Underwriter's
                     Warrant to Purchase Units Consisting of
                 Common Stock and Common Stock Purchase Warrants

                          WaveRider Communications Inc.


This is to  Certify  That,  FOR VALUE  RECEIVED,  Gruntal & Co.,  L.L.C.  or its
successors  and assigns  (collectively,  the  "Holder") is entitled to purchase,
subject to the provisions of this Warrant (the  "Warrant" or the  "Warrants," as
the context requires),  from WaveRider  Communications  Inc. (the "Company"),  a
Nevada  corporation,  at any time on or after  December 14, 2001,  and not later
than 5:00 pm., Eastern Time, on December 13, 2004 a total of ___ Units ("Units")
exercisable  at a purchase price of $.40 per Unit,  each unit  consisting of one
share of common stock,  $.001 par value per share ("Common  Stock"),  subject to
adjustment  in accordance  with section (g) below and one Common Stock  Purchase
Warrant of the Company ("Common Stock Purchase  Warrants").  The number of Units
to be received  upon the  exercise of this  Warrant and the price to be paid for
the Units  may be  adjusted  from time to time as  hereinafter  set  forth.  The
purchase  price of Units in effect at any time and as adjusted from time to time
is  hereinafter  sometimes  referred to as the "Exercise  Price." The Units,  as
adjusted from time to time,  underlying this Warrant are  hereinafter  sometimes
referred to as "Warrant Securities." The Common Stock Purchase Warrants issuable
upon the  exercise  hereof are in all  respects  identical  to the common  stock
purchase warrants (the "Public  Warrants")  acquired by certain  stockholders of
the  Company  pursuant  to  exercise  of  subscription  rights  issued  to  each
stockholder of the Company on October 31, 2001 (the "Rights Offering").

(a) Exercise of Warrant.  Subject to the provisions of Section (g) hereof,  this
Warrant may be  exercised in whole or in part at anytime or from time to time on
or after  December  14,  2001,  but not later  than 5:00 p.m.,  Eastern  Time on
December 13, 2004 by presentation  and surrender hereof to the Company or at the
office of its stock  transfer  agent,  if any,  with the  Purchase  Form annexed
hereto duly executed and  accompanied  by payment of the Exercise  Price for the
number of Units  specified  in such Form,  together  with all  federal and state
taxes applicable upon such exercise. The Company agrees to provide notice to the
Holder that any tender  offer is being made for the Common Stock or Common Stock
Purchase Warrants no later than the first business day after the day the Company
becomes aware that any tender offer is being made for the Common Stock or Common
Stock Purchase  Warrants.  If this Warrant should be exercised in part only, the
Company  shall,  upon  surrender of this Warrant for  cancellation,  execute and
deliver a new Warrant evidencing the right of the Holder to purchase the balance
of the Units purchasable hereunder.  Upon receipt by the Company of this Warrant
at the office of the Company or at the office of the  Company's  stock  transfer
agent,  in proper form for exercise and accompanied by the total Exercise Price,
the Holder  shall be deemed to be the  holder of record of the Common  Stock and
Common Stock Purchase Warrants issuable upon such exercise, notwithstanding that
the  stock  transfer  books  of  the  Company  shall  then  be  closed  or  that
certificates  representing such securities shall not then be actually  delivered
to the Holder.
<PAGE>


(b) Reservation of Securities. The Company hereby agrees that at all times there
shall be reserved for  issuance,  and/or  delivery upon exercise of this Warrant
such number of shares of Common Stock  underlying the Units as shall be required
for issuance or delivery  upon exercise of this Warrant and as shall be required
for issuance and/or delivery upon exercise of the Common Stock Purchase Warrants
underlying  the Units  issuable  upon  exercise  of this  Warrant.  The  Company
covenants  and agrees  that,  upon  exercise of the  Warrants and payment of the
Exercise Price  therefor,  all Common Stock and Common Stock  Purchase  Warrants
underlying   the  Units   shall  be  duly  and  validly   issued,   fully  paid,
non-assessable  and not subject to the preemptive rights of any stockholder.  As
long as this  Warrant  shall be  outstanding,  the  Company  shall  use its best
efforts to cause all shares of: (i) Common  Stock,  (ii) Common  Stock  Purchase
Warrants  and (iii)  Common  Stock  issuable  upon  exercise of the Common Stock
Purchase  Warrants,  underlying  the Units  issuable  upon the  exercise of this
Warrant to be listed on NASDAQ or the Over the Counter Bulletin Board.

