such supply upon the  reasonable  request of the Warrant
Agent. Such blank Warrant  Certificates  shall be properly signed by the Company
authorized  by law and in  accordance  with the  Company's  by-laws to sign such
Warrant  Certificates  and, if  requested by the Warrant  Agent,  shall bear the
corporate seal or a facsimile thereof.  Upon written order of the Company signed
by its  President and by its  Secretary or an Assistant  Secretary,  the Warrant
Certificates  shall be  manually  countersigned  and  shall not be valid for any
purpose  unless so  countersigned,  issued and  delivered  by the Warrant  Agent
pursuant to this Agreement.

         2.3. From time to time, up to the Warrant Expiration Date, the Transfer
Agent shall countersign and deliver stock  certificates in required whole number
denominations  representing  up to an aggregate of  14,000,000  shares of Common
Stock,  subject to  adjustment  as  described  herein,  upon the exercise of the
Warrants in accordance with this Agreement.

         2.4. From time to time, up to the applicable  Warrant  Expiration Date,
the Warrant Agent shall countersign and deliver Warrant Certificates in required
whole number  denominations  to the persons  entitled thereto in connection with
any  transfer or  exchange  permitted  under this  Agreement;  provided  that no
Warrant Certificates shall be issued except

(a)      those initially issued hereunder,

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(b)      those issued on or after the Initial Warrant Exercise Date, upon
         the exercise of fewer than all Warrants represented by the respective
         Warrant Certificate, to evidence any unexercised Warrants held by the
         exercising Registered Holder,

(c)      those issued upon any transfer or exchange pursuant to Section 6;

(d)      those issued in  replacement  of lost,  stolen,  destroyed or mutilated
         Warrant Certificates pursuant to Section 7; and

(e)      at the option of the  Company,  in such form as may be  approved by its
         Board of Directors, to reflect any adjustment or change in the Purchase
         Price,  or the  number  of  shares of  Common  Stock  purchasable  upon
         exercise of the Warrants.

SECTION 3.        FORM AND EXECUTION OF WARRANT CERTIFICATES.

         3.1.  The  Warrant  Certificates  shall  be  substantially  in the form
annexed  hereto as Exhibit A (the  provisions  of which are hereby  incorporated
herein) and may have such letters,  numbers or other marks of  identification or
designation and such legends, summaries or endorsements printed, lithographed or
engraved thereon as the Company may deem appropriate and as are not inconsistent
with the provisions of this Agreement,  or as may be required to comply with any
law or with any rule or  regulation  made  pursuant  thereto or with any rule or
regulation  of any stock  exchange on which the  Warrants  may be listed,  or to
conform to usage. The Warrant  Certificates  shall be dated the date of issuance
thereof  (whether  upon  initial  issuance,  transfer,  exchange  or in  lieu of
mutilated,  lost,  stolen,  or  destroyed  Warrant  Certificates)  and issued in
registered form. Warrants shall be numbered serially with the letters __.

         3.2.  Warrant  Certificates  shall be properly  signed on behalf of the
Company by officers of the Company  authorized by law and in accordance with the
Company's  by-laws to sign such Warrant  Certificates,  and shall have imprinted
thereon  a  facsimile  of the  Company's  seal.  Warrant  Certificates  shall be
manually  countersigned  by the  Warrant  Agent  and  shall not be valid for any
purpose  unless so  countersigned.  In case any officer of the Company who shall
have signed any of the Warrant  Certificates  shall cease to be such  officer of
the Company  before the date of issuance of the Warrant  Certificates  or before
countersignature  by the Warrant Agent,  such Warrant  Certificate may be issued
and  delivered  with the same  force and  effect as though the person who signed
such  Warrant  Certificates  had not ceased to be such  officer of the  Company.
After  countersignature  by the Warrant  Agent,  Warrant  Certificates  shall be
delivered by the Warrant Agent to the Registered  Holder without  further action
by the Company, except as otherwise provided by Section 4 hereof.

SECTION 4.        EXERCISE.

