Exhibit 2.3

SR TELECOM INC.

 and 

COMPUTERSHARE TRUST COMPANY OF CANADA

WARRANT INDENTURE

Providing for the Issue of

Common Share Warrants

Dated as of February 18, 2004

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TABLE OF CONTENTS

|                                                                                           |  | Page
|------------------------------------------------------------------------------------------ |  | ----
|ARTICLE 1 INTERPRETATION                                                                   |  | 2   
|1.1    Definitions                                                                         |  | 2   
|1.2    Extended Meanings                                                                   |  | 6   
|1.3    Interpretation Not Affected by Headings                                             |  | 6   
|1.4    Currency                                                                            |  | 6   
|1.5    Day Not a Business Day                                                              |  | 6   
|1.6    Applicable Law                                                                      |  | 6   
|ARTICLE 2 ISSUE OF WARRANTS                                                                |  | 6   
|2.1    Issue and Terms of Warrants                                                         |  | 6   
|2.2    Form of Warrant Certificates                                                        |  | 7   
|2.3    Signing of Warrant Certificates                                                     |  | 7   
|2.4    Countersignature by Warrant Agent                                                   |  | 8   
|2.5    Warrantholder not a Shareholder                                                     |  | 8   
|2.6    Registration of Warrants                                                            |  | 8   
|2.7    Transfers of Warrants                                                               |  | 9   
|2.8    Assumption by Transferee and Release of Transferor                                  |  | 10  
|2.9    Issue in Substitution for Mutilated, Lost, Destroyed or Stolen Warrant Certificates |  | 11  
|2.10    Exchange of Warrant Certificates                                                   |  | 11  
|ARTICLE 3 EXERCISE OF WARRANTS                                                             |  | 12  
|3.1    Method of Exercise of Warrants                                                      |  | 12  
|3.2    Effect of Exercise of Warrants                                                      |  | 13  
|3.3    Subscription for Less than Entitlement; Fractions                                   |  | 14  
|3.4    Expiration of Warrants                                                              |  | 15  
|3.5    Cancellation of Surrendered Warrant Certificates                                    |  | 15  
|3.6    Accounting and Recording                                                            |  | 15  
|3.7    Securities Restrictions                                                             |  | 15  
|3.8    U.S. Transfer Restrictions and Legends                                              |  | 16  
|ARTICLE 4 ADJUSTMENT OF PURCHASE RIGHTS AND EXERCISE PRICE                                 |  | 20  
|4.1    Adjustment of Number of Common Shares and Exercise Price                            |  | 20  
|4.2    Entitlement to Shares on Exercise of Warrant                                        |  | 24  
|4.3    No Adjustment for Certain Transactions                                              |  | 24  
|4.4    Determination by Corporation's Auditors                                             |  | 25  
|4.5    Proceedings Prior to any Action Requiring Adjustment                                |  | 25  
|4.6    Certificate of Adjustment                                                           |  | 25  
|4.7    Notice of Special Matters                                                           |  | 25  
|4.8    No Action After Notice                                                              |  | 26  
|4.9    Other Action                                                                        |  | 26  
|                                                                                           |  |     