(c) Fractional  Shares.  No fractional shares or scrip  representing  fractional
shares  shall be issued upon the exercise of this  Warrant.  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:

         (1) If the Common Stock is listed on a national  securities exchange or
admitted to unlisted  trading  privileges  on such  exchange,  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 of the closing bid and asked  prices
for such day on such exchange; or

         (2) If the  Common  Stock is not so  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  Association  of  Securities  Dealers
Automated  Quotation  System  (or,  if not so  quoted on NASDAQ or quoted by the
National  Quotation Bureau,  Inc.) on the last business day prior to the date of
the exercise of this Warrant; or

         (3) 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,  not  less  than  book  value,  determined  in such
reasonable manner as may be prescribed by the Board of Directors of the Company,
such determination to be final and binding on the Holder.

(d)Exchange,  Assignment  or Loss of  Warrant.  This  Warrant  is  exchangeable,
without expense,  at the option of the Holder,  upon  presentation and surrender
hereof to the Company or at the office of its stock transfer  agent, if any, for
other  Warrants  of  different  denominations  entitling  the Holder  thereof to
purchase  (under the same terms and  conditions  as provided by this Warrant) in
the aggregate the same number of Units purchasable hereunder.
<PAGE>

Any  assignment  of this  Warrant by the Holder may be made by surrender of this
Warrant to the Company,  or at the office of its stock transfer  agent,  if any,
with the Assignment Form annexed hereto duly executed and with funds  sufficient
to pay any transfer tax,  whereupon the Company shall,  without charge,  execute
and deliver a new Warrant in the name of the assignee  named in such  instrument
of assignment,  and this Warrant shall promptly be canceled. This Warrant may be
divided or  combined  with  other  Warrants  which  carry the same  rights  upon
presentation  hereof at the office of the  Company or at the office of its stock
transfer agent, if any,  together with a written notice specifying the names and
denominations  in which new  Warrants  are to be issued and signed by the Holder
hereof.  The term  "Warrant"  as used herein  includes  any  Warrants  issued in
substitution for or replacement of this Warrant,  or into which this Warrant may
be divided or exchanged. Upon receipt by the Company of evidence satisfactory to
it of the loss,  theft,  destruction or mutilation of this Warrant,  and (in the
case of loss, theft or destruction) of reasonably satisfactory  indemnification,
and upon surrender and cancellation of this Warrant,  if mutilated,  the Company
will  execute  and  deliver a new  Warrant of like tenor and date.  Any such new
Warrant  executed and  delivered  shall  constitute  an  additional  contractual
obligation  on the part of the  Company,  whether  or not the  Warrant  so lost,
stolen, destroyed, or mutilated shall be at any time enforceable by anyone.

(e) Rights of the Holder. The Holder shall not, by virtue hereof, be entitled to
any rights of a  stockholder  in the Company,  either at law or equity,  and the
rights of the Holder are limited to those  expressed  in the Warrant and are not
enforceable against the Company except to the extent set forth herein.

(f) Notices to Warrant Holders. So long as this Warrant shall be outstanding and
unexercised  (i) if the  Company  shall  pay any  dividend  exclusive  of a cash
dividend, or make any distribution upon the Common Stock, or (ii) if the Company
shall offer to the holders of Common Stock for  subscription or purchase by them
any shares of stock of any class or any other  rights,  or (iii) if any  capital
reorganization  of the  Company,  reclassification  of the capital  stock of the
Company,   consolidation   or  merger  of  the  Company  with  or  into  another
corporation, sale, lease or transfer of all or substantially all of the property
and assets of the Company to another  corporation,  or voluntary or  involuntary
dissolution,  liquidation or winding up of the Company shall be effected,  then,
in any such case,  the Company  shall cause to be  delivered  to the Holder,  at
least ten (10) days prior to the date specified in (x) or (y) below, as the case
may be, a notice  containing  a brief  description  of the  proposed  action and
stating  the date on which (x) a record is to be taken for the  purpose  of such
dividend, distribution or rights, or (y) such reclassification,  reorganization,
consolidation, merger, conveyance, lease, dissolution, liquidation or winding up
is to take place and the date,  if any, is to be fixed,  as of which the holders
of Common Stock of record  shall be entitled to exchange  their shares of Common
Stock  for  equivalent  securities  or  other  property  deliverable  upon  such
reclassification,    reorganization,    consolidation,    merger,    conveyance,
dissolution, liquidation or winding up.
<PAGE>

(g)  Adjustment  of  Exercise  Price  and  Number  of  Shares  of  Common  Stock
Deliverable.

