EXHIBIT 4.2
                          SUBSCRIPTION RIGHTS AGREEMENT

         This Subscription Rights Agreement (the "Agreement"),  made and entered
into as of this day of _________ 2001, by and between  WaveRider  Communications
Inc., a Nevada corporation (the "Company"),  and Corporate Stock Transfer,  Inc.
(the "Subscription Agent"),

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

         WHEREAS, the Company has filed a Registration Statement on Form S-3
(Registration No. 333-____) with the Securities and Exchange Commission (the
"Registration Statement") in connection with the proposed offering (the "Rights
Offering") of up to 14,000,000 Units, each consisting of one share of the
Company's common stock, $.001 par value per share (the "Common Stock"), and one
Redeemable Common Stock Purchase Warrant (the "Warrant"), for sale to holders of
non-transferable subscription rights (the "Rights"), which are to be issued to
holders of outstanding shares of the Company's Common Stock (the "Common
Stockholders");

         WHEREAS, the Subscription Agent presently serves as transfer agent and
registrar of the Company's Common Stock and will also serve as transfer agent
and registrar for the Rights and the Warrants;

         WHEREAS, the Company intends to issue to the Common Stockholders one
Right for each share of Common Stock held of record as of _________, 2001 (the
"Record Date"), and intends that the Rights will be exercisable to purchase one
unit (the "Unit") at a subscription price of $__ (U.S.) per Unit (the
"Subscription Price") (the "Basic Subscription Right"), that any Rights holder
who exercises all of their Basic Subscription Rights may subscribe for
additional Units pursuant to a limited Over-Subscription Right (as defined
herein), and that the Rights will be evidenced by non-transferable certificates
(the "Rights Certificates") in a form satisfactory to the Subscription Agent and
the Company; and

         WHEREAS, the Company desires to employ the Subscription Agent to act as
a subscription agent in connection with the Rights Offering, including, but not
limited to, the issuance and delivery of the Rights Certificates, and the
Subscription Agent is willing to act in such capacity:

         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 Rights and the Rights Certificates and the respective rights
and obligations thereunder of the Company, the holders of Rights Certificates
and the Rights Agent, the parties agree as follows:

                                   Article I
                        APPOINTMENT OF SUBSCRIPTION AGENT

         1.1 Appointment of Subscription  Agent. The Company hereby appoints the
Subscription  Agent to act as  agent  for the  Company  in  accordance  with the
instructions  set forth in this  Agreement,  and the  Subscription  Agent hereby
accepts such appointment.
<PAGE>

                                   Article II
                        DELIVERY OF DOCUMENTS BY COMPANY

         2.1  Delivery of  Documents  by Company.  The Company  will cause to be
timely  delivered to the Subscription  Agent sufficient  copies of the following
documents  for  delivery to all intended  recipients  of the Rights (the "Rights
Offerees"):

(a)      the Prospectus;

(b)      blank Rights Certificates, including instructions for completion;

(c)      a transmittal letter to Rights Offerees (the "Rights Letter");

(d)      separate  instructions  for  Rights  Offerees  who  are  nominees  (the
         "Nominee Instructions") as contained in the Rights Letter; and

(e)      a notice of guaranteed delivery (the "Notice of Guaranteed Delivery").


         2.2 Additional  Documents to be Delivered by Company.  The Company will
also deliver to the Subscription Agent:

(a)      resolutions  adopted  by the  Board  of  Directors  of the  Company  in
         connection  with the Rights  Offering,  certified  by the  Secretary or
         Assistant Secretary of the Company; and

(b)      on or  promptly  following  the  Expiration  Date (as  defined  below),
         sufficient blank forms for the issuance of the Warrants.

