EXHIBIT 4.2

NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE
HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE
SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO
SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE
COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS
SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER
LOAN SECURED BY SUCH SECURITIES

                             STOCK PURCHASE WARRANT

                                Series R Warrant

                To Purchase __________ Shares of Common Stock of

                          WaveRider Communications Inc.

         THIS STOCK PURCHASE WARRANT CERTIFIES that, for value received,
_____________ (the "Holder"), is entitled, upon the terms and subject to the
limitations on exercise and the conditions hereinafter set forth, at any time on
or after July 14, 2003 (the "Initial Exercise Date") and on or prior to the
close of business on the fifth anniversary of the Initial Exercise Date (the
"Termination Date") but not thereafter, to subscribe for and purchase from
WaveRider Communications Inc., a corporation incorporated in Nevada (the
"Company"), up to ____________ shares (the "Warrant Shares") of Common Stock,
par value $0.001 per share, of the Company (the "Common Stock"). The purchase
price of one share of Common Stock (the "Exercise Price") under this Warrant
shall be $0.41212, subject to adjustment hereunder. The Exercise Price and the
number of Warrant Shares for which the Warrant is exercisable shall be subject
to adjustment as provided herein. Capitalized terms used and not otherwise
defined herein shall have the meanings set forth in that certain Securities
Purchase Agreement (the "Purchase Agreement"), dated July 14, 2003, between the
Company and the investors signatory thereto.




-------------
2     105% of the average of the 10 Closing Prices immediately prior to the
      date of the Purchase Agreement.

<PAGE>
1. Title to warrant. Prior to the termination date and subject to compliance
with applicable laws and section 7 of this warrant, this warrant and all rights
hereunder are transferable, in whole or in part, at the office or agency of the
company by the holder in person or by duly authorized attorney, upon surrender
of this warrant together with the assignment form annexed hereto properly
endorsed. The transferee shall sign an investment letter in form and substance
reasonably satisfactory to the company.

2. Authorization of Shares. The company covenants that all warrant shares which
may be issued upon the exercise of the purchase rights represented by this
warrant will, upon exercise of the purchase rights represented by this warrant,
be duly authorized, validly issued, fully paid and nonassessable and free from
all taxes, liens and charges in respect of the issue thereof (other than taxes
in respect of any transfer occurring contemporaneously with such issue).

3. Exercise of Warrant.

                  (a) Exercise of the purchase rights represented by this
         Warrant may be made at any time or times on or after the Initial
         Exercise Date and on or before the Termination Date by delivery to the
         Company of a duly executed facsimile copy of the Notice of Exercise
         Form annexed hereto (or such other office or agency of the Company as
         it may designate by notice in writing to the registered Holder at the
         address of such Holder appearing on the books of the Company);
         provided, however, within 5 Trading Days of the date said Notice of
         Exercise is delivered to the Company, the Holder shall have surrendered
         this Warrant to the Company and the Company shall have received payment
         of the aggregate Exercise Price of the shares thereby purchased by wire
         transfer or cashier's check drawn on a United States bank. Certificates
         for shares purchased hereunder shall be delivered to the Holder within
         the earlier of (i) 5 Trading Days after the date on which the Notice of
         Exercise shall have been delivered by facsimile copy or (ii) 3 Trading
         Days from the delivery to the Company of the Notice of Exercise Form by
         facsimile copy, surrender of this Warrant and payment of the aggregate
         Exercise Price as set forth above ("Warrant Share Delivery Date");
         provided, however, in the event the Warrant is not surrendered or the
         aggregate Exercise Price is not received by the Company within 5
         Trading Days after the date on which the Notice of Exercise shall be
         delivered by facsimile copy, the Warrant Share Delivery Date shall be
         extended to the extent such 5 Trading Day period is exceeded. This
         Warrant shall be deemed to have been exercised on the date the Notice
         of Exercise is delivered to the Company by facsimile copy. The Warrant
         Shares shall be deemed to have been issued, and Holder or any other
         person so designated to be named therein shall be deemed to have become
         a holder of record of such shares for all purposes, as of the date the
         Warrant has been exercised by payment to the Company of the Exercise
         Price and all taxes required to be paid by the Holder, if any, pursuant
         to Section 5 prior to the issuance of such shares, have been paid. If
         the Company fails to deliver to the Holder a certificate or
         certificates representing the Warrant Shares pursuant to this Section
         3(a) by the Warrant Share Delivery Date, then the Holder will have the
         right to rescind such exercise. In addition to any other rights
         available to the Holder, if the Company fails to deliver to the Holder
         a certificate or certificates representing the Warrant Shares pursuant
         to an exercise by the second Trading Day after the Warrant Share
         Delivery Date, and if after such third Trading Day the Holder is
         required by its broker to purchase (in an open market transaction or
         otherwise) shares of Common Stock to deliver in satisfaction of a sale
         by the Holder of the Warrant Shares which the Holder anticipated
         receiving upon such exercise (a "Buy-In"), then the Company shall (1)
         pay in cash to the Holder the amount by which (x) the Holder's total
         purchase price (including brokerage commissions, if any) for the shares
         of Common Stock so purchased exceeds (y) the amount obtained by
         multiplying (A) the number of Warrant Shares that the Company was
         required to deliver to the Holder in connection with the exercise at
         issue times (B) the price at which the sell order giving rise to such
         purchase obligation was executed, and (2) at the option of the Holder,
         either reinstate the portion of the Warrant and equivalent number of
         Warrant Shares for which such exercise was not honored or deliver to
         the Holder the number of shares of Common Stock that would have been
         issued had the Company timely complied with its exercise and delivery
         obligations hereunder. For example, if the Holder purchases Common
         Stock having a total purchase price of $11,000 to cover a Buy-In with
         respect to an attempted exercise of shares of Common Stock with an
         aggregate sale price giving rise to such purchase obligation of
         $10,000, under clause (1) of the immediately preceding sentence the
         Company shall be required to pay the Holder $1,000. The Holder shall
         provide the Company written notice indicating the amounts payable to
         the Holder in respect of the Buy-In, together with applicable
         confirmations and other evidence reasonably requested by the Company.
         Nothing herein shall limit a Holder's right to pursue any other
         remedies available to it hereunder, at law or in equity including,
         without limitation, a decree of specific performance and/or injunctive
         relief with respect to the Company's failure to timely deliver
         certificates representing shares of Common Stock upon exercise of the
         Warrant as required pursuant to the terms hereof.
<PAGE>