         4.1. Each Warrant may be exercised by the Registered  Holder thereof at
any time on or after the  Initial  Exercise  Date,  but not  after  the  Warrant
Expiration  Date,  upon the terms and subject to the conditions set forth herein
and in the Warrant Certificate. A Warrant shall be deemed to have been exercised
immediately  prior to the close of business on the Exercise  Date and the person
entitled to receive the Common Stock  deliverable  upon such  exercise  shall be
treated for all purposes as the holder upon exercise  thereof as of the close of
business on the Exercise  Date. As soon as  practicable on or after the Exercise
Date, the Warrant Agent shall deposit the proceeds received from the exercise of
a Warrant and shall notify the Company in writing, by mail or by telecopy of the
exercise of the Warrants.  Promptly following, and in any event within three (3)
days after the date of such notice from the Warrant Agent, the Warrant Agent, on
behalf of the  Company,  shall cause to be issued and  delivered by the Transfer
Agent,  to the person or persons  entitled to receive the same, a certificate or
certificates for the securities deliverable upon such exercise,  (plus a Warrant
Certificate  for any remaining  unexercised  Warrants of the Registered  Holder)
unless within 24 hours of the receipt of the notice,  the Company shall instruct
the Warrant  Agent by telecopy to refrain from causing such  issuance of Warrant
Certificates  pending  clearance  of checks  received in payment of the Purchase
Price pursuant to such Warrants.  Upon the exercise of any Warrant and clearance
of the funds  received,  the  Warrant  Agent  shall  promptly  remit the payment
received for the Warrant to the Company or as the Company may direct in writing.

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SECTION 5.        RESERVATION OF SHARES; LISTING; PAYMENT OF TAXES; ETC.

         5.1. The Company's Certificate of Incorporation, as amended, authorizes
the issuance of 200,000,000  shares of Common Stock.  As of ________,  2001, the
Company had outstanding  _________ shares of Common Stock. The Company covenants
that it will at all  times  reserve  and keep  available  out of its  authorized
Common Stock,  solely for the purpose of issue upon  exercise of Warrants,  such
number of shares of Common  Stock as shall be issuable  upon the exercise of all
outstanding  Warrants.  The Company  covenants  that all shares of Common  Stock
which shall be issuable  upon  exercise of the  Warrants  shall,  at the time of
delivery,  be duly and validly issued,  fully paid,  nonassessable and free from
all taxes, liens and charges with respect to the issue thereof (other than those
which the Company shall promptly pay or discharge); and that upon issuance, such
shares shall be listed on the Nasdaq Stock  Market or each  national  securities
exchange,  if any, on which the other shares of outstanding  Common Stock of the
Company are then listed.

         5.2. The Company  covenants  that if any  securities to be reserved for
the purpose of exercise of Warrants  hereunder  require  registration  with,  or
approval of, any governmental  authority under any Federal securities law before
such securities may be validly issued or delivered upon such exercise,  then the
Company will in good faith and as expeditiously as reasonably possible, endeavor
to secure such registration or approval. The Company will use reasonable efforts
to  obtain  appropriate  approvals  or  registrations  under  state  "blue  sky"
securities laws. With respect to any such securities,  however, Warrants may not
be exercised by, or shares of Common Stock issued to, any  Registered  Holder in
any state in which such exercise  would be unlawful.  The Warrant Agent will not
have any duty or  responsibility  for determining if the  registration  would be
unlawful.

         5.3. The Company shall pay all documentary,  stamp or similar taxes and
other  governmental  charges that may be imposed with respect to the issuance of
Warrants,  or the  issuance,  or  delivery  of any shares  upon  exercise of the
Warrants;  provided,  however,  that if the  shares  of  Common  Stock are to be
delivered in a name other than the name of the Registered  Holder of the Warrant
Certificate  representing  any Warrant  being  exercised,  then no such delivery
shall be made  unless the  person  requesting  the same has paid to the  Warrant
Agent the amount of transfer taxes or charges incident thereto, if any.

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         5.4. The Warrant Agent is hereby irrevocably  authorized to requisition
the Company's  Transfer  Agent from time to time for  certificates  representing
shares of Common Stock  required upon exercise of the Warrants,  and the Company
will authorize the Transfer  Agent to comply with all such proper  requisitions.
The Company will file with the Warrant Agent a statement  setting forth the name
and address of the  Transfer  Agent of the  Company  for shares of Common  Stock
issuable upon exercise of the Warrants.

SECTION 6.        EXCHANGE AND REGISTRATION OF TRANSFER.