                                  Article III
                   DETERMINATION OF RIGHTS OFFEREES AND RIGHTS

         3.1 Determination of Rights Offerees.  On or about the Record Date, the
Subscription Agent shall create and maintain, from the stock ledger and register
it maintains in its  capacities  as transfer  agent and registrar for the Common
Stock, a list of the names, addresses and taxpayer identification numbers of the
Rights Offerees and the number of Rights each such Rights Offeree is entitled to
receive in the Rights Offering (the "Rights Ledger"). With respect to the Common
Stock held of record by stock depositary trust companies, the Subscription Agent
and the  Company  shall  timely  solicit  and obtain a list  containing  similar
information with respect to the  broker/dealers or banks for whom such companies
hold such stock as nominee and merge such  information  with and into the Rights
Ledger.  The Rights Offerees shall be established as of the close of business on
the Record Date.

         3.2  Determination  of Rights.  Each Rights  Offeree  shall receive one
Right for each one share of Common  Stock held of record as of the Record  Date.
Fractional Rights will not be issued by the Company.
<PAGE>

                                   Article IV
             MAILING OF SUBSCRIPTION DOCUMENTS BY SUBSCRIPTION AGENT

         4.1 Mailing of Subscription  Documents by Subscription Agent. Except as
provided in Section 4.2 below, upon the written advice of the Company, signed by
any of its duly  authorized  officers,  after the date of  effectiveness  of the
Registration Statement, the Subscription Agent shall mail or cause to be mailed,
via first class mail, to each Rights Offeree a prospectus,  Rights  Certificate,
including  instructions  for completion,  Rights Letter and Notice of Guaranteed
Delivery (the  "Subscription  Documents").  Prior to mailing,  the  Subscription
Agent,  as transfer agent and registrar for the Rights,  will cause to be issued
Rights  Certificates  in the names of the Rights  Offerees and for the number of
Rights to which they are each entitled, as determined in accordance with Section
3 above. The Subscription  Agent shall make reasonable efforts to identify which
of the  Rights  Offerees  are likely to be nominee  holders  and to include  the
Nominee Instructions with such mailing to such Rights Offerees. The Subscription
Agent shall either manually sign or affix a duly authorized  facsimile signature
on all Rights Certificates. The signatures of the officers of the Company on the
Rights Certificates shall be facsimile signatures.  Immediately after the Rights
Certificates are mailed, the Subscription Agent shall execute and deliver to the
Company a certificate in the form of Exhibit A hereto.

         4.2 Foreign Stockholders. If requested by the Company, the Subscription
Agent shall airmail or courier the  documents  required by Section 4.1 to Rights
Offerees whose  addresses are outside the United States or Canada and take other
reasonable  action requested by the Company to cause the timely delivery of such
documents to such Rights Offerees.

                                   Article V
                             SUBSCRIPTION PROCEDURE

         5.1 Valid Exercise of Rights.  For a valid exercise of Rights to occur,
the  Subscription  Agent must receive,  by mail,  hand delivery,  and otherwise,
prior to 5:00  p.m.,  New York City time,  on  ________,  2001 (the  "Expiration
Date"),  which time period may be extended for up to 30 days by the Company, the
Rights Certificate  pertaining to such Rights, which has been properly completed
and endorsed for exercise,  as provided in the  instructions on the reverse side
of  the  Rights  Certificate,  and  payment  in  full  in  U.S.  dollars  of the
Subscription  Price for the number of Units  subscribed  by check,  bank  check,
money order or other  negotiable  instrument  payable to the order of "Corporate
Stock Transfer, Inc., as Subscription Agent - WaveRider Communications Inc."

         5.2 Guaranteed Signatures. If a Rights Offeree requests that the Rights
Certificate  representing  the Common  Stock or  Warrants to be issued in a name
other than the name of the Rights  Offeree or such  certificate is to be sent to
an  address  other  than the  address  shown  on such  Rights  Offeree's  Rights
Certificate,  the signatures on such Rights  Certificate must be guaranteed by a
financial institution (including commercial banks, savings and loan associations
and brokerage  houses) that is a member of a recognized  signature  guarantee or
medallion  program  within the  meaning  of Rule  17Ad-15  under the  Securities
Exchange Act of 1934, as amended (each, an "Eligible Institution").
<PAGE>