(b)      If this Warrant shall have been exercised in part, the Company shall,
         at the time of delivery of the certificate or certificates representing
         Warrant Shares, deliver to Holder a new Warrant evidencing the rights
         of Holder to purchase the unpurchased Warrant Shares called for by this
         Warrant, which new Warrant shall in all other respects be identical
         with this Warrant.

(c)      The Company shall not effect any exercise of this Warrant, and the
         Holder shall not have the right to exercise any portion of this
         Warrant, pursuant to Section 3(a) or otherwise, to the extent that
         after giving effect to such issuance after exercise, the Holder
         (together with the Holder's affiliates), as set forth on the applicable
         Notice of Exercise, would beneficially own in excess of 4.99% of the
         number of shares of the Common Stock outstanding immediately after
         giving effect to such issuance. For purposes of the foregoing sentence,
         the number of shares of Common Stock beneficially owned by the Holder
         and its affiliates shall include the number of shares of Common Stock
         issuable upon exercise of this Warrant with respect to which the
         determination of such sentence is being made, but shall exclude the
         number of shares of Common Stock which would be issuable upon (A)
         exercise of the remaining, nonexercised portion of this Warrant
         beneficially owned by the Holder or any of its affiliates and (B)
         exercise or conversion of the unexercised or nonconverted portion of
         any other securities of the Company (including, without limitation, any
         other Debentures or Warrants) subject to a limitation on conversion or
         exercise analogous to the limitation contained herein beneficially
         owned by the Holder or any of its affiliates. Except as set forth in
         the preceding sentence, for purposes of this Section 3(c), beneficial
         ownership shall be calculated in accordance with Section 13(d) of the
         Exchange Act. To the extent that the limitation contained in this
         Section 3(c) applies, the determination of whether this Warrant is
         exercisable (in relation to other securities owned by the Holder) and
         of which a portion of this Warrant is exercisable shall be in the sole
         discretion of such Holder, and the submission of a Notice of Exercise
         shall be deemed to be such Holder's determination of whether this
         Warrant is exercisable (in relation to other securities owned by such
         Holder) and of which portion of this Warrant is exercisable, in each
         case subject to such aggregate percentage limitation, and the Company
         shall have no obligation to verify or confirm the accuracy of such
         determination. For purposes of this Section 3(c), in determining the
         number of outstanding shares of Common Stock, the Holder may rely on
         the number of outstanding shares of Common Stock as reflected in (x)
         the Company's most recent Form 10-Q or Form 10-K, as the case may be,
         (y) a more recent public announcement by the Company or (z) any other
         notice by the Company or the Company's Transfer Agent setting forth the
         number of shares of Common Stock outstanding. Upon the written or oral
         request of the Holder, the Company shall within two Trading Days
         confirm orally and in writing to the Holder the number of shares of
         Common Stock then outstanding. In any case, the number of outstanding
         shares of Common Stock shall be determined after giving effect to the
         conversion or exercise of securities of the Company, including this
         Warrant, by the Holder or its affiliates since the date as of which
         such number of outstanding shares of Common Stock was reported. The
         provisions of this Section 3(c) may be waived by the Holder upon, at
         the election of the Holder, not less than 61 days' prior notice to the
         Company, and the provisions of this Section 3(c) shall continue to
         apply until such 61st day (or such later date, as determined by the
         Holder, as may be specified in such notice of waiver).