         (A)(i) Except as hereinafter  provided, in the event the Company shall,
at any time or from time to time  after  the date  hereof,  issue any  shares of
Common Stock as a stock dividend to the holders of Common Stock, or subdivide or
combine the  outstanding  shares of Common Stock into a greater or lesser number
of shares (any such issuance,  subdivision  or  combination  being herein call a
"Change of Shares"),  then, and  thereafter  upon each further Change of Shares,
the Exercise Price of the Warrant in effect  immediately prior to such Change of
Shares shall be changed to a price (including any applicable  fraction of a cent
to the nearest cent)  determined by dividing (i) the sum of (a) the total number
of  shares of  Common  Stock  outstanding  immediately  prior to such  Change of
Shares,  multiplied by the Exercise  Price in effect  immediately  prior to such
Change of Shares,  and (b) the  consideration,  if any,  received by the Company
upon such  issuance,  subdivision  or  combination  by (ii) the total  number of
shares of Common Stock outstanding immediately after such Change of Shares.

         For the purposes of any  adjustment to be made in accordance  with this
Section (g) the following provisions shall be applicable:

         (I)  Shares  of  Common  Stock  issuable  by way of  dividend  or other
distribution  on any capital  stock of the Company  shall be deemed to have been
issued immediately after the opening of business on the day following the record
date for the determination of shareholders  entitled to receive such dividend or
other   distribution   and  shall  be  deemed  to  have  been   issued   without
consideration,

         (II)The  number of shares of Common  Stock at any one time  outstanding
shall not be deemed to  include  the  number  of  shares  issuable  (subject  to
readjustment  upon the actual  issuance  thereof)  upon the exercise of options,
rights or  warrants  and upon the  conversion  or  exchange  of  convertible  or
exchangeable securities.

         (ii)  Upon each  adjustment  of the  Exercise  Price  pursuant  to this
Section (g), the number of shares of Common Stock  purchasable upon the exercise
of each Warrant shall be the number derived by multiplying  the number of shares
of Common Stock purchasable immediately prior to such adjustment by the Exercise
Price in effect prior to such adjustment and dividing the product so obtained by
the applicable adjusted Exercise Price.

(B) In case of any  reclassification or change of the Common Stock (other than a
change in par value,  or from par value to no par value, or from no par value to
par value or as a result of a  subdivision  or  combination),  or in case of any
consolidation  or merger of the Company with or into another  corporation  other
than a  merger  with  a  "Subsidiary"  (which  shall  mean  any  corporation  or
corporations,  as the case may be, of which capital stock having  ordinary power
to elect a majority of the Board of Directors of such corporation (regardless of
whether or not at the time  capital  stock of any other class or classes of such
corporation  shall have or may have voting  power by reason of the  happening of
any  contingency) is at the time directly or indirectly  owned by the Company or
by one or more  Subsidiaries) or by the Company and one or more  Subsidiaries in
which merger the Company is the continuing corporation and which does not result
in any reclassification or change of the then outstanding shares of Common Stock
<PAGE>

(other than a change in par value, or from par value to no par value, or from no
par value to par value or as a result of subdivision or  combination) or in case
of any sale or conveyance to another  corporation of the property of the Company
as an entirety or  substantially  as an entirety,  then,  as a condition of such
reclassification,   change,  consolidation,  merger,  sale  or  conveyance,  the
Company, or such successor or purchasing corporation,  as the case may be, shall
make  lawful and  adequate  provision  whereby the Holder of each  Warrant  then
outstanding  shall have the right  thereafter  to receive  on  exercise  of such
Warrant the kind and amount of  securities  and  property  receivable  upon such
reclassification,  change, consolidation, merger, sale or conveyance by a holder
of the number of securities  issuable upon exercise of such Warrant  immediately
prior  to  such  reclassification,   change,  consolidation,   merger,  sale  or
conveyance  and shall  forthwith  file at the principal  office of the Company a
statement  signed on its behalf by its President or a Vice  President and by its
Treasurer or an Assistant  Treasurer or its Secretary or an Assistant  Secretary
evidencing  such  provision.   Such  provisions  shall  include   provision  for
adjustments  which shall be as nearly  equivalent as may be  practicable  to the
adjustments provided for in Section (g)(A). The above provisions of this Section
(g)(B) shall  similarly  apply to  successive  reclassifications  and changes of
shares  of Common  Stock and to  successive  consolidations,  mergers,  sales or
conveyances.