         6.1.   Warrant   Certificates   may  be  exchanged  for  other  Warrant
Certificates  representing  an equal  aggregate  number of  Warrants of the same
class or may be  transferred  in whole or in part.  Warrant  Certificates  to be
exchanged shall be surrendered to the Warrant Agent at its corporate office, and
upon satisfaction of the terms and provisions  hereof, the Company shall execute
and the Warrant Agent shall countersign,  issue and deliver in exchange therefor
the Warrant  Certificate or Certificates  which the Registered Holder making the
exchange shall be entitled to receive.

         6.2. The Warrant Agent shall keep at its office books in which, subject
to such reasonable  regulations as it may prescribe,  it shall register  Warrant
Certificates and the transfer  thereof in accordance with its regular  practice.
Upon due presentment for registration or transfer of any Warrant  Certificate at
such office,  the Company  shall  execute and the Warrant  Agent shall issue and
deliver  to  the  transferee  or  transferees  a  new  Warrant   Certificate  or
Certificates  representing  an equal  aggregate  number of  Warrants of the same
class.

         6.3.   With  respect  to  all  Warrant   Certificates   presented   for
registration or transfer,  or for exchange or exercise,  the Warrant Agent shall
from time to time register the transfer, exchange or exercise of any outstanding
Warrant  Certificate  upon  records  maintained  by the  Warrant  Agent for such
purpose  upon  surrender  of such  Warrant  Certificate  to the  Warrant  Agent,
accompanied by appropriate  instruments of transfer in form  satisfactory to the
Company and the Warrant  Agent and duly executed by the  Registered  Holder or a
duly authorized attorney.

         6.4.  A  service  charge  may be  imposed  by  the  Warrant  Agent  for
registration or transfer or for exchange of Warrant  Certificates.  In addition,
the Company may require  payment by such holder of a sum sufficient to cover any
tax or other governmental charge that may be imposed in connection therewith.

         6.5. All Warrant Certificates  surrendered for exercise or for exchange
in case of  mutilated  Warrant  Certificates  shall be promptly  canceled by the
Warrant Agent and thereafter  retained by the Warrant Agent until termination of
this Agreement or resignation as Warrant Agent, or, disposed of or destroyed, at
the direction of the Company,  within the retention guidelines prescribed by any
Federal, State or banking regulatory authority.

         6.6. Prior to due presentment for registration or transfer thereof, the
Company and the Warrant  Agent may deem and treat the  Registered  Holder of any
Warrant   Certificate  as  the  absolute  owner  thereof  and  of  each  Warrant
represented  thereby  (notwithstanding  any  notations  of  ownership or writing
thereon  made by anyone other than a duly  authorized  officer of the Company or
the Warrant  Agent) for all  purposes and shall not be affected by any notice to
the contrary.

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SECTION 7.        LOSS OR MUTILATION.

         7.1.  Upon  receipt by the Company  and the  Warrant  Agent of evidence
satisfactory  to  them of the  ownership  of and  loss,  theft,  destruction  or
mutilation  of  any  Warrant   Certificate  and  (in  case  of  loss,  theft  or
destruction) of indemnity  satisfactory to them, and (in the case of mutilation)
upon  surrender  and  cancellation  thereof,  the Company  shall execute and the
Warrant  Agent  shall (in the absence of notice to the  Company  and/or  Warrant
Agent that the Warrant  Certificate  has been acquired by a bonafide  purchaser)
countersign  and deliver to the Registered  Holder in lieu thereof a new Warrant
Certificate of like tenor  representing an equal aggregate number of Warrants of
that same class.  Applicants for a substitute  Warrant  Certificate shall comply
with such other reasonable  regulations and pay such other reasonable charges as
the Warrant Agent may prescribe.

SECTION 8.  ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF SHARES OF COMMON STOCK OR
WARRANTS.

         8.1. The Company may elect,  upon any  adjustment of the Purchase Price
hereunder, to adjust the number of Warrants of each or any class outstanding, in
lieu of the adjustment in the number of shares of Common Stock  purchasable upon
the  exercise of each  Warrant as  hereinabove  provided,  so that each  Warrant
outstanding  after such  adjustment  shall  represent  the right to purchase one
share of Common Stock.  Each Warrant held of record prior to such  adjustment of
the number of Warrants of each or any class shall become that number of Warrants
(calculated to the nearest tenth)  determined by multiplying the number one by a
fraction,  the  numerator  of  which  shall  be the  Purchase  Price  in  effect
immediately  prior to such  adjustment and the denominator of which shall be the
Purchase Price in effect immediately after such adjustment. Upon each adjustment
of the number of Warrants  pursuant to this Section 8.1, the Company  shall,  as
promptly as practicable,  cause to be distributed to each  Registered  Holder of
Warrant  Certificates  on the  date  of  such  adjustment  Warrant  Certificates
evidencing,  subject to Section 9 hereof,  the number of additional  Warrants of
each class to which such Registered Holder shall be entitled as a result of such
adjustment  or, at the option of the Company,  cause to be  distributed  to such
Registered  Holder in substitution and replacement for the Warrant  Certificates
held by him prior to the date of  adjustment  (and upon  surrender  thereof,  if
required by the  Company)  new  Warrant  Certificates  evidencing  the number of
Warrants of each class to which such  Registered  Holder shall be entitled after
such adjustment.