(d)      If at any time after one year from the date of issuance of this Warrant
         there is no effective Registration Statement registering the resale of
         the Warrant Shares by the Holder, this Warrant may also be exercised at
         such time by means of a "cashless exercise" in which the Holder shall
         be entitled to receive a certificate for the number of Warrant Shares
         equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:

               (A) = the Closing Price on the Trading Day preceding the date
                     of such election;

               (B) = the Exercise Price of the Warrants, as adjusted; and

               (X) = the number of Warrant Shares issuable upon exercise of
                     the Warrants in accordance with the terms of this Warrant.
<PAGE>

4.       No Fractional Shares or Scrip. No fractional shares or scrip
         representing fractional shares shall be issued upon the exercise of
         this Warrant. As to any fraction of a share which Holder would
         otherwise be entitled to purchase upon such exercise, the Company shall
         pay a cash adjustment in respect of such final fraction in an amount
         equal to such fraction multiplied by the Exercise Price.

5.       Charges, Taxes and Expenses. Issuance of certificates for Warrant
         Shares shall be made without charge to the Holder for any issue or
         transfer tax or other incidental expense in respect of the issuance of
         such certificate, all of which taxes and expenses shall be paid by the
         Company, and such certificates shall be issued in the name of the
         Holder or in such name or names as may be directed by the Holder;
         provided, however, that in the event certificates for Warrant Shares
         are to be issued in a name other than the name of the Holder, this
         Warrant when surrendered for exercise shall be accompanied by the
         Assignment Form attached hereto duly executed by the Holder; and the
         Company may require, as a condition thereto, the payment of a sum
         sufficient to reimburse it for any transfer tax incidental thereto.

6.       Closing of Books. The Company will not close its stockholder books or
         records in any manner which prevents the timely exercise of this
         Warrant, pursuant to the terms hereof.

7.       Transfer, Division and Combination.

(a)      Subject to compliance with any applicable securities laws and the
         conditions set forth in Sections 1 and 7(e) hereof and to the
         provisions of Section 4.1 of the Purchase Agreement, this Warrant and
         all rights hereunder are transferable, in whole or in part, upon
         surrender of this Warrant at the principal office of the Company,
         together with a written assignment of this Warrant substantially in the
         form attached hereto duly executed by the Holder or its agent or
         attorney and funds sufficient to pay any transfer taxes payable upon
         the making of such transfer. Upon such surrender and, if required, such
         payment, the Company shall execute and deliver a new Warrant or
         Warrants in the name of the assignee or assignees and in the
         denomination or denominations specified in such instrument of
         assignment, and shall issue to the assignor a new Warrant evidencing
         the portion of this Warrant not so assigned, and this Warrant shall
         promptly be cancelled. A Warrant, if properly assigned, may be
         exercised by a new holder for the purchase of Warrant Shares without
         having a new Warrant issued.

(b)      This Warrant may be divided or combined with other Warrants upon
         presentation hereof at the aforesaid office of the Company, together
         with a written notice specifying the names and denominations in which
         new Warrants are to be issued, signed by the Holder or its agent or
         attorney. Subject to compliance with Section 7(a), as to any transfer
         which may be involved in such division or combination, the Company
         shall execute and deliver a new Warrant or Warrants in exchange for the
         Warrant or Warrants to be divided or combined in accordance with such
         notice.

(c)      The Company shall prepare, issue and deliver at its own expense (other
         than transfer taxes) the new Warrant or Warrants under this Section 7.

(d)      The Company agrees to maintain, at its aforesaid office, books for the
         registration and the registration of transfer of the Warrants.

