October 22, 2001

WaveRider Communications Inc.
255 Consumers Road, Suite 500
Toronto, Ontario Canada M2J 1R4

                                    AGREEMENT

This Agreement sets forth the terms and conditions under which Innisfree M&A
Incorporated ("Innisfree") has been retained by WaveRider Communications Inc.
("WAVC") to act as Information Agent in connection with its Rights Offer (the
"Offer"). The term of the Agreement shall be 60 days from the date of execution
of this Agreement, unless further extended by WAVC. In the event of such
extension, WAVC will pay Innisfree additional fees to be mutually determined.

1.   In connection with this Agreement, WAVC will pay Innisfree a fee of
     $8,500, payable upon commencement of the Offer. In addition, WAVC agrees to
     pay Innisfree $5.50 per incoming and outgoing telephone call.

2.   In connection with Innisfree's services under this Agreement, WAVC
     agrees to reimburse Innisfree, pay directly, or, where requested by
     Innisfree in special situations, advance sufficient funds to Innisfree
     for payment of the following costs and expenses:

         a.       Freight and postage  expenses  incurred in connection with the
                  distribution of Offer documents;

         b.       Expenses Innisfree incurs in working with your agents or other
                  parties involved in the Offer,  including any charges for bank
                  threshold  lists,  data  processing,   directory   assistance,
                  facsimile   transmissions   or  other   forms  of   electronic
                  communication;

         c.       Expenses  Innisfree  incurs at WAVC's  request  or for  WAVC's
                  convenience,  including  those incurred in the preparation and
                  placement of newspaper  ads  including  typesetting  and space
                  charges,  printing  additional and/or  supplemental  material,
                  copying, and travel;

         d.       Fees  and  expenses   authorized   by  WAVC   resulting   from
                  extraordinary  contingencies which may arise during the course
                  of the Offer.

     In instances where Innisfree incurs and pays such costs and expenses as
     listed above to third parties on behalf of WAVC, WAVC agrees to pay
     Innisfree a service fee of five percent of such costs and expenses.

3.       Innisfree hereby agrees not to make any representations not included in
         the Offer documents.

4.       WAVC represents to Innisfree that it will comply with, and
         Innisfree represents to WAVC that it will comply with, applicable
         requirements of law relating to the performance of services under this
         Agreement.

5.       WAVC agrees to indemnify and hold Innisfree harmless against any loss,
         damage,  expense October (including,  without limitation, legal and
         other related fees and expenses),  liability or claim arising out of
         Innisfree's  fulfillment of the Agreement (except for any loss, damage,
         expense, liability  or  claim  resulting  out  of  Innisfree's  own
         negligence  or  misconduct).  At its election,  WAVC may assume the
         defense of any such  action.  Innisfree  hereby  agrees to advise
         WAVC of any such  liability or claim  promptly  after  receipt of the
         notice  thereof;  provided however,  that  Innisfree's  right to
         indemnification  hereunder  shall not be  limited  by its failure to
         promptly  advise WAVC of any such liability or claim,  except to the
         extent that WAVC is prejudiced by such failure.  The  indemnification
         contained in this  paragraph  will survive the term of the Agreement.
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6.       Innisfree agrees to preserve the confidentiality of all
         non-public information provided by WAVC or its agents for its use in
         providing services under this agreement, or information developed by
         Innisfree based upon such non-public information.

If the above is agreed to by you, please sign and return the enclosed duplicate
of this Agreement to Innisfree M&A Incorporated, Attention: Jennifer M.
Shotwell, 501 Madison Avenue, 20th Floor, New York, NY, 10022.


ACCEPTED:

WAVERIDER COMMUNICATIONS INC.                       INNISFREE M&A INCORPORATED


By:  /s/ T. Scott Worthington                       By:/s/ Arthur B. Crozier
     -----------------------                           ---------------------
     T. Scott Worthington                              Arthur B. Crozier
     Chief Financial Officer                           Co-Chairman
     October 22, 2001