(C) After each  adjustment of the Exercise  Price  pursuant to this Section (g),
the Company  will  promptly  prepare a  certificate  signed on its behalf by the
President or Vice President,  and by the Treasurer or an Assistant  Treasurer or
the Secretary or an Assistant  Secretary,  of the Company setting forth: (i) the
Exercise  Price as so  adjusted,  (ii) the  number of  shares  of  Common  Stock
purchasable upon exercise of each Warrant,  after such  adjustment,  and (iii) a
brief statement of the facts  accounting for such  adjustment.  The Company will
promptly file such  certificate in the Company's  minute books and cause a brief
summary  thereof to be sent by  ordinary  first class mail to each Holder at his
last address as it shall appear on the registry books of the Company. No failure
to mail such  notice nor any  defect  therein or in the  mailing  thereof  shall
affect the validity  thereof  except as to the holder to whom the Company failed
to mail such notice, or except as to the holder whose notice was defective.  The
affidavit  of an officer  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.

(D) No  adjustment  of the  Exercise  Price  shall be made as a result  of or in
connection  with  the  issuance  or sale of  Securities  if the  amount  of said
adjustment  shall be less than $.02,  provided,  however that in such case,  any
adjustment  that would  otherwise  be required  then to be made shall be carried
forward and shall be made at the time of and together  with the next  subsequent
adjustment that shall amount,  together with any adjustment so carried  forward,
to at least $.02. In addition,  Holders shall not be entitled to cash  dividends
paid by the Company  prior to the  exercise  of any Warrant or Warrants  held by
them.
<PAGE>

(E) In the event that the Company shall at any time prior to the exercise of all
Warrants  declare a  dividend  consisting  solely  of shares of Common  Stock or
otherwise  distribute  to its  stockholders  any assets,  property,  rights,  or
evidences  of  indebtedness,  the  Holders  of the  unexercised  Warrants  shall
thereafter  be  entitled,  in  addition  to the  Units or other  securities  and
property receivable upon the exercise thereof, to receive,  upon the exercise of
such Warrants, the same property,  assets, rights, or evidences of indebtedness,
that they would have been  entitled  to receive at the time of such  dividend or
distribution  as if the Warrants had been  exercised  immediately  prior to such
dividend or distribution. At the time of any such dividend or distribution,  the
Company shall make appropriate  reserves to ensure the timely performance of the
provisions of this Section (g).

(F) In lieu of exercising this Warrant for cash, the Holder shall have the right
to exercise this Warrant or any portion thereof (the "Net Issuance  Right") into
Common  Stock as  provided  in this  Section  F at any time or from time to time
during the period specified on page one of this Warrant Agreement, hereof by the
surrender  of this Warrant to the Company  with a duly  executed  and  completed
Exercise Form marked to reflect net issuance exercise.  Upon exercise of the Net
Issuance  Right with  respect to a particular  number of shares  subject to this
Warrant and noted on the Exercise Form (the "Net Issuance Warrant Shares"),  the
Company  shall  deliver  to the  Holder  (without  payment  by the Holder of any
Exercise Price or any cash or other consideration) (i) (X) that number of shares
of fully paid and  nonassessable  shares of Common  Stock equal to the  quotient
obtained by dividing the value of this Warrant (or the specified portion hereof)
on  the  Net  Issuance  Exercise  Date,  which  value  shall  be  determined  by
subtracting (A) the aggregate  Exercise price of the Net Issuance Warrant Shares
immediately  prior  to the  exercise  of the Net  Issuance  Right  from  (B) the
aggregate  fair market value of the Net Issuance  Warrant  Shares  issuable upon
exercise of this Warrant (or the specified  portion  hereof) on the Net Issuance
Exercise  Date (as herein  defined)  by (Y) the fair  market  value one share of
Common Stock on the Net issuance  Exercise  Date (as herein  defined) and (ii) a
number of Common  Stock  Purchase  Warrants  equal to the number of Common Stock
Purchase  Warrants that would have been issued had all the Warrants  surrendered
and exercised in the net issuance been exercised for cash.

(G)  Determination of Fair Market Value. For purposes of this Section (g), "fair
market  value" of a share of Common Stock as of the Net Issuance  Exercise  Date
shall mean:

         (i)      If traded on a securities exchange, the fair market
                  value of the Common Stock shall be deemed to be the average of
                  the closing prices of the Common Stock on such exchange over
                  the 30-day period ending five business days prior to the Net
                  Issuance Date;

         (ii)     If traded on the Nasdaq National Market or the Nasdaq
                  Small Cap Market, the fair market value of the Common Stock
                  shall be deemed to be the average of the last reported sales
                  prices of the common Stock on such Market over the 30-day
                  Period ending five business days prior to the Net Issuance
                  Exercise Date;

         (iii)    If traded over-the-counter other than on the Nasdaq
                  National Market or the Nasdaq SmallCap Market the fair market
                  value of the Common Stock shall be deemed to be the average of
                  the midpoint between the closing bid and ask prices of the
                  Common Stock over the 30-day period ending five business days
                  prior to the Net Issuance Exercise Date; and
<PAGE>

         (iv)     If there is no public market for the Common Stock, then
                  the fair market value shall be determined by mutual agreement
                  of the Warrantholder and the Company, and if the Warrantholder
                  and the Company are unable to so agree, at the Company's sole
                  expense, by an investment banker of national reputation
                  selected by the Company and reasonably acceptable to the
                  Warrantholder.