         5.3 Depository Trust Company.  In the case of Rights Offerees of Rights
that are held of record through the Depository Trust Company ("DTC"),  exercises
of the Basic  Subscription  Right may be effected by instructing DTC to transfer
Rights  from the DTC  account of such  Rights  Offeree to the DTC account of the
Subscription  Agent,  together with payment of the  Subscription  Price for each
Unit  subscribed  for  pursuant  to  the  Basic   Subscription   Right  and  the
Over-Subscription  Right,  as  applicable.  Alternatively,  a Rights Offeree may
exercise the Rights evidenced by the Rights Certificate by effecting  compliance
with the procedures for guaranteed delivery set forth in Section 5.4 below.

         5.4  Notice  of  Guaranteed  Delivery.  If a Rights  Offeree  wishes to
exercise  Rights,  but time will not  permit  such  Rights  Offeree to cause the
Rights Certificate  evidencing such Rights to reach the Subscription Agent on or
prior to the Expiration  Date, such Rights may  nevertheless be exercised if all
of the following conditions are met (the "Guaranteed Delivery Procedures"):  (a)
such Rights  Offeree has caused  payment in full of the  Subscription  Price for
each Unit being subscribed for pursuant to the Basic  Subscription Right and the
Over-Subscription  Right to be received by the Subscription Agent on or prior to
the Expiration  Date; (b) the  Subscription  Agent receives,  on or prior to the
Expiration  Date,  a  guarantee  notice (a  "Notice  of  Guaranteed  Delivery"),
substantially  in the form provided  with the  Subscription  Documents,  from an
Eligible  Institution,  stating  the name of the Rights  Offeree,  the number of
Rights held by the Rights Certificate or Rights Certificates held by such Rights
Offeree,  the  number  of Units  being  subscribed  for  pursuant  to the  Basic
Subscription  Right and the  number  of  Units,  if any,  being  subscribed  for
pursuant to the  Over-Subscription  Right,  and guaranteeing the delivery to the
Subscription Agent of the Rights Certificate  evidencing such Rights at or prior
to 5:00 p.m.,  New York City time, on the date three (3) business days following
the date of the Notice of Guaranteed  Delivery;  and (c) the properly  completed
Rights Certificate(s)  evidencing the Rights being exercised,  with any required
signatures  guaranteed,  are received by the Subscription  Agent, or such Rights
are transferred into the DTC account of the  Subscription  Agent, at or prior to
5:00 p.m., New York City time, on the date three (3) business days following the
date of the  Notice of  Guaranteed  Delivery  relating  thereto.  The  Notice of
Guaranteed  Delivery  may be  delivered  to the  Subscription  Agent in the same
manner as Rights  Certificates  at the  addresses  set  forth  above,  or may be
transmitted  to the  Subscription  Agent by telegram or  facsimile  transmission
(facsimile: __________).

         5.5 Deemed Exercises.  If a Rights Offeree has not indicated the number
of Rights being  exercised,  or if the Subscription  Price payment  forwarded by
such Rights Offeree to the Subscription  Agent is not sufficient to purchase the
number  of Units  subscribed  for,  the  Rights  Offeree  will be deemed to have
exercised  the Basic  Subscription  Right with respect to the maximum  number of
Rights  which may be  exercised  for the  Subscription  Price  delivered  to the
Subscription  Agent  and,  to the extent  that the  Subscription  Price  payment
delivered by such Rights Offeree exceeds the  Subscription  Price  multiplied by
the maximum number of Rights which may be exercised (the "Subscription Excess"),
the Rights Offeree will have been deemed to have exercised its Over-Subscription
Right to purchase, except as provided in Section 8.2, that number of Units equal
to the quotient obtained by dividing the Subscription Excess by the Subscription
Price, up to the maximum number of Units purchasable by such Rights Offeree. The
Subscription  Agent,  as soon as  practicable  after the exercise of the Rights,
shall mail to such Rights  Offerees any portion of the  Subscription  Excess not
applied  to the  purchase  of Units  pursuant  to the  Over-Subscription  Right,
without interest or deduction.
<PAGE>

