EXHIBIT 4.3
No. ________
                                  _____ Rights

                           VOID AFTER _________, 2001

                          WAVERIDER COMMUNICATIONS INC.

                         SUBSCRIPTION RIGHTS CERTIFICATE

This Subscription Rights Certificate (the "Rights Certificate") certifies that
FOR VALUE RECEIVED __________ or registered assigns (the "Registered Holder") is
the owner of the number of Non-transferable Subscription Rights (the "Rights")
set forth above, each one (1) Right entitling the owner thereof to purchase from
WaveRider Communications Inc., a Nevada corporation (the "Company") at any time
prior to _________, 2001 (the "Expiration Date"), at the office of Corporate
Stock Transfer, Inc., 3200 Cherry Creek Drive, Suite 430, Denver, Colorado 80209
or its successors as Rights Agent (the "Rights Agent"), one (1) unit (a "Unit"),
each consisting of one (1) fully paid and non-assessable share of the Company's
common stock, par value $.001 per share (the "Common Stock") and one (1) fully
paid and non-assessable Redeemable Common Stock Purchase Warrant (the "Warrant")
of the Company, at a purchase price of $__ (U.S.) per Unit (the "Purchase
Price") upon presentation of this Rights Certificate with the form of election
on the reverse side hereof properly completed and duly executed with signatures
guaranteed, if necessary, accompanied by payment in full of the Purchase Price
in U.S. dollars for the Units subscribed in U.S. dollars by check, bank check,
money order or other negotiable instrument, and any other required documents to
be received by the Rights Agent. The Registered Holder may also subscribe for
additional Units pursuant to the over-subscription right described below, by
completing the separate over-subscription form and presenting it to the Rights
Agent along with payment of the purchase price for the over-subscribed Units as
therein provided.

         If Rights represented by this Rights Certificate are exercised with
respect to fewer than all Units purchased, a certificate representing Rights to
purchase the remaining number of Units will be issued if additional exercises
are feasible.

         If the Registered Holder has exercised its basic subscription right in
full, he or she may also subscribe for additional Units. If there are
insufficient Units to fill all basic subscriptions, the Units that are available
will be allocated to the Registered Holders on a pro rata basis in proportion to
the total number of basic subscription rights exercised by each Registered
Holder. If all basic subscriptions have been filled but there are insufficient
Units to fill all over-subscriptions, the Units available to fill
over-subscriptions will be allocated to the Registered Holders who have
oversubscribed on a pro rata basis in proportion to the amount of each
Registered Holder's over-subscription.

         No fractional Units will be issued by the Company. A Rights Certificate
may not be divided in such a manner as would permit the Registered Holder to
subscribe for a greater number of Units than the number for which they would be
entitled to subscribe under the original Rights Certificate.
<PAGE>

         This Rights Certificate, and the Rights represented hereby, are subject
to all of the terms, conditions and provisions of the Subscription Rights
Agreement, which terms, conditions and provisions are hereby incorporated by
reference and made a part hereof and to which Subscription Rights Agreement
reference is hereby made to a full description of the rights, obligations,
duties and indemnities hereunder of the Company and the holders of the Rights
Certificates. Copies of the Subscription Rights Agreement are available without
charge upon written request to the Company or Rights Agent.

         Prior to the exercise of any Rights represented hereby, the Registered
Holder shall not be entitled to any rights of a stockholder of the Company by
virtue of such holder's ownership of any Rights, including, without limitation,
the right to vote or to receive dividends or other distributions, and shall not
be entitled to receive any notice of any proceedings of the Company or to
receive any notice except as provided in the Subscription Rights Agreement, by
virtue of being a Registered Holder of Rights.

         This Rights Certificate shall not be valid or obligatory until it shall
have been countersigned by the Rights Agent.

                                   [Remainder of page intentionally left blank.]



<PAGE>


         IN WITNESS WHEREOF, the Company has caused this Rights Certificate to
be duly executed, manually or by facsimile by two of its officers thereunto duly
authorized and a facsimile of its corporate seal to be imprinted hereon.

                                   WAVERIDER COMMUNICATIONS INC.

Dated: __________, 2001                 By: /s/ D. Bruce Sinclair
                                            ---------------------
                                            D. Bruce Sinclair
                                            President and CEO

                                        By: /s/ T. Scott Worthington
                                            ------------------------
[seal]                                      T. Scott Worthington
                                            Chief Financial Officer



Countersigned and Registered:

Corporate Stock Transfer, Inc.,
Rights Agent

By: ______________________
         Authorized Officer



<PAGE>


                FORM OF ELECTION TO EXERCISE SUBSCRIPTION RIGHTS
      (to be executed if holder desires to exercise the Rights Certificate)

                Please Print All Information Clearly And Legibly.

To WaveRider Communications Inc.:

Basic Subscription Right

         The undersigned hereby elects to exercise Rights represented by this
Rights Certificate and irrevocably subscribes to purchase ________ Units
pursuant to the basic subscription Right described in the prosepctus. Each Unit
shall consist of one share of Common Stock and one Redeemable Common Stock
Purchase Warrant of WaveRider Communications Inc.

I exercise __________________ Units x $___ (U.S.) =  $__________________ (U.S.)
              (no. of Units)                           (amount enclosed)

Over-Subscription Right
(available only if you exercise the basic subscription right in full)

         The undersigned hereby elects to irrevocably subscribe to purchase
__________ additional Units pursuant to the over-subscription Right described in
the prospectus. Each Unit shall consist of one share of Common Stock and one
Redeemable Common Stock Purchase Warrant of WaveRider Communications Inc.

I exercise __________________ Units x $__ (U.S.) =  $__________________ (U.S.)
              (no. of Units)                            (amount enclosed)

Total Subscription = ____________ Units x $___ (U.S.) = $_______________(U.S.)
                           (no. of Units)                 (amount enclosed)



-------------------                                  ---------------------------
Social Security                                      Name
Number
                                                     ---------------------------
                                                     Mailing Address

Dated: __________, 2001

                                                     ---------------------------
                                                     Signature(s)
<PAGE>

                            Guarantee Of Signature(s)

         All Registered Holders who ask to have shares delivered to an address
other than their own or to a stockholder other than the Registered Holder must
have their signatures guaranteed by an Eligible Institutions. An "Eligible
Institution" for this purpose is a bank, stockbroker, savings and loan
association and credit union with membership in an approved signature guaranteed
medallion program, pursuant to Rule 17Ad-15 of the Securities Exchange Act of
1934.

Authorized Signature: ______________________      Name of Firm: ________________

Name:  __________________________________         Address:  ____________________

Title:  ___________________________________       Area Code and Telephone: _____

You must have your signature guaranteed if you wish to have your shares
delivered to an address other than your own or to a stockholder other than the
registered holder.

The signature(s) must correspond in every particular, without alteration, with
the name(s) as printed on the reverse of this rights certificate.

This form of election must be accompanied by check,  bank check,  or money order
in U.S. dollars payable to "Corporate Stock Transfer,  Inc. Subscription Agent -
WaveRider Communications Inc.," for the number of units subscribed multiplied by
$__ (U.S.) (purchase price per unit).

If you  have  questions  on the  use of  WaveRider  Communications  Inc.  rights
certificates  please  contact our  information  agent,  Innistree  M&A,  Inc. at
_____________,  our Chief  Financial  Officer,  T. Scott  Worthington,  at (416)
502-3200,  or our dealer-manager,  Gruntal & Co., L.L.C., at _________;  or your
bank or broker with questions.