(h) Adjustments to Common Stock Purchase Warrant. The number of shares of Common
Stock  issuable  upon  exercise  of the Common  Stock  Purchase  Warrant and the
exercise price therefore shall be adjusted each time and in an identical  manner
as the Common Stock Purchase  Warrants  issued in the Rights  Offering such that
the Common Stock Purchase  Warrants  shall,  upon issuance,  be identical in all
respects to those issued in the Rights  Offering (as  adjusted).  If the Company
shall redeem the Public Warrants in accordance with their terms,  then the right
to acquire Common Stock Purchase Warrants hereunder shall expire on the close of
business on the date fixed for redemption of the Public Warrants.

(i)  Registration.  The Company has included this Warrant,  the shares of Common
Stock and the Common Stock  Purchase  Warrants  issuable  upon  exercise of this
Warrant  and the shares of Common  Stock  issuable  upon  exercise of the Common
Stock Purchase Warrants in the registration  statement filed with the Commission
to register the securities issued pursuant to the Rights Offering.

(j) Notices. Any notices or certificates by the Company to the Holder and by the
Holder to the Company  shall be deemed  delivered  if in writing  and  delivered
personally or sent by certified mail, to the Holder, addressed to him or sent to
the  address  on the  signature  page  attached  hereto,  or, if the  Holder has
designated,  by notice in writing to the  Company,  any other  address,  to such
other address, and, if to the Company, addressed to T. Scott Worthington,  Chief
Financial Officer,  WaveRider  Communications Inc., 255 Consumers Road, Toronto,
Ontario,  Canada M2J 1R4, with a copy to David A. Broadwin,  Foley, Hoag & Eliot
LLP,  One Post  Office  Square,  Boston,  MA 02109.  The  Company may change its
address by written notice to the Holder.

(k)Limited Transferability. The Warrant may be divided or combined, upon
request to the Company by the Warrant holder, into a certificate or certificates
evidencing the same aggregate number of Warrants, The Warrant may not be
offered, sold, transferred, pledged or hypothecated in the absence of any
effective registration statement as to such Warrant filed under the Act, or an
exemption from the requirement of such registration, and compliance with the
applicable federal and state securities laws. The Company may require an opinion
of counsel satisfactory to the Company that such registration is not required
and that such laws are complied with. The Company may treat the registered
holder of this Warrant as he or it appears on the Company's book at any time as
the Holder for all purposes. The Company shall permit the Holder or his duly
authorized attorney, upon written request during ordinary business hours, to
inspect and copy or make extracts from its books showing the registered holders
of Warrants.
<PAGE>

(l)  Applicable  Law.  This  Warrant  shall be  governed  by, and  construed  in
accordance  with,  the laws of the State of New York,  without  giving effect to
conflict of law principles.

(m) Amended.  This Warrant may not be amended except in a writing signed by each
Holder and the Company.



<PAGE>



                                  WaveRider Communications Inc.


                                  By:___________________________
                                        D. Bruce Sinclair
                                        President



Date:________________________________


Attest:

-------------------------------
Secretary



Holder:

Gruntal & Co., L.L.C.



<PAGE>

                                  PURCHASE FORM


         Dated:_______________


The undersigned hereby irrevocably elects to exercise the Warrant to the extent
of purchasing _______ shares of Common Stock and ________ Common Stock Purchase
Warrants and hereby makes payment of $________ in payment of the actual exercise
price thereof.

                   INSTRUCTIONS FOR REGISTRATION OF SECURITIES

Name ________________________________________________________________


Address ______________________________________________________________


Signature _____________________________________________________________



<PAGE>



                                 ASSIGNMENT FORM


FOR VALUE RECEIVED,

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

hereby sells, assigns and transfers unto

Name __________________________________________________________
         (please typewrite or print in block letters)

Address: ________________________________________________________

the right to purchase ________ shares of Common Stock and ________ Common Stock
Purchase Warrants as represented by this Warrant to the extent of ______ shares
of Common Stock and ______ Common Stock Purchase Warrants as to which such right
is exercisable and does hereby irrevocably constitute and appoint,
_________________________, attorney, to transfer the same on the books of the
Company with full power of substitution in the premises.

Signature _________________________________________________________


Dated:  _________________