                                   Article VI
                   DELIVERY OF STOCK CERTIFICATES AND WARRANTS

         6.1 Delivery of Stock Certificates and Warrants. As soon as practicable
after the  Expiration  Date,  the  Subscription  Agent  shall mail  certificates
representing  the Warrants and Common Stock subscribed for by the holders of the
Rights.   The  certificates  shall  be  mailed  via  first  class  mail  to  the
subscribers'  address as shown on the reverse side of the Rights Certificate or,
if none, then as listed on the  Subscription  Agent's  register (except that the
Subscription Agent shall comply with any ancillary written delivery instructions
provided by any subscriber).  The Subscription  Agent shall maintain a mail loss
surety  bond  protecting  the Company  and the  Subscription  Agent from loss or
liability arising out of non-receipt or non-delivery of such certificates.

                                  Article VII
                           FRACTIONAL UNITS AND SHARES

         7.1 Fractional Units and Shares. No fractional Units will be issued by
the Company. Any Rights Offeree who would be entitled to purchase a fractional
Unit will be given the right to purchase a full Unit. A Rights Certificate may
not be divided in such a manner as would permit the holders to subscribe for a
greater number of Units than the number for which they would be entitled to
subscribe under the original Rights Certificate. Rights Offerees, such as banks,
securities dealers and brokers, who receive Rights as nominees for one or more
beneficial owners shall be given the right to purchase a full Unit when entitled
to purchase a fractional Unit and shall be entitled to exercise their Rights
Certificates on behalf of the beneficial owners.

                                  Article VIII
                             OVER-SUBSCRIPTION RIGHT

         8.1 Prorating of Basic  Subscription  Right if  Insufficient  Units. If
there are insufficient  Units to fill all Basic  Subscription  Rights, the Units
that are available will be allocated to our subscribing securityholders on a pro
rata  basis  in  proportion  to the  total  number  of  rights  granted  to each
securityholder.

         8.2  Over-Subscription  Right. If a Rights Offeree exercises his or her
Basic  Subscription  Right  in  full,  the  Rights  Offeree  may  subscribe  for
additional Units (the "Over-Subscription  Right") at the Subscription Price. The
Subscription  Agent shall determine the number of Units  subscribed for pursuant
to the exercise of the Over-Subscription Right. If sufficient Units in excess of
all Units  subscribed  for  pursuant  to the  regular  exercise  of  Rights  are
available to satisfy all exercised  Over-Subscription  Rights,  the Subscription
Agent shall fill all such exercised  Over-Subscription Rights as and to the same
extent as if pursuant to the regular exercise of Rights. To the extent, however,
that   sufficient   Units  are  not   available  to  fill  all  such   exercised
Over-Subscription  Rights, the Units which are available will be allocated among
those  electing to  additionally  subscribe on a pro rata basis in proportion to
the amount of each securityholder's Over-Subscription. Unsubscribed Rights as of
the  Expiration  Date may be  subscribed  for by those  electing to exercise the
Over-Subscription   Right.  To  exercise  the   Over-Subscription   Right,   the
appropriate block on the Over-Subscription form must be completed and payment in
full for  additional  Units  must  accompany  the form and be  submitted  to the
Subscription Agent prior to the Expiration Date.
<PAGE>

         8.3  Refund.   In  the  event  any  holder  who   exercises  his  Basic
Subscription  Right or  Over-Subscription  Right  does  not  receive  the  Units
subscribed therefor,  the Subscription Agent shall refund the Subscription Price
paid for the Units not received, without interest, to such holder promptly after
the Expiration Date.