(e)      If, at the time of the surrender of this Warrant in connection with any
         transfer of this Warrant, the transfer of this Warrant shall not be
         registered pursuant to an effective registration statement under the
         Securities Act and under applicable state securities or blue sky laws,
         the Company may require, as a condition of allowing such transfer (i)
         that the Holder or transferee of this Warrant, as the case may be,
         furnish to the Company a written opinion of counsel (which opinion
         shall be in form, substance and scope customary for opinions of counsel
         in comparable transactions) to the effect that such transfer may be
         made without registration under the Securities Act and under applicable
         state securities or blue sky laws, (ii) that the holder or transferee
         execute and deliver to the Company an investment letter in form and
         substance acceptable to the Company and (iii) that the transferee be an
         "accredited investor" as defined in Rule 501(a) promulgated under the
         Securities Act.
<PAGE>

8.       No Rights as Shareholder until Exercise. This Warrant does not entitle
         the Holder to any voting rights or other rights as a shareholder of the
         Company prior to the exercise hereof. Upon the surrender of this
         Warrant and the payment of the aggregate Exercise Price (or by means of
         a cashless exercise), the Warrant Shares so purchased shall be and be
         deemed to be issued to such Holder as the record owner of such shares
         as of the close of business on the later of the date of such surrender
         or payment.

9.       Loss, Theft, Destruction or Mutilation of Warrant. The Company
         covenants that upon receipt by the Company of evidence reasonably
         satisfactory to it of the loss, theft, destruction or mutilation of
         this Warrant or any stock certificate relating to the Warrant Shares,
         and in case of loss, theft or destruction, of indemnity or security
         reasonably satisfactory to it (which, in the case of the Warrant, shall
         not include the posting of any bond), and upon surrender and
         cancellation of such Warrant or stock certificate, if mutilated, the
         Company will make and deliver a new Warrant or stock certificate of
         like tenor and dated as of such cancellation, in lieu of such Warrant
         or stock certificate

10.      Saturdays, Sundays, Holidays, etc. If the last or appointed day for the
         taking of any action or the expiration of any right required or granted
         herein shall be a Saturday, Sunday or a legal holiday, then such action
         may be taken or such right may be exercised on the next succeeding day
         not a Saturday, Sunday or legal holiday.

11.      Adjustments of Exercise Price and Number of Warrant Shares.

(a)      Stock Splits, etc. The number and kind of securities purchasable upon
         the exercise of this Warrant and the Exercise Price shall be subject to
         adjustment from time to time upon the happening of any of the
         following. In case the Company shall (i) pay a dividend in shares of
         Common Stock or make a distribution in shares of Common Stock to
         holders of its outstanding Common Stock, (ii) subdivide its outstanding
         shares of Common Stock into a greater number of shares, (iii) combine
         its outstanding shares of Common Stock into a smaller number of shares
         of Common Stock, or (iv) issue any shares of its capital stock in a
         reclassification of the Common Stock, then the number of Warrant Shares
         purchasable upon exercise of this Warrant immediately prior thereto
         shall be adjusted so that the Holder shall be entitled to receive the
         kind and number of Warrant Shares or other securities of the Company
         which it would have owned or have been entitled to receive had such
         Warrant been exercised in advance thereof. Upon each such adjustment of
         the kind and number of Warrant Shares or other securities of the
         Company which are purchasable hereunder, the Holder shall thereafter be
         entitled to purchase the number of Warrant Shares or other securities
         resulting from such adjustment at an Exercise Price per Warrant Share
         or other security obtained by multiplying the Exercise Price in effect
         immediately prior to such adjustment by the number of Warrant Shares
         purchasable pursuant hereto immediately prior to such adjustment and
         dividing by the number of Warrant Shares or other securities of the
         Company resulting from such adjustment. An adjustment made pursuant to
         this paragraph shall become effective immediately after the effective
         date of such event retroactive to the record date, if any, for such
         event.

(b)      Anti-Dilution Provisions. During the Exercise Period, the Exercise
         Price shall be subject to adjustment from time to time as provided in
         this Section 11(b). In the event that any adjustment of the Exercise
         Price as required herein results in a fraction of a cent, such Exercise
         Price shall be rounded up or down to the nearest cent.

                           (i) Adjustment of Exercise Price. If and whenever the
                  Company issues or sells, or in accordance with Section
                  11(b)(ii) hereof is deemed to have issued or sold, any shares
                  of Common Stock for a consideration per share of less than the
                  then Exercise Price or for no consideration (such lower price,
                  the "Base Share Price" and such issuances collectively, a
                  "Dilutive Issuance"), then, the Exercise Price shall be
                  reduced to equal the Base Share Price, provided, that for
                  purposes hereof, all securities exercisable, convertible into
                  or exchangeable for Common Stock ("Convertible Securities")
                  shall be deemed outstanding immediately after the issuance of
                  such Common Stock. Such adjustment shall be made whenever such
                  shares of Common Stock or Convertible Securities are issued.

