EXHIBIT 4.5
No. ________
                                   CUSIP 9435701179

                    __________ Common Stock Purchase Warrants


                           VOID AFTER December 13, 2004


                    Common Stock Purchase Warrant Certificate


                          WAVERIDER COMMUNICATIONS INC.


         This Warrant Certificate (the "Warrant Certificate") certifies that for
value received, ________ or registered assigns (the "Registered Holder"), is the
owner of ______ redeemable common stock purchase warrants (the "Warrant"). Each
Warrant entitles the Registered Holder to purchase, subject to the terms and
conditions set forth in this Warrant Certificate and Warrant Agreement (as
hereinafter defined), one fully paid and non-assessable share of common stock,
$.001 par value per share (the "Common Stock"), of WaveRider Communications
Inc., a Nevada corporation (the "Company"), at any time prior to the Expiration
Date (as hereinafter defined) unless earlier redeemed by the Company as provided
below, upon the presentation and surrender of this Warrant Certificate with the
subscription form on the reverse hereof duly executed, at the corporate offices
of Corporate Stock Transfer, Inc., 3200 Cherry Creek Drive, Suite 430, Denver,
Colorado 80209, as warrant agent, or its successor (the "Warrant Agent"),
accompanied by payment of $.50 (U.S.) per share (the "Exercise Price") in U.S.
dollars by check, bank check or money order made payable to WaveRider
Communications Inc. The Company may at its election reduce the Exercise Price.



         This Warrant Certificate and each Warrant represented hereby are issued
pursuant to and are  subject in all  respects  to the terms and  conditions  set
forth in the Warrant  Agreement  (the  "Warrant  Agreement"),  dated October 17,
2001,  by and between the Company and the Warrant  Agent.  Copies of the Warrant
Agreement are on file at the office of the Warrant Agent and will be provided to
the holder hereof without charge.

         Subject to the provisions of the Warrant Agreement, the Warrants may be
redeemed at the option of the Company upon thirty (30) days prior written notice
for a  redemption  price of $.01 per Warrant if for any thirty (30)  consecutive
trading days during such period the last  reported  sales price of the Company's
common  stock for each such  trading  day during  such  period is at least $1.50
(U.S.). In the event the Company exercises its right to redeem the Warrants, the
Warrants will be exercisable  until the close of business on the day immediately
preceding the date fixed for  redemption in such notice.  If any Warrant  called
for  redemption is not  exercised by such date, it will cease to be  exercisable
and the Registered Holder will be entitled only to the redemption price.


         In the event of certain contingencies provided for in the Warrant
Agreement, the Exercise Price of the number of shares of Common Stock subject to
purchase upon the exercise of each Warrant represented hereby are subject to
modification or adjustment.

         If Warrants represented by this Warrant Certificate are exercised with
respect to fewer than all shares purchasable, Warrant Certificates to purchase
the remaining number of shares will be issued. The Company shall not be required
to issue fractions of shares upon the exercise of Warrants.
<PAGE>


         The term "Expiration Date" shall mean 5:00 p.m., New York City time, on
December 13, 2004. If such date shall in the State of New York be a holiday or a
day on which the banks are authorized to close,  then the Expiration  Date shall
mean 5:00 p.m.  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.


         The Company shall have the right at any time to extend the Expiration
Date, or any extension thereof, of the Warrants without notice to the Registered
Holder, as provided in the Warrant Agreement.

         The Company shall not be obligated to deliver any securities pursuant
to the exercise of this Warrant unless a registration statement under the
Securities Act of 1933, as amended, with respect to such securities is
effective. The Company has filed and caused to become effective a registration
statement and will use its best efforts to keep such registration statement
current while any of the Warrants are outstanding. This Warrant shall not be
exercisable by a Registered Holder in any state where such exercise would be
unlawful.


         Warrants are  transferable at the corporate office of the Warrant Agent
by the  Registered  Holder  thereof in person or by attorney duly  authorized in
writing,  in the manner and subject to the  limitations on transfer set forth in
the Warrant Agreement, upon surrender of the Warrant Certificate and the payment
of transfer taxes, if any. Upon any such transfer,  a new warrant certificate or
new  warrant  certificates  of  different  denominations,   of  like  tenor  and
representing  in the  aggregate the right to purchase a like number of shares of
the  Company's  common stock,  will be issued to the  transferee in exchange for
this Warrant  Certificate,  subject to the  limitations set forth in the Warrant
Agreement.


