EXHIBIT 4.3
No. ________
                                  _____ Rights

                           VOID AFTER December 14, 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 December 14, 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  Common Stock Purchase  Warrant (the  "Warrant") of the
Company, at a purchase price of $.40 (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  by check,  bank  check,or  money  order and any other
required  documents to be received by the Rights Agent. If the registered holder
has exercised its basic subscription right in full, he or she may also subscribe
for additional units pursuant to an  over-subscription  right, by completing the
over-subscription  portion of the form and  presenting  it to the  Rights  Agent
along  with  payment  of the  purchase  price for the  over-subscribed  Units as
therein provided.

         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
non-transferable and 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.  Reference is hereby
made to a  description  in the  Subscription  Rights  Agreement  of the  rights,
obligations, duties and indemnities 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.


         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 signed by  facsimile by its duly  authorized  officers and a facsimile of its
corporate seal to be imprinted hereon.


                                   WAVERIDER COMMUNICATIONS INC.

Dated: October 19, 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 prospectus. Each Unit
shall consist of one share of Common Stock and one Common Stock
Purchase Warrant of WaveRider Communications Inc.

I exercise* __________________ Units x $.40  (U.S.) =  $_________________ (U.S.)
              (no. of Units)                           (amount enclosed)



*not to  exceed  the  total  basic  rights  noted on the  cover  of this  Rights
Certificate.


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
Common Stock Purchase Warrant of WaveRider Communications Inc.

I exercise __________________ Units x $.40 (U.S.) =  $__________________ (U.S.)
              (no. of Units)                            (amount enclosed)


Total Basic Subscription Right + Over-Subscription Right


Total Subscription = ____________ Units x $.40 (U.S.) = $_______________(U.S.)
                    (no. of Units)                      (amount enclosed)



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

-------------------                                  ---------------------------
(Name of NASD Member)                                           (Address)


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

Dated: __________, 2001

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

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
$.40 (U.S.) (purchase price per unit).



If you  have  questions  on the  use of  WaveRider  Communications  Inc.  Rights
Certificates  please  contact our  information  agent,  Innisfree  M&A,  Inc. at
1-888-750-5834,  or our Chief Financial Officer, T. Scott Worthington,  at (416)
502-3200.


                            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 Institution. 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: _____