                                   Article IX
             DEFECTIVE EXERCISE OF RIGHTS; LOST RIGHTS CERTIFICATES

         9.1 Defective  Exercise of Rights.  The Company shall have the right to
reject any defective  exercise of Rights or to waive any defect in exercise.  If
the  Company  advises  the  Subscription  Agent  that the  Company  rejects  any
defective  exercise  of Rights  (except a failure  to pay the full  Subscription
Price with respect to such exercise),  at the Company's request the Subscription
Agent  shall as soon as  practicable  either  (i)  telephone  the holder of such
Rights (at the telephone  number on the reverse side of the Rights  Certificate)
to explain the nature of the defect if the defect and the  necessary  correction
can be  adequately  explained by telephone and the holder can correct the defect
without  possession  of  the  Rights  Certificates,  or  (ii)  mail  the  Rights
Certificate,  together  with a letter  explaining  the  nature of the  defect in
exercise and how to correct the defect.  If an exercise is not defective  except
that there is a partial  payment of the  Subscription  Price,  the  Subscription
Agent shall issue only the number of Units for which sufficient payment has been
made and seek additional payment for the remaining number of Units for which the
exercise of the underlying  Rights had been  attempted.  Any Rights  Certificate
with respect to which defects in exercise are not corrected  prior to 5:00 p.m.,
New  York  City  time,  on the  Expiration  Date,  shall  be  returned  with any
applicable  tendered  funds,  without  interest,  to the  holder of such  Rights
Certificate.

         9.2 Lost Rights  Certificates.  If any Rights Certificate is alleged to
have been lost,  stolen or destroyed,  the Subscription  Agent should follow the
same  procedures  followed for lost stock  certificates  representing  shares of
Common Stock of the Company that the Company and the  Subscription  Agent in its
capacity  as  transfer  agent  for the  Common  Stock  use,  provided  that such
procedure  must  be  completed  prior  to the  Expiration  Date in  order  to be
effective.

                                   Article X
                           PROOF OF AUTHORITY TO SIGN

         10.1  Proof of  Authority  to Sign.  The  Subscription  Agent  need not
procure  supporting  legal  papers,  and is authorized to dispense with proof of
authority to sign  (including  any proof of  appointment or authority to sign of
any fiduciary, custodian for a minor, or other person acting in a representative
capacity), and to dispense with the signatures of co-fiduciaries,  in connection
with exercise of the Rights in the following cases:

         (a)  where  the  Rights  Certificate  is  registered  in the name of an
executor, administrator,  trustee, custodian for a minor or other fiduciary, and
the  subscription  form  thereof is  executed by such  executor,  administrator,
trustee,  custodian  for a minor or other  fiduciary,  and the  shares of Common
Stock and Warrants  comprising the Units  subscribed for are to be issued in the
name of the registered holder of the Rights Certificate, as appropriate;
<PAGE>

         (b) where the Rights  Certificate  is in the name of a corporation  and
the subscription  form thereof is executed by an officer of such corporation and
the shares of Common Stock and Warrants  comprising the Units subscribed for are
to be issued in the name of such corporation;

         (c) where the Rights  Certificate  is  executed  by a bank or broker as
agent for the registered  holder of the Rights  Certificate;  provided that, the
shares of Common Stock and Warrants  subscribed for are to be issued in the name
of the registered holder of the Rights Certificate; and

         (d)  where  the  Rights  Certificate  is  registered  in the  name of a
decedent  and the  subscription  form  thereof is executed by a  subscriber  who
purports to act as the executor or administrator of the estate, provided (i) the
subscription is for not more than $1,000,  and (ii) the Units subscribed for are
to be registered in the name of the subscriber as executor or  administrator  of
such estate of the deceased  registered holder. In all of the cases set forth in
this Section 10 and notwithstanding  anything contained in this Agreement to the
contrary,  the check tendered in payment of the applicable  subscription must be
drawn  for the  proper  amount,  to the  order  of the  Subscription  Agent  and
otherwise be in proper form, and there must be no evidence  indicating  that the
subscriber is not the duly authorized representative he purports to be. In cases
other than those set forth above,  the  Subscription  Agent  should  procure the
necessary legal documents. However, in the event that all legal requirements for
proper  exercise of the Rights  have not been met at the  Expiration  Date,  the
Subscription  Agent may accept  approval  from the  Company  as to whether  such
Rights  Certificates  may be accepted and the Units  subscribed  for  thereunder
issued.