         8.2. In case of any reclassification,  capital  reorganization or other
change of outstanding shares of Common Stock, or in case of any consolidation or
merger  of  the  Company  with  or  into  another   corporation  (other  than  a
consolidation  or merger in which the Company is the continuing  corporation and
which does not result in any reclassification,  capital  reorganization or other
change  of  outstanding  shares  of  Common  Stock),  or in case of any  sale or
conveyance  to  another  corporation  of the  property  of the  Company  as,  or
substantially  as, an entirety (other than a  sale/leaseback,  mortgage or other
financing  transaction),  the Company shall cause effective provision to be made
so that:

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(a)      each  holder  of a  Warrant  then  outstanding  shall  have  the  right
         thereafter, by exercising such Warrant, to purchase the kind and number
         of shares of stock or other  securities  or property  (including  cash)
         receivable upon such reclassification,  capital reorganization or other
         change,  consolidation,  merger,  sale or conveyance by a holder of the
         number of shares of Common  Stock that might have been  purchased  upon
         exercise of such Warrant  immediately  prior to such  reclassification,
         capital reorganization or other change, consolidation,  merger, sale or
         conveyance.  Any such provision shall include provision for adjustments
         that  shall  be as  nearly  equivalent  as  may be  practicable  to the
         adjustments provided for in this Section 8.2; and

(b)      new  Management  of the Company will be obligated to maintain a current
         prospectus  with respect to the Warrants  until the Warrant  Expiration
         Date.  The foregoing  provisions  shall  similarly  apply to successive
         reclassifications,   capital   reorganizations  and  other  changes  of
         outstanding  shares of Common Stock and to  successive  consolidations,
         mergers, sales or conveyances.

         8.3. If and whenever  the Company  shall grant to the holders of Common
Stock,  as such,  rights or warrants to  subscribe  for or to  purchase,  or any
options for the purchase  of,  Common Stock or  securities  convertible  into or
exchangeable  for or  carrying  a right,  warrant or option to  purchase  Common
Stock,  the  Company  shall  concurrently  therewith  grant  to each of the then
Registered  Holders of the Warrants  all of such rights,  warrants or options to
which each such holder would have been entitled if, on the date of determination
of stockholders entitled to the rights, warrants or options being granted by the
Company,  such holder were the holder of record of the number of whole shares of
Common Stock then issuable upon exercise (assuming, for purposes of this Section
8.3,  that  exercise of  Warrants is  permissible  during  periods  prior to the
Initial Warrant Exercise Date) of his Warrants. Such grant by the Company to the
holders of the Warrants shall be in lieu of any adjustment which otherwise might
be called for pursuant to this Section 8.

         8.4.  Irrespective  of any adjustments or changes in the Purchase Price
or the  number of  shares  of Common  Stock  purchasable  upon  exercise  of the
Warrants,  the Warrant  Certificates  theretofore  and thereafter  issued shall,
unless the Company shall  exercise its option to issue new Warrant  Certificates
pursuant  to Section 2.4 hereof,  continue  to express  the  Purchase  Price per
share,  and  the  number  of  shares  purchasable   thereunder  in  the  Warrant
Certificates when the same were originally issued.