                           (ii) Effect on Exercise Price of Certain Events. For
                  purposes of determining the adjusted Exercise Price under
                  Section 11(b) hereof, the following will be applicable:
<PAGE>
                                     (A) Issuance of Rights or Options. If the
                           Company in any manner issues or grants any warrants,
                           rights or options, whether or not immediately
                           exercisable, to subscribe for or to purchase Common
                           Stock or Convertible Securities (such warrants,
                           rights and options to purchase Common Stock or
                           Convertible Securities are hereinafter referred to as
                           "Options") and the effective price per share for
                           which Common Stock is issuable upon the exercise of
                           such Options is less than the Exercise Price ("Below
                           Base Price Options"), then the maximum total number
                           of shares of Common Stock issuable upon the exercise
                           of all such Below Base Price Options (assuming full
                           exercise, conversion or exchange of Convertible
                           Securities, if applicable) will, as of the date of
                           the issuance or grant of such Below Base Price
                           Options, be deemed to be outstanding and to have been
                           issued and sold by the Company for such price per
                           share and the maximum consideration payable to the
                           Company upon such exercise (assuming full exercise,
                           conversion or exchange of Convertible Securities, if
                           applicable) will be deemed to have been received by
                           the Company. For purposes of the preceding sentence,
                           the "effective price per share for which Common Stock
                           is issuable upon the exercise of such Below Base
                           Price Options" is determined by dividing (i) the
                           total amount, if any, received or receivable by the
                           Company as consideration for the issuance or granting
                           of all such Below Base Price Options, plus the
                           minimum aggregate amount of additional consideration,
                           if any, payable to the Company upon the exercise of
                           all such Below Base Price Options, plus, in the case
                           of Convertible Securities issuable upon the exercise
                           of such Below Base Price Options, the minimum
                           aggregate amount of additional consideration payable
                           upon the exercise, conversion or exchange thereof at
                           the time such Convertible Securities first become
                           exercisable, convertible or exchangeable, by (ii) the
                           maximum total number of shares of Common Stock
                           issuable upon the exercise of all such Below Base
                           Price Options (assuming full conversion of
                           Convertible Securities, if applicable). No further
                           adjustment to the Exercise Price will be made upon
                           the actual issuance of such Common Stock upon the
                           exercise of such Below Base Price Options or upon the
                           exercise, conversion or exchange of Convertible
                           Securities issuable upon exercise of such Below Base
                           Price Options.

                                    (B) Issuance of Convertible Securities. If
                           the Company in any manner issues or sells any
                           Convertible Securities, whether or not immediately
                           convertible (other than where the same are issuable
                           upon the exercise of Options) and the effective price
                           per share for which Common Stock is issuable upon
                           such exercise, conversion or exchange is less than
                           the Exercise Price, then the maximum total number of
                           shares of Common Stock issuable upon the exercise,
                           conversion or exchange of all such Convertible
                           Securities will, as of the date of the issuance of
                           such Convertible Securities, be deemed to be
                           outstanding and to have been issued and sold by the
                           Company for such price per share and the maximum
                           consideration payable to the Company upon such
                           exercise (assuming full exercise, conversion or
                           exchange of Convertible Securities, if applicable)
                           will be deemed to have been received by the Company.
                           For the purposes of the preceding sentence, the
                           "effective price per share for which Common Stock is
                           issuable upon such exercise, conversion or exchange"
                           is determined by dividing (i) the total amount, if
                           any, received or receivable by the Company as
                           consideration for the issuance or sale of all such
                           Convertible Securities, plus the minimum aggregate
                           amount of additional consideration, if any, payable
                           to the Company upon the exercise, conversion or
                           exchange thereof at the time such Convertible
                           Securities first become exercisable, convertible or
                           exchangeable, by (ii) the maximum total number of
                           shares of Common Stock issuable upon the exercise,
                           conversion or exchange of all such Convertible
                           Securities. No further adjustment to the Exercise
                           Price will be made upon the actual issuance of such
                           Common Stock upon exercise, conversion or exchange of
                           such Convertible Securities.
<PAGE>

                                    (C) Change in Option Price or Conversion
                           Rate. If there is a change at any time in (i) the
                           amount of additional consideration payable to the
                           Company upon the exercise of any Options; (ii) the
                           amount of additional consideration, if any, payable
                           to the Company upon the exercise, conversion or
                           exchange of any Convertible Securities; or (iii) the
                           rate at which any Convertible Securities are
                           convertible into or exchangeable for Common Stock (in
                           each such case, other than under or by reason of
                           provisions designed to protect against dilution), the
                           Exercise Price in effect at the time of such change
                           will be readjusted to the Exercise Price which would
                           have been in effect at such time had such Options or
                           Convertible Securities still outstanding provided for
                           such changed additional consideration or changed
                           conversion rate, as the case may be, at the time
                           initially granted, issued or sold.