         If this Warrant Certificate shall be surrendered for exercise within
any period during which the transfer books for the Company's common stock or
other securities purchasable upon the exercise of Warrants are closed for any
reason, the Company shall not be required to make delivery of certificates for
the securities purchasable upon such exercise until the date of the reopening of
said transfer books.

         The  Registered  Holder shall not be entitled to any of the rights of a
stockholder of the Company prior to exercise  hereof,  by virtue of ownership of
the  Warrants  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 Warrant  Agreement.


         Prior to due presentment for registration or transfer thereof, the
Company and the Warrant Agent may treat the Registered Holder as the absolute
owner hereof of each Warrant represented hereby (notwithstanding any
notations of ownership or writing hereon 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, except as provided in the
Warrant Agreement.
<PAGE>


         This Warrant Certificate shall be governed by and construed in
accordance with the laws of the State of Nevada.

         This Warrant Certificate is not valid unless countersigned by the
Warrant Agent.

                  [Remainder of page intentionally left blank.]



<PAGE>



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


                                   WAVERIDER COMMUNICATIONS INC.





Date: ________                     By: /s/ D. Bruce Sinclair
                                       ----------------------
                                        D. Bruce Sinclair, President & CEO




                                   By: /s/ T. Scott Worthington
                                       ----------------------------
                                       T. Scott Worthington, CFO

Countersigned:
Corporate Stock Transfer, Inc.
3200 Cherry Creek Drive, Suite 430
Denver, CO 80209




By: ___________________
Name: _________________
Title:_________________



<PAGE>


                          WAVERIDER COMMUNICATIONS INC.
                                SUBSCRIPTION FORM


         The  undersigned   Registered  Holder  hereby  irrevocably  elects  to
exercise  _______  Warrants  represented  by this  Warrant  Certificate,  and to
purchase the shares of common stock of the Company issuable upon the exercise of
such Warrants, and requests that certificates for such shares shall be issued in
the name of:


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

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

(Please print or type name and address)

and be delivered to:

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

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

Please insert social security or other identifying number: _____________

And, if such number of Warrants shall not be all of the Warrants evidenced by
the Warrant Certificate, that a new Warrant Certificate for the balance of such
Warrants be registered in the name of and delivered to the Registered Holder at
the address stated below.

         The undersigned represents that the exercise of the Warrant was
solicited by a member of the National Association of Securities Dealers, Inc. If
not solicited by a NASD member, please write "unsolicited" in the space below.

                      ____________________________________
                              (Name of NASD Member)

                      ____________________________________
                            (Address if NASD Member)

         IMPORTANT: The name of the person exercising this Warrant must
correspond with the name of the Registered Holder written on the face of this
Warrant Certificate in every particular, without alteration or any change
whatever, unless it has been assigned by completing the assignment form below.

Dated: ____________                           ______________________________
                                              Signature of Registered Holder
                                              ________________________________
                                              Name of Person Exercising Warrant


Signature Guarantee: _______________________



<PAGE>


                                   ASSIGNMENT
                     To be executed by the Registered Holder
                         In order to assign the Warrants


FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto:

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

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

(Please print or type name and address)

Please insert social security or other identifying number of assignee: _________


______ of the Warrants represented by this Warrant Certificate, and hereby
irrevocably constitutes and appoints any officer of the Company or its transfer
agent and registrar as lawful attorney to transfer this Warrant Certificate on
the books of the Company, with full power of substitution in the premises.


Dated: ______________                       ______________________________
                                            Signature of Registered Holder


                                            ------------------------------
                                            Print Name

         IMPORTANT:  Every Registered Holder of this certificate must sign it to
assign or otherwise  transfer  Warrants.  The above signature or signatures must
correspond  with  the  name  or  names  written  on the  face  of  this  Warrant
Certificate in every particular,  without alteration,  enlargement or any change
whatever.  Each  signature  should  be  "medallion"  guaranteed  by an  eligible
guarantor  institution (banks,  stockbrokers,  savings and loan associations and
credit  unions) with  membership in an approved  signature  guarantee  Medallion
Program pursuant to Rule 17Ad-15 of the Securities Exchange Act of 1934.


Signature Guarantee: _____________________