         8.5.  After each  adjustment  of the  Purchase  Price  pursuant to this
Section  8, the  Company  will  promptly  prepare  a  certificate  signed by the
President and by the Secretary or an Assistant Secretary, of the Company setting
forth:

         (a) the Purchase Price as so adjusted,

         (b) the number of shares of Common Stock  purchasable  upon exercise of
each Warrant  after such  adjustment,  and, if the Company shall have elected to
adjust the number of  Warrants,  the number of Warrants to which the  Registered
Holder of each Warrant shall then be entitled, and

                                      -7-
<PAGE>

         (c) a brief statement of the facts accounting for such adjustment.  The
Company will promptly file such  certificate  with the Warrant Agent and cause a
brief summary thereof to be sent by ordinary first class mail to each registered
holder of Warrants at his last address as it shall appear on the registry  books
of the Warrant  Agent.  No failure to mail such notice nor any defect therein or
in the  mailing  thereof  shall  affect the  validity  thereof  except as to the
Registered  Holder to whom the Company failed to mail such notice,  or except as
to the Registered Holder whose notice was defective. The affidavit of an officer
of the Warrant Agent or the  Secretary or an Assistant  Secretary of the Company
that such notice has been mailed shall,  in the absence of fraud, be prima facie
evidence of the facts stated therein.

         8.6. As used in this Section 8, the term "Common  Stock" shall mean and
include the Company's  Common Stock authorized on the date of the original issue
of the  Warrants  and shall also  include any capital  stock of any class of the
Company  thereafter  authorized  which  shall not be  limited  to a fixed sum or
percentage  in respect of the rights of the holders  thereof to  participate  in
dividends  and in the  distribution  of assets upon the  voluntary  liquidation,
dissolution  or winding up of the Company;  provided,  however,  that the shares
issuable upon  exercise of the Warrants  shall include only shares of such class
designated in the Company's  Certificate of Incorporation as Common Stock on the
date  of the  original  issue  of the  Warrants  or  (i),  in  the  case  of any
reclassification,  change,  consolidation,  merger,  sale or  conveyance  of the
character referred to in Section 8.2 hereof,  the stock,  securities or property
provided for in such  section or (ii),  in the case of any  reclassification  or
change in the  outstanding  shares of Common Stock issuable upon exercise of the
Warrants as a result of a subdivision  or  combination or consisting of a change
in par  value,  or from par value to no par  value,  or from no par value to par
value, such shares of Common Stock as so reclassified or changed.

         8.7.  Any  determination  as to whether an  adjustment  in the Purchase
Price in effect hereunder is required pursuant to Section 8, or as to the amount
of any such  adjustment,  if required,  shall be binding upon the holders of the
Warrants  and the Company if made in good faith by the Board of Directors of the
Company.

         8.8. The Warrant Agent assumes no responsibility  for any determination
under this Section and will act only in accordance  with the written  directions
of the Company and its counsel.

SECTION 9.        FRACTIONAL WARRANTS AND FRACTIONAL SHARES.

         9.1.  If the  number of shares of  Common  Stock  purchasable  upon the
exercise of each Warrant is adjusted  pursuant to Section 8 hereof,  the Company
shall  nevertheless not be required to issue fractions of shares,  upon exercise
of the  Warrants or  otherwise,  or to  distribute  certificates  that  evidence
fractional  shares.  With respect to any fraction of a share called for upon any
exercise hereof,  the Company shall pay to the Holder an amount in cash equal to
such fraction  multiplied by the current market value of such fractional  share,
determined as follows:

         (a) If the Common Stock is listed on a National  Securities Exchange or
admitted to unlisted  trading  privileges on such exchange or listed for trading
on the Nasdaq Stock  Market,  the current  value shall be the last reported sale
price of the Common Stock on such exchange on the last business day prior to the
date of  exercise  of this  Warrant or if no such sale is made on such day,  the
average closing bid and asked prices for such day on such exchange; or

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<PAGE>

         (b) If the Common  Stock is not listed or admitted to unlisted  trading
privileges,  the current  value shall be the mean of the last  reported  bid and
asked  prices  reported  by the  National  Quotation  Bureau,  Inc.  on the last
business day prior to the date of the exercise of this Warrant; or

         (c) If the  Common  Stock is not so  listed  or  admitted  to  unlisted
trading  privileges  and bid and asked prices are not so  reported,  the current
value  shall  be an  amount  determined  in  such  reasonable  manner  as may be
prescribed by the Board of Directors of the Company.

SECTION 10.                REDEMPTION OF WARRANTS.