ii

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|ARTICLE 5 PURCHASES BY THE CORPORATION                                                                      |  | 26
|----------------------------------------------------------------------------------------------------------- |  | --
|5.1    Optional Purchases by the Corporation                                                                |  | 26
|ARTICLE 6 NOTICE AND EVIDENCE OF OWNERSHIP                                                                  |  | 26
|6.1    Notice To The Warrantholders                                                                         |  | 26
|6.2    Ownership and Transfer of Warrants                                                                   |  | 27
|ARTICLE 7 REPRESENTATIONS, WARRANTIES AND COVENANTS                                                         |  | 28
|7.1    General Representations, Warranties and Covenants of the Corporation                                 |  | 28
|7.2    Remuneration and Expenses of the Warrant Agent                                                       |  | 29
|7.3    Securities Qualification Requirements                                                                |  | 29
|7.4    Performance of Covenants by the Warrant Agent                                                        |  | 30
|ARTICLE 8 ENFORCEMENT                                                                                       |  | 30
|8.1    Suits by Warrantholders                                                                              |  | 30
|8.2    Immunity of Shareholders, etc.                                                                       |  | 30
|8.3    Limitation of Liability                                                                              |  | 30
|ARTICLE 9 MEETINGS OF WARRANTHOLDERS                                                                        |  | 31
|9.1    Right to Convene Meetings                                                                            |  | 31
|9.2    Notice                                                                                               |  | 31
|9.3    Chairman                                                                                             |  | 31
|9.4    Quorum                                                                                               |  | 31
|9.5    Power to Adjourn                                                                                     |  | 32
|9.6    Show of Hands                                                                                        |  | 32
|9.7    Poll and Voting                                                                                      |  | 32
|9.8    Regulations                                                                                          |  | 33
|9.9    Corporation and Warrant Agent May Be Represented                                                     |  | 34
|9.10    Powers Exercisable by Extraordinary Resolution                                                      |  | 34
|9.11    Meaning of Extraordinary Resolution                                                                 |  | 35
|9.12    Powers Cumulative                                                                                   |  | 36
|9.13    Minutes                                                                                             |  | 36
|9.14    Instruments in Writing                                                                              |  | 36
|9.15    Binding Effect of Resolutions                                                                       |  | 36
|9.16    Holdings by Corporation Disregarded                                                                 |  | 37
|ARTICLE 10 SUPPLEMENTAL INDENTURES AND SUCCESSOR CORPORATIONS                                               |  | 37
|10.1    Provision for Supplemental Indentures for Certain Purposes                                          |  | 37
|10.2    Successor Corporations                                                                              |  | 38
|ARTICLE 11 CONCERNING THE WARRANT AGENT                                                                     |  | 38
|11.1    Applicable Legislation                                                                              |  | 38
|11.2    Rights and Duties of Warrant Agent                                                                  |  | 39
|11.3    Evidence, Experts and Advisors                                                                      |  | 40
|11.4    Documents, Monies, etc., Held by Warrant Agent                                                      |  | 41
|11.5    Actions by Warrant Agent to Protect Interest                                                        |  | 41
|11.6    Warrant Agent not Required to Give Security                                                         |  | 41
|11.7    Protection of Warrant Agent                                                                         |  | 41
|11.8    Replacement of Warrant Agent; Successor by Merger                                                   |  | 42
|11.9    Dealing with the Corporation                                                                        |  | 43
|11.10    Acceptance of Mandate                                                                              |  | 44
|11.11    Warrant Agent not to Be Appointed Receiver                                                         |  | 44
|ARTICLE 12 GENERAL                                                                                          |  | 44
|12.1    Notice to the Corporation and the Warrant Agent                                                     |  | 44
|12.2    Time of the Essence                                                                                 |  | 45
|12.3    Counterparts and Formal Date                                                                        |  | 45
|12.4    Satisfaction and Discharge of Indenture                                                             |  | 46
|12.5    Provisions of Indenture and Warrant Certificates for the Sole Benefit of Parties and Warrantholders |  | 46
|12.6    Language                                                                                            |  | 46

iii

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WARRANT INDENTURE

THIS INDENTUREdated as of February 18, 2004

|         |  |                                                                                                                                                                                                                                 
|-------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|BETWEEN: |  | SR TELECOM INC.(the "Corporation"), a corporation duly incorporated under the laws of Canada and having its head office in the City of
Montreal, Province of Quebec,                                                            
|AND:     |  | COMPUTERSHARE TRUST COMPANY OF CANADA(in its capacity as warrant agent, the "Warrant Agent"), a trust company duly incorporated under the laws
of Canada and having its head office in the City of Montreal, Province of Quebec,

RECITALS:

WHEREASthe Corporation has issued 5,714,287 Units, each Unit consisting of one Common Share and one-half of one Warrant (the
"Firm Units");

WHEREASthe Corporation has issued to the Underwriters the Over-Allotment Option to purchase up to 857,143 additional Units (the
"Over-Allotment Option Units");

WHEREASthe Corporation has concurrently issued 571,500 Units on a private placement basis (the "Private Placement
Units" and, together with the Firm Units and the Over-Allotment Option Units, the "Units")

WHEREASsubject to the terms and conditions herein set forth, a whole Warrant shall entitle the holder thereof to purchase one Common Share at the price
and upon the terms and conditions herein set forth;

WHEREASin order to satisfy the exercise of the rights attached to the Warrants, the Corporation has agreed to reserve for issuance one Common Share for
each Warrant outstanding;

WHEREASthe Corporation is duly authorized to create and issue the Warrants to be issued as herein provided;

NOW THEREFORE THIS INDENTURE WITNESSETHthat for good and valuable consideration mutually given and received, the receipt and sufficiency of which is
hereby acknowledged, it is hereby agreed and declared as follows:

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ARTICLE 1
INTERPRETATION

1.1   Definitions



2

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3

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4

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5

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1.2   Extended Meanings



1.3   Interpretation Not Affected by Headings



1.4   Currency



1.5   Day Not a Business Day



1.6   Applicable Law



ARTICLE 2
ISSUE OF WARRANTS

2.1   Issue and Terms of Warrants



6

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2.2   Form of Warrant Certificates



2.3   Signing of Warrant Certificates



7

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2.4   Countersignature by Warrant Agent



2.5   Warrantholder not a Shareholder



2.6   Registration of Warrants



8

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2.7   Transfers of Warrants



9

---





2.8   Assumption by Transferee and Release of Transferor



10

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2.9   Issue in Substitution for Mutilated, Lost, Destroyed or Stolen Warrant Certificates



2.10 Exchange of Warrant Certificates



11

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ARTICLE 3
EXERCISE OF WARRANTS

3.1   Method of Exercise of Warrants





12

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3.2   Effect of Exercise of Warrants



13

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3.3   Subscription for Less than Entitlement; Fractions



14

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3.4   Expiration of Warrants