                                    (D) Calculation of Consideration Received.
                           If any Common Stock, Options or Convertible
                           Securities are issued, granted or sold for cash, the
                           consideration received therefor for purposes of this
                           Warrant will be the amount received by the Company
                           therefor, before deduction of reasonable commissions,
                           underwriting discounts or allowances or other
                           reasonable expenses paid or incurred by the Company
                           in connection with such issuance, grant or sale. In
                           case any Common Stock, Options or Convertible
                           Securities are issued or sold for a consideration
                           part or all of which shall be other than cash, the
                           amount of the consideration other than cash received
                           by the Company will be the fair market value of such
                           consideration, except where such consideration
                           consists of securities, in which case the amount of
                           consideration received by the Company will be the
                           fair market value (closing bid price, if traded on
                           any market) thereof as of the date of receipt. In
                           case any Common Stock, Options or Convertible
                           Securities are issued in connection with any merger
                           or consolidation in which the Company is the
                           surviving corporation, the amount of consideration
                           therefor will be deemed to be the fair market value
                           of such portion of the net assets and business of the
                           non-surviving corporation as is attributable to such
                           Common Stock, Options or Convertible Securities, as
                           the case may be. The fair market value of any
                           consideration other than cash or securities will be
                           determined in good faith by an investment banker or
                           other appropriate expert of national reputation
                           selected by the Company and reasonably acceptable to
                           the holder hereof, with the costs of such appraisal
                           to be borne by the Company.

                                    (E) Exceptions to Adjustment of Exercise
                           Price. Notwithstanding the foregoing, no adjustment
                           will be made under this Section 11(b) in respect of
                           (1) the granting of options to employees, officers
                           and directors of the Company pursuant to any stock
                           option plan duly adopted by a majority of the
                           non-employee members of the Board of Directors of the
                           Company or a majority of the members of a committee
                           of non-employee directors established for such
                           purpose, (2) upon the exercise of the Debentures or
                           any Debentures of this series or of any other series
                           or security issued by the Company in connection with
                           the offer and sale of this Company's securities
                           pursuant to the Purchase Agreement, or (3) upon the
                           exercise of or conversion of any Convertible
                           Securities or Options issued and outstanding on the
                           Original Issue Date, provided that the securities
                           have not been amended since the date of the Purchase
                           Agreement except as a result of the Purchase
                           Agreement, or (4) acquisitions or strategic
                           investments, the primary purpose of which is not to
                           raise capital.

                                    (F) Readjustment of Exercise Price. If the
                           Exercise Price is adjusted due to the issuance of an
                           Option and/or Convertible Security and all of such
                           Option and/or Convertible Security expires pursuant
                           to its own terms before it is exercised, exchanged
                           and/or converted, an upward adjustment will be made
                           such that the Exercise Price will no longer reflect
                           the issuance of such Option and/or Convertible
                           Security.
<PAGE>
                           (iii) Minimum Adjustment of Exercise Price. No
                  adjustment of the Exercise Price shall be made in an amount of
                  less than 1% of the Exercise Price in effect at the time such
                  adjustment is otherwise required to be made, but any such
                  lesser adjustment shall be carried forward and shall be made
                  at the time and together with the next subsequent adjustment
                  which, together with any adjustments so carried forward, shall
                  amount to not less than 1% of such Exercise Price.

12. Reorganization, Reclassification, Merger, Consolidation or Disposition of
Assets. In case the Company shall reorganize its capital, reclassify its capital
stock, consolidate or merge with or into another corporation (where the Company
is not the surviving corporation or where there is a change in or distribution
with respect to the Common Stock of the Company), or sell, transfer or otherwise
dispose of all or substantially all its property, assets or business to another
corporation and, pursuant to the terms of such reorganization, reclassification,
merger, consolidation or disposition of assets, shares of common stock of the
successor or acquiring corporation, or any cash, shares of stock or other
securities or property of any nature whatsoever (including warrants or other
subscription or purchase rights) in addition to or in lieu of common stock of
the successor or acquiring corporation ("Other Property"), are to be received by
or distributed to the holders of Common Stock of the Company, then the Holder
shall have the right thereafter to receive, upon exercise of this Warrant, the
number of shares of Common Stock of the successor or acquiring corporation or of
the Company, if it is the surviving corporation, and Other Property receivable
upon or as a result of such reorganization, reclassification, merger,
consolidation or disposition of assets by a Holder of the number of shares of
Common Stock for which this Warrant is exercisable immediately prior to such
event. In case of any such reorganization, reclassification, merger,
consolidation or disposition of assets, the successor or acquiring corporation
(if other than the Company) shall expressly assume the due and punctual
observance and performance of each and every covenant and condition of this
Warrant to be performed and observed by the Company and all the obligations and
liabilities hereunder, subject to such modifications as may be deemed
appropriate (as determined in good faith by resolution of the Board of Directors
of the Company) in order to provide for adjustments of Warrant Shares for which
this Warrant is exercisable which shall be as nearly equivalent as practicable
to the adjustments provided for in this Section 12. For purposes of this Section
12, "common stock of the successor or acquiring corporation" shall include stock
of such corporation of any class which is not preferred as to dividends or
assets over any other class of stock of such corporation and which is not
subject to redemption and shall also include any evidences of indebtedness,
shares of stock or other securities which are convertible into or exchangeable
for any such stock, either immediately or upon the arrival of a specified date
or the happening of a specified event and any warrants or other rights to
subscribe for or purchase any such stock. The foregoing provisions of this
Section 12 shall similarly apply to successive reorganizations,
reclassifications, mergers, consolidations or disposition of assets.