                                   Article XI
                                 ESCROW OF FUNDS

         11.1 Escrow of Funds. Any funds received by the  Subscription  Agent as
payments  in  connection  with  subscriptions  for Units  pursuant to the Rights
Offering shall be held in trust and escrow by the Subscription  Agent (and shall
be  invested  in  a  non-interest-bearing   bank  account  or  other  investment
acceptable to the Company) pending receipt of written disbursement  instructions
from the Company,  at which time the funds shall be disbursed in accordance with
such written  instructions  from the Company.  The Subscription  Agent is hereby
authorized  and  directed to  endorse,  negotiate  and deposit all  subscription
payments into the subscription  trust and escrow account to be maintained by the
Subscription Agent. All interest on any funds received by the Subscription Agent
shall inure to the benefit of and belong to the Company,  including  interest on
any funds returned by the Subscription Agent to subscribers.  All interest shall
be  disbursed  or invested in  accordance  with  written  instructions  from the
Company.  The Subscription  Agent shall account on a weekly basis to the Company
for all  escrowed  funds  and on a more  frequent  basis,  if  requested  by the
Company.
<PAGE>

                                  Article XII
                                     REPORTS

         12.1 Reports. If requested by the Company, the Subscription Agent shall
notify Mr. T. Scott  Worthington at the Company  (416-502-3200) or his designee,
and Gruntal & Co.,  L.L.C at  (______________)  by  telephone  on or before 4:00
p.m., New York City time, on each business day during the period commencing with
mailing of the Rights Certificates and ending at the Expiration Date (and in the
case of  guaranteed  delivering,  ending  three  (3)  business  days  after  the
Expiration Date), which notice shall thereafter be confirmed in writing,  of (i)
the number of Units validly  subscribed for, (ii) the number of Units subject to
guaranteed delivery, (iii) the number of Units for which defective subscriptions
have been  received  and the  nature of such  defects,  (iv) the number of Units
validly  subscribed  for pursuant to the  Over-Subscription  Right,  and (v) the
amounts of collected and uncollected  funds in the  subscription  escrow account
established under this Agreement. At or before 5:00 p.m., New York City time, on
the first business day following the  Expiration  Date, or upon the request from
the Company from time to time thereafter,  the Subscription  Agent shall certify
in writing to the Company the cumulative  totals through the Expiration  Date of
all the  information  set forth in clauses (i)  through (v) above.  At or before
5:00 p.m., New York City time, on the first business day following  receipt from
the Company of written instructions to mail the Units subscribed for pursuant to
the Rights,  the  Subscription  Agent will  execute and deliver to the Company a
certificate in the form of Exhibit B hereto.  The Subscription  Agent shall also
maintain and update a listing of holders who have fully or  partially  exercised
their Rights and holders who have not exercised their Rights.  The  Subscription
Agent  shall  provide  the  Company  or their  designees  with such  information
compiled by the  Subscription  Agent  pursuant to this Section 12 as any of them
shall request from time to time by telephone or telecopy. The Subscription Agent
hereby  represents,  warrants and agrees that the information  contained in each
notification  referred to in this  Section 12 shall be accurate in all  material
respects.

                                  Article XIII
                               FUTURE INSTRUCTIONS

         13.1 Future Instructions. With respect to notices or instructions to be
provided by the Company  hereunder,  the Subscription  Agent may rely and act on
any written  instruction  signed by any one or more of the following  authorized
officers or employees of the Company: D. Bruce Sinclair or T. Scott Worthington.