3.5   Cancellation of Surrendered Warrant Certificates



3.6   Accounting and Recording



3.7   Securities Restrictions



15

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3.8   U.S. Transfer Restrictions and Legends



16

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17

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18

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19

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ARTICLE 4
ADJUSTMENT OF PURCHASE RIGHTS AND EXERCISE PRICE

4.1   Adjustment of Number of Common Shares and Exercise Price



20

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21

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22

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23

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4.2   Entitlement to Shares on Exercise of Warrant



4.3   No Adjustment for Certain Transactions



24

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4.4   Determination by Corporation's Auditors



4.5   Proceedings Prior to any Action Requiring Adjustment



4.6   Certificate of Adjustment



4.7   Notice of Special Matters



25

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4.8   No Action After Notice



4.9   Other Action



ARTICLE 5
PURCHASES BY THE CORPORATION

5.1   Optional Purchases by the Corporation



ARTICLE 6
NOTICE AND EVIDENCE OF OWNERSHIP

6.1   Notice to the Warrantholders



26

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6.2   Ownership and Transfer of Warrants



27

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ARTICLE 7
REPRESENTATIONS, WARRANTIES AND COVENANTS

7.1   General Representations, Warranties and Covenants of the Corporation



28

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7.2   Remuneration and Expenses of the Warrant Agent



7.3   Securities Qualification Requirements



29

---





7.4   Performance of Covenants by the Warrant Agent



ARTICLE 8
ENFORCEMENT

8.1   Suits by Warrantholders



8.2   Immunity of Shareholders, etc.



8.3   Limitation of Liability



30

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ARTICLE 9
MEETINGS OF WARRANTHOLDERS

9.1   Right to Convene Meetings



9.2   Notice



9.3   Chairman



9.4   Quorum



31

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9.5   Power to Adjourn



9.6   Show of Hands



9.7   Poll and Voting



32

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9.8   Regulations



33

---





9.9   Corporation and Warrant Agent May Be Represented



9.10 Powers Exercisable by Extraordinary Resolution



34

---





9.11 Meaning of Extraordinary Resolution



35

---





9.12 Powers Cumulative



9.13 Minutes



9.14 Instruments in Writing



9.15 Binding Effect of Resolutions



36

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9.16 Holdings by Corporation Disregarded



ARTICLE 10
SUPPLEMENTAL INDENTURES AND SUCCESSOR CORPORATIONS

10.1 Provision for Supplemental Indentures for Certain Purposes



37

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10.2 Successor Corporations



ARTICLE 11
CONCERNING THE WARRANT AGENT

11.1 Applicable Legislation



38

---





11.2 Rights and Duties of Warrant Agent



39

---





11.3 Evidence, Experts and Advisors



40

---





11.4 Documents, Monies, etc., Held by Warrant Agent



11.5 Actions by Warrant Agent to Protect Interest



11.6 Warrant Agent not Required to Give Security



11.7 Protection of Warrant Agent



41

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11.8 Replacement of Warrant Agent; Successor by Merger



42

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11.9 Dealing with the Corporation



43

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11.10 Acceptance of Mandate



11.11 Warrant Agent not to Be Appointed Receiver



ARTICLE 12
GENERAL

12.1 Notice to the Corporation and the Warrant Agent





44

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12.2 Time of the Essence



12.3 Counterparts and Formal Date



45

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12.4 Satisfaction and Discharge of Indenture





12.5 Provisions of Indenture and Warrant Certificates for the Sole Benefit of Parties and Warrantholders



12.6 Assignment



12.7 Language



46

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| |  | SR TELECOM INC.                      
| |  | -------------------------------------
| |  | Per:                                 
| |  | COMPUTERSHARE TRUST COMPANY OF CANADA
| |  | Per:                                 
| |  | Per:                                 

47

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SCHEDULE 2.2
FORM OF WARRANT CERTIFICATE

48

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SCHEDULE 3.1.1
FORM OF ELECTION TO PURCHASE

ELECTION TO PURCHASE

|    |  |                                                
|--- |  | -----------------------------------------------
|To: |  | SR Telecom Inc.
c/o Computershare Trust Company



49

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|Number(s) of Common Shares: |  | Social Insurance Number(s):       
|--------------------------- |  | ----------------------------------
|Total:                      |  |                                   
|Name(s) in full:            |  | Address(es) (include Postal Code):
|                            |  |                                   
|                            |  |                                   
|                            |  |                                   
|                            |  |                                   

50

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EXHIBIT A
FORM OF DECLARATION FOR REMOVAL OF LEGEND

|    |  |                                                                                                                       
|--- |  | ----------------------------------------------------------------------------------------------------------------------
|TO: |  | Computershare Trust Company of Canadaas registrar and transfer agent for Common Shares and Warrants of SR Telecom Inc.



| |  | Name of Seller
| |  | --------------
| |  | By:           

51

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EXHIBIT B
FORM OF LETTER TO BE DELIVERED
BY ORIGINAL U.S. PURCHASER UPON EXERCISE OF WARRANTS



52

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| |  | (Name of Purchaser)
| |  | -------------------
| |  | By:                

53

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