         10.1.  The  Warrants  are  redeemable  by the  Company on not less than
thirty  (30)  days'  prior  written  notice  at a  redemption  price of $.01 per
Warrant,  provided the closing sale price of the Common Stock as reported on the
Nasdaq Stock Market ("Nasdaq"), if traded thereon, or if not traded thereon, the
last  reported sale price on the Over the Counter  Bulletin (or other  reporting
system  that  provides  last sale  prices),  has been at least  300% of the then
current Warrant exercise price for 30 trading days,  subject to the right of the
Registered Holder to exercise such Warrants prior to redemption.  Any redemption
in part shall be made pro rata to all  Registered  Holders.  The Company and its
legal  counsel  will confirm such notice of  redemption  with the Warrant  Agent
prior to the date of redemption.  The  redemption  notice shall be mailed to the
Registered  Holders  at their  respective  addresses  appearing  in the  Warrant
register.  Any  such  notice  mailed  in the  manner  provided  herein  shall be
conclusively  presumed to have been duly given in accordance with this Agreement
whether or not the Registered  Holder  receives such notice.  No failure to mail
such notice nor any defect  therein or in the mailing  thereof  shall affect the
validity of the proceedings for such redemption except as to a Registered Holder
(i) to whom  notice  was not  mailed or (ii)  whose  notice  was  defective.  An
affidavit of the Warrant  Agent or the  Secretary or Assistant  Secretary of the
Company  that  notice of  redemption  has been mailed  shall,  in the absence of
fraud, be prima facie evidence of the facts stated therein.  Notwithstanding the
foregoing,  Registered  Holders  will have  exercise  rights  until the close of
business on the day immediately preceding the date fixed for redemption.

SECTION 11.       WARRANT HOLDERS NOT DEEMED STOCKHOLDERS.

         11.1.  No Registered  Holder shall,  as such, be entitled to vote or to
receive  dividends  or be deemed the holder of Common Stock that may at any time
be issuable upon exercise of such Warrants for any purpose whatsoever, nor shall
anything  contained herein be construed to confer upon the Registered Holder, as
such, any of the rights of a stockholder of the Company or any right to vote for
the election of directors or upon any matter  submitted to  stockholders  at any
meeting thereof, or to give or withhold consent to any corporate action (whether
upon any  recapitalization,  issue or  reclassification  of stock, change of par
value or change of stock to no par value, consolidation, merger or conveyance or
otherwise),  or to  receive  notice of  meetings,  or to  receive  dividends  or
subscription  rights,  until such  Registered  Holder shall have  exercised such
Warrants  and  been  issued  shares  of  Common  Stock  in  accordance  with the
provisions hereof.

                                      -9-
<PAGE>


SECTION 12.       RIGHTS OF ACTION.

         12.1. All rights of action with respect to this Agreement are vested in
the respective Registered Holders, and any Registered Holder, without consent of
the Warrant Agent or of the holder of any other Warrant,  may, in his own behalf
and for his own benefit,  enforce  against the Company his right to exercise his
Warrants for the  purchase of shares of Common  Stock in the manner  provided in
the Warrant Certificate and this Agreement.

SECTION 13.       AGREEMENT OF WARRANT HOLDERS.

         13.1. Every Registered Holder, by his acceptance thereof,  consents and
agrees with the Company,  the Warrant  Agent and every other holder of a Warrant
that:

         13.2. The Warrants are  transferable  only on the registry books of the
Warrant Agent by the Registered Holder thereof in person or by his attorney duly
authorized  in writing and only if the Warrant  Certificates  representing  such
Warrants are  surrendered at the office of the Warrant  Agent,  duly endorsed or
accompanied by a proper instrument of transfer satisfactory to the Warrant Agent
and  the  Company  in  their  sole  discretion,  together  with  payment  of any
applicable transfer taxes; and

         13.3.  The Company and the Warrant  Agent may deem and treat the person
in whose name the Warrant  Certificate  is  registered  as the holder and as the
absolute,  true and lawful  owner of the  Warrants  represented  thereby for all
purposes, and neither the Company nor the Warrant Agent shall be affected by any
notice or knowledge to the contrary,  except as otherwise  expressly provided in
Section 6 hereof. SECTION 14. CANCELLATION OF WARRANT CERTIFICATES.

         14.1. If the Company shall purchase or acquire any Warrant or Warrants,
the  Warrant  Certificate  or  Warrant  Certificates  evidencing  the same shall
thereupon be delivered to the Warrant Agent and canceled by it and retired.

SECTION 15.       CONCERNING THE WARRANT AGENT.