                                  Article XIV
                               PAYMENT OF EXPENSES

         14.1 Payment of Expenses.  The Company will pay the Subscription  Agent
for its  services  under this  Agreement in  accordance  with the fees listed on
Schedule I attached hereto,  and will reimburse the  Subscription  Agent for all
reasonable and necessary expenses incurred by it in so acting.
<PAGE>

                                   Article XV
                                     COUNSEL

         15.1  Counsel.   The  Subscription   Agent  may  consult  with  counsel
satisfactory to it, which may be counsel to the Company,  and the written advice
or  opinion  of such  counsel  shall  be full  and  complete  authorization  and
protection  in  respect  of  any  action  taken,  suffered  or  omitted  by  the
Subscription Agent hereunder in good faith and in accordance with such advice or
opinion of such counsel.

                                  Article XVI
                                 INDEMNIFICATION

         16.1 Indemnification. The Company covenants and agrees to indemnify and
hold the  Subscription  Agent harmless  against any costs,  expenses  (including
reasonable  fees for  legal  counsel),  losses  or  damages,  which may be paid,
incurred or suffered by or to which the  Subscription  Agent may become subject,
arising from or out of, directly or indirectly, any claim or liability resulting
from its actions pursuant to this Agreement and for which the Subscription Agent
is not otherwise  reimbursed under the mail loss surety bond; provided that such
covenant  and  agreement  does not extend to such  costs,  expenses,  losses and
damages  incurred  or  suffered  by the  Subscription  Agent as a result  of, or
arising  out of, any  negligence,  misconduct  or bad faith of the  Subscription
Agent  or of any  employees,  agents  or  independent  contractors  used  by the
Subscription Agent in connection with performance of its duties hereunder.

                                  Article XVII
                                  Miscellaneous

         17.1 Notices.  Unless otherwise provided herein,  all reports,  notices
and other communications required or permitted to be given hereunder shall be in
writing and  delivered  by hand or  telecopy  or by first  class  mail,  postage
prepaid, as follows:

         (a)  If to the Company, to:

              WaveRider Communications Inc.
              255 Consumers Road, Suite 500
              Toronto, Ontario Canada M2J 1R4
              Attention:  T. Scott Worthington
              Telecopy No. (416) 502-3200

              With a copy to:

              David Broadwin, Esq.
              Foley Hoag & Eliot, LLP
              One Post Office Square
              Boston, Massachusetts 02109
              Telecopy No. (617) 832-7000
<PAGE>

         (b)  If to the Subscription Agent, to:

              Corporate Stock Transfer, Inc.
              3200 Cherry Creek, Suite 430
              Denver, Colorado 80209
              Attention:
              Telecopy No. (303)

         17.2  Amendments  and  Waivers.  This  Agreement  may not be amended or
modified  except by a written  instrument or document which has been executed by
all of the parties hereto.  Any party hereto may waive any of its rights arising
under this Agreement only by a written  instrument or document  executed by such
party, and any such waiver shall not be construed as a waiver of any subsequent,
or other, right of such party.

         17.3  Invalidity.  If one or more of the terms of this Agreement  shall
for any reason be held invalid,  illegal or unenforceable  in any respect,  such
invalidity,  illegality or unenforceability shall not affect the remaining terms
of this  Agreement  and this  Agreement  shall be construed as if such  invalid,
illegal or unenforceable term or terms had never been contained herein.

         17.4 Binding Effect and  Assignments.  This Agreement  shall be binding
upon and inure to the benefit of the parties hereto and their  respective  legal
representatives,  successors and permitted  assigns;  provided,  however,  that,
without the prior written consent of the Company, the Subscription Agent may not
assign  any of  its  interests,  rights  or  obligations  arising  out  of  this
Agreement.

         17.5 Governing  Law. This Agreement  shall be governed by and construed
in accordance with the laws of the State of Nevada.

                                                 [Remainder of page
intentionally left blank.]



<PAGE>


         IN WITNESS WHEREOF, the undersigned have hereto set their hands as of
the date first written above.

                                     WAVERIDER COMMUNICATIONS INC.



                                     By:________________________________
                                     Name:______________________________
                                     Title:_______________________________


                                     CORPORATE STOCK TRANSFER, INC.