13. Voluntary Adjustment by the Company. The Company may at any time during the
term of this Warrant reduce the then current Exercise Price to any amount and
for any period of time deemed appropriate by the Board of Directors of the
Company.

14. Notice of Adjustment. Whenever the number of Warrant Shares or number or
kind of securities or other property purchasable upon the exercise of this
Warrant or the Exercise Price is adjusted, as herein provided, the Company shall
give notice thereof to the Holder, which notice shall state the number of
Warrant Shares (and other securities or property) purchasable upon the exercise
of this Warrant and the Exercise Price of such Warrant Shares (and other
securities or property) after such adjustment, setting forth a brief statement
of the facts requiring such adjustment and setting forth the computation by
which such adjustment was made.

15. Notice of Corporate Action. If at any time:

                  (a) the Company shall take a record of the holders of its
         Common Stock for the purpose of entitling them to receive a dividend or
         other distribution, or any right to subscribe for or purchase any
         evidences of its indebtedness, any shares of stock of any class or any
         other securities or property, or to receive any other right, or

                  (b) there shall be any capital reorganization of the Company,
         any reclassification or recapitalization of the capital stock of the
         Company or any consolidation or merger of the Company with, or any
         sale, transfer or other disposition of all or substantially all the
         property, assets or business of the Company to, another corporation or,
<PAGE>
                  (c) there shall be a voluntary or involuntary dissolution,
         liquidation or winding up of the Company;

then, in any one or more of such cases, the Company shall give to Holder (i) at
least 20 days' prior written notice of the date on which a record date shall be
selected for such dividend, distribution or right or for determining rights to
vote in respect of any such reorganization, reclassification, merger,
consolidation, sale, transfer, disposition, liquidation or winding up, and (ii)
in the case of any such reorganization, reclassification, merger, consolidation,
sale, transfer, disposition, dissolution, liquidation or winding up, at least 20
days' prior written notice of the date when the same shall take place. Such
notice in accordance with the foregoing clause also shall specify (i) the date
on which any such record is to be taken for the purpose of such dividend,
distribution or right, the date on which the holders of Common Stock shall be
entitled to any such dividend, distribution or right, and the amount and
character thereof, and (ii) the date on which any such reorganization,
reclassification, merger, consolidation, sale, transfer, disposition,
dissolution, liquidation or winding up is to take place and the time, if any
such time is to be fixed, as of which the holders of Common Stock shall be
entitled to exchange their Warrant Shares for securities or other property
deliverable upon such disposition, dissolution, liquidation or winding up. Each
such written notice shall be sufficiently given if addressed to Holder at the
last address of Holder appearing on the books of the Company and delivered in
accordance with Section 17(d).

16. Authorized Shares. The Company covenants that during the period the Warrant
is outstanding, it will reserve from its authorized and unissued Common Stock a
sufficient number of shares to provide for the issuance of the Warrant Shares
upon the exercise of any purchase rights under this Warrant. The Company further
covenants that its issuance of this Warrant shall constitute full authority to
its officers who are charged with the duty of executing stock certificates to
execute and issue the necessary certificates for the Warrant Shares upon the
exercise of the purchase rights under this Warrant. The Company will take all
such reasonable action as may be necessary to assure that such Warrant Shares
may be issued as provided herein without violation of any applicable law or
regulation, or of any requirements of the Principal Market upon which the Common
Stock may be listed.