         15.1.  The  Warrant  Agent  shall  act  hereunder  as  agent  and  in a
ministerial  capacity for the Company, and its duties shall be determined solely
by the provisions hereof. The Warrant Agent shall not, by issuing and delivering
Warrant  Certificates  or by any  other  act  hereunder  be  deemed  to make any
representations  as to the  validity,  value  or  authorization  of the  Warrant
Certificates or the Warrants  represented  thereby or of any securities or other
property delivered upon exercise of any Warrant or whether any stock issued upon
exercise of any Warrant is fully paid and nonassessable.

         15.2.  The  Warrant  Agent  shall  not at any time be under any duty or
responsibility to any holder of Warrant Certificates to make or cause to be made
any adjustment of the Purchase Price provided in this Agreement, or to determine
whether any fact exists which may require any such adjustments,  or with respect
to the nature or extent of any such  adjustment,  when made,  or with respect to
the  method  employed  in making  the same.  It shall not (i) be liable  for any
recital or statement of facts contained herein or for any action taken, suffered
or omitted by it in  reliance on any Warrant  Certificate  or other  document or
instrument believed by it in good faith to be genuine and to have been signed or
presented by the proper party or parties, (ii) be responsible for any failure on
the part of the  Company to comply  with any of its  covenants  and  obligations
contained in this  Agreement or in any Warrant  Certificate,  or (iii) be liable
for any act or omission in  connection  with this  Agreement  except for its own
negligence or wilful misconduct.

                                      -10-
<PAGE>


         15.3.   The  Warrant  Agent  may  at  any  time  consult  with  counsel
satisfactory  to it (who may be  counsel  for the  Company)  and shall  incur no
liability or responsibility  for any action taken,  suffered or omitted by it in
good faith in accordance with the opinion or advice of such counsel. Any notice,
statement, instruction, request, direction, order or demand of the Company shall
be  sufficiently  evidenced  by an  instrument  signed  by  the  President,  its
Secretary,  or Assistant  Secretary (unless other evidence in respect thereof is
herein specifically  prescribed).  The Warrant Agent shall not be liable for any
action  taken,  suffered  or  omitted  by it in  accordance  with  such  notice,
statement, instruction, request, direction, order or demand believed by it to be
genuine.

         15.4. The Company agrees to pay the Warrant Agent  compensation for its
services  hereunder and to reimburse it for its expenses hereunder in accordance
with the fees  listed on  Schedule  I  attached  hereto;  it  further  agrees to
indemnify  the Warrant  Agent and save it  harmless  against any and all losses,
expenses and  liabilities,  including  judgments,  costs and counsel  fees,  for
anything done or omitted by the Warrant Agent in the execution of its duties and
powers hereunder except losses,  expenses and liabilities arising as a result of
the Warrant Agent's negligence or willful misconduct.

         15.5.  The Warrant Agent may resign its duties and be  discharged  from
all further duties and liabilities  hereunder (except  liabilities  arising as a
result of the Warrant Agent's own negligence or wilful misconduct), after giving
60 days' prior written notice to the Company. At least 30 days prior to the date
such resignation is to become effective, the Warrant Agent shall cause a copy of
such notice of resignation to be mailed to the Registered Holder of each Warrant
Certificate at the Company's expense. Upon such resignation, or any inability of
the Warrant  Agent to act as such  hereunder,  the Company  shall  appoint a new
warrant  agent in writing.  If the Company  shall fail to make such  appointment
within  a  period  of 30 days  after it has been  notified  in  writing  of such
resignation by the resigning  Warrant Agent,  then the Registered  Holder of any
Warrant  Certificate  may apply to any court of competent  jurisdiction  for the
appointment of a new warrant agent. Any new Warrant Agent,  whether appointed by
the  Company  or by such a  court,  shall be a bank or  trust  company  having a
capital and surplus,  as shown by its last published report to its stockholders,
of not less than  $10,000,000 or a stock transfer  company.  After acceptance in
writing of such appointment by the new warrant agent is received by the Company,
such new warrant agent shall be vested with the same powers,  rights, duties and
responsibilities as if it had been originally named herein as the Warrant Agent,
without any further assurance, conveyance, act or deed; but if for any reason it
shall be necessary  or  expedient to execute and deliver any further  assurance,
conveyance,  act or deed,  the same shall be done at the  expense of the Company
and shall be legally and validly executed and delivered by the resigning Warrant
Agent.  Not later than the effective  date of any such  appointment  the Company
shall file notice thereof with the resigning  Warrant Agent and shall  forthwith
cause a copy of such  notice  to be  mailed  to the  Registered  Holder  of each
Warrant Certificate.