                                     By:________________________________
                                     Name:______________________________
                                     Title:_______________________________


<PAGE>


                                   SCHEDULE I

                          SUBSCRIPTION AGENT AGREEMENT

FEES AS SUBSCRIPTION AGENT:
<TABLE>
<CAPTION>

<S>                                                                             <C>
1.  Administration and acceptance                                               $  N/C

2. Calculation of each offeree's Rights, issuance of each Rights Certificate and
mailing of Rights  Certificates  with  Prospectus  and  literature,  per offeree
(person entitled to receive a Right)                                            $ for mailing and $ per item

3.Receipt of exercised Rights Certificates, deposit, clearing and reconciliation
of funds received and computation,  contacting  subscribers to obtain additional
information or corrections,  issuing and mailing of  certificates  for shares of
Common Stock and Warrants, per subscriber                                       $ per item


 4. The Company pays all out-of- pocket
expenses, such as postage and envelopes                                         No cost



</TABLE>



<PAGE>


                                    EXHIBIT A

          CERTIFICATE OF SUBSCRIPTION AGENT FOR RIGHTS TO SUBSCRIBE FOR
UNITS OF WAVERIDER COMMUNICATIONS INC.

The Corporate Stock Transfer, Inc. (the "Agent") does hereby certify that:

1. The Agent has been duly appointed and authorized to act as Subscription
Agent in connection with the issuance of rights (the "Rights") to subscribe for
the purchase of Units, each Unit consisting of one share of Common Stock and one
Warrant of WaveRider Communications Inc., a Nevada corporation (the "Company"),
pursuant to the Company's Prospectus, dated ________, 2001.

2. As of the close of  business  on  _________,  2001,  there  were  issued  and
outstanding shares of the Company's Common Stock, $.001 par value per share.

3. As such Subscription Agent, the Agent has as of this date issued,
countersigned and mailed Rights Certificates evidencing the right to purchase
______ Units, together with accompanying Prospectus and other materials, in
accordance with the obligations of the Agent set forth in the Subscription
Rights Agreement, dated _________, 2001, between the Company and the Agent.

4. ___ Said certificates contain facsimile signatures of officers of the Company
and were countersigned on behalf of the Agent, as Subscription Agent, by
authorized officers of the Agent who were at the time of affixing their
signatures and still are duly authorized to countersign such certificates.

Dated: ____________________, 2001.

                                        CORPORATE STOCK TRANSFER, INC.



                                        By:________________________________
                                        Name:______________________________
                                        Title:_____________________________


<PAGE>


                                    EXHIBIT B

          CERTIFICATE OF SUBSCRIPTION AGENT FOR RIGHTS TO SUBSCRIBE FOR
                     UNITS OF WAVERIDER COMMUNICATIONS INC.

The Corporate Stock Transfer, Inc. (the "Agent") does hereby certify that:

1. The Agent is the duly appointed and  authorized  Transfer Agent and Registrar
for WaveRider  Communications  Inc., a Nevada corporation (the "Company"),  with
respect to the Company's Common Stock and Warrants.

2. As such Transfer Agent and Registrar, it has as of this date issued and
countersigned certificates for _________ shares of Common Stock and certificates
for _____ Warrants as an original issue pursuant to the written order of the
Company, in accordance with the obligations of the Agent set forth in the
Subscription Agent Agreement (the "Agreement"), dated _________, 2001, between
the Company and the Agent.

3. Said certificates contain facsimile signatures of officers of the Company
and were countersigned or authenticated, as the case may be, on behalf of the
Agent, as Transfer Agent and Registrar, by authorized officers of the Agent who
were at the time of affixing their signatures and still are duly authorized to
countersign or authenticate such certificates.

4. In its role as Subscription Agent pursuant to the Agreement, the Agent
has mailed to the parties entitled thereto, in accordance with the Agreement,
the shares of Common Stock and the Warrants described in Section 2 above of this
Certificate.

Dated:__________, 2001.

                                        CORPORATE STOCK TRANSFER, INC.



                                        By:________________________________
                                        Name:______________________________
                                        Title:_____________________________