                  Except and to the extent as waived or consented to by the
Holder, the Company shall not by any action, including, without limitation,
amending its certificate of incorporation or through any reorganization,
transfer of assets, consolidation, merger, dissolution, issue or sale of
securities or any other voluntary action, avoid or seek to avoid the observance
or performance of any of the terms of this Warrant, but will at all times in
good faith assist in the carrying out of all such terms and in the taking of all
such actions as may be necessary or appropriate to protect the rights of Holder
as set forth in this Warrant against impairment. Without limiting the generality
of the foregoing, the Company will (a) not increase the par value of any Warrant
Shares above the amount payable therefor upon such exercise immediately prior to
such increase in par value, (b) take all such action as may be necessary or
appropriate in order that the Company may validly and legally issue fully paid
and nonassessable Warrant Shares upon the exercise of this Warrant, and (c) use
commercially reasonable efforts to obtain all such authorizations, exemptions or
consents from any public regulatory body having jurisdiction thereof as may be
necessary to enable the Company to perform its obligations under this Warrant.

                  Before taking any action which would result in an adjustment
in the number of Warrant Shares for which this Warrant is exercisable or in the
Exercise Price, the Company shall obtain all such authorizations or exemptions
thereof, or consents thereto, as may be necessary from any public regulatory
body or bodies having jurisdiction thereof.

17.      Miscellaneous.

(a)      Jurisdiction. This Warrant shall constitute a contract under the laws
         of New York, without regard to its conflict of law, principles or
         rules.

(b)      Restrictions. The Holder acknowledges that the Warrant Shares acquired
         upon the exercise of this Warrant, if not registered, will have
         restrictions upon resale imposed by state and federal securities laws.
<PAGE>
(c)      Nonwaiver and Expenses. No course of dealing or any delay or failure to
         exercise any right hereunder on the part of Holder shall operate as a
         waiver of such right or otherwise prejudice Holder's rights, powers or
         remedies, notwithstanding all rights hereunder terminate on the
         Termination Date. If the Company willfully and knowingly fails to
         comply with any provision of this Warrant, which results in any
         material damages to the Holder, the Company shall pay to Holder such
         amounts as shall be sufficient to cover any costs and expenses
         including, but not limited to, reasonable attorneys' fees, including
         those of appellate proceedings, incurred by Holder in collecting any
         amounts due pursuant hereto or in otherwise enforcing any of its
         rights, powers or remedies hereunder.

(d)      Notices. Any notice, request or other document required or permitted to
         be given or delivered to the Holder by the Company shall be delivered
         in accordance with the notice provisions of the Purchase Agreement.

(e)      Limitation of Liability. No provision hereof, in the absence of any
         affirmative action by Holder to exercise this Warrant or purchase
         Warrant Shares, and no enumeration herein of the rights or privileges
         of Holder, shall give rise to any liability of Holder for the purchase
         price of any Common Stock or as a stockholder of the Company, whether
         such liability is asserted by the Company or by creditors of the
         Company.

(f)      Remedies. Holder, in addition to being entitled to exercise all rights
         granted by law, including recovery of damages, will be entitled to
         specific performance of its rights under this Warrant. The Company
         agrees that monetary damages would not be adequate compensation for any
         loss incurred by reason of a breach by it of the provisions of this
         Warrant and hereby agrees to waive the defense in any action for
         specific performance that a remedy at law would be adequate.

(g)      Successors and Assigns. Subject to applicable securities laws, this
         Warrant and the rights and obligations evidenced hereby shall inure to
         the benefit of and be binding upon the successors of the Company and
         the successors and permitted assigns of Holder. The provisions of this
         Warrant are intended to be for the benefit of all Holders from time to
         time of this Warrant and shall be enforceable by any such Holder or
         holder of Warrant Shares.

(h)      Amendment. This Warrant may be modified or amended or the provisions
         hereof waived with the written consent of the Company and the Holder.

(i)      Severability. Wherever possible, each provision of this Warrant shall
         be interpreted in such manner as to be effective and valid under
         applicable law, but if any provision of this Warrant shall be
         prohibited by or invalid under applicable law, such provision shall be
         ineffective to the extent of such prohibition or invalidity, without
         invalidating the remainder of such provisions or the remaining
         provisions of this Warrant.

(j)      Headings. The headings used in this Warrant are for the convenience of
         reference only and shall not, for any purpose, be deemed a part of this
         Warrant.

                              ********************

IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its
officer thereunto duly authorized.

Dated:  July 14, 2003

                          WAVERIDER COMMUNICATIONS INC.

                             By:
                                    -------------------------------------------
                             Name:  T. Scott Worthington
                             Title:  Vice President and Chief Financial Officer


<PAGE>

NOTICE OF EXERCISE

To:        WaveRider Communications Inc.

The undersigned hereby elects to purchase ________ Warrant Shares of WaveRider
Communications Inc