                                      -11-
<PAGE>


         15.6. Any  corporation  into which the Warrant Agent or any new warrant
agent  may  be  converted  or  merged  or any  corporation  resulting  from  any
consolidation  to which the Warrant  Agent or any new  warrant  agent shall be a
party or any  corporation  succeeding to the trust business of the Warrant Agent
shall be a successor warrant agent under this Agreement without any further act,
provided that such  corporation is eligible for  appointment as successor to the
Warrant  Agent  under  the  provisions  of the  preceding  paragraph.  Any  such
successor warrant agent shall promptly cause notice of its succession as warrant
agent to be mailed to the Company and to the  Registered  Holder of each Warrant
Certificate.

         15.7. The Warrant Agent, its  subsidiaries  and affiliates,  and any of
its or their  officers or directors,  may buy and hold or sell Warrants or other
securities of the Company and otherwise deal with the Company in the same manner
and to the same  extent  and with like  effects  as  though it were not  Warrant
Agent.  Nothing herein shall preclude the Warrant Agent from acting in any other
capacity for the Company or for any other legal entity.

SECTION 16.       MODIFICATION OF AGREEMENT.

         16.1. The Warrant Agent and the Company may by  supplemental  agreement
make any changes or  corrections  in this  Agreement (i) that they shall deem it
appropriate  to cure any ambiguity or to correct any  defective or  inconsistent
provision or manifest mistake or error herein  contained;  or (ii) that they may
deem  necessary or desirable and which shall not adversely  affect the interests
of the Registered  Holders;  provided,  however,  that this Agreement  shall not
otherwise be modified,  supplemented  or altered in any respect  except with the
consent in writing of the Registered  Holders  representing not less than 50% of
the Warrants of each class then  outstanding;  and  provided,  however,  that no
change in the number or nature of the securities  purchasable  upon the exercise
of any Warrant,  or the Purchase  Price  therefor,  or the  acceleration  of the
Warrant  Expiration  Date,  shall be made  without the consent in writing of the
Registered  Holder  representing  such  Warrant,  other than such changes as are
specifically prescribed by this Agreement as originally executed.

SECTION 17.       NOTICES.

         17.1.  All  notices,   requests,   consents  and  other  communications
hereunder  shall be in  writing  and  shall be  deemed  to have  been  made when
delivered or mailed first class registered or certified mail, postage prepaid as
follows: if to the Registered Holder of a Warrant Certificate, at the address of
such holder as shown on the registry books  maintained by the Warrant Agent;  if
to the Company,  at 255 Consumers Road, Suite 500,  Toronto,  Ontario Canada M2J
1R4, attention: T. Scott Worthington,  or at such other address as may have been
furnished  to the  Warrant  Agent in writing by the  Company;  if to the Warrant
Agent, at its corporate office.

SECTION 18.       GOVERNING LAW.

         18.1.  This Agreement  shall be governed by and construed in accordance
with the  laws of the  State of  Nevada,  without  reference  to  principles  of
conflict of laws.



                                      -12-
<PAGE>


SECTION 19.       BINDING EFFECT.

         19.1.  This Agreement shall be binding upon and inure to the benefit of
the Company and, the Warrant Agent and their respective  successors and assigns,
and the Registered  Holders Warrant  Certificates.  Nothing in this Agreement is
intended or shall be construed to confer upon any other person any right, remedy
or claim,  in equity or at law,  or to impose  upon any other  person  any duty,
liability or obligation.

SECTION 20.       TERMINATION.

         20.1.  This Agreement  shall  terminate at the close of business on the
Expiration Date of the Warrant or such earlier date upon which all Warrants have
been  exercised,  except that the Warrant Agent shall account to the Company for
cash held by it and the  provisions  of Section  14 hereof  shall  survive  such
termination.

SECTION 21.       COUNTERPARTS.

         21.1.  This  Agreement may be executed in several  counterparts,  which
taken together shall constitute a single document.

                                   [Remainder of page intentionally left blank.]




                                      -13-
<PAGE>



         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first above written.



                                        WAVERIDER COMMUNICATIONS INC.



                                        By: ________________________________
                                            D. Bruce Sinclair
                                            President and CEO



                                        CORPORATE STOCK TRANSFER, INC.



                                        By: ________________________________
                                        Name ______________________________
                                        Title: _______________________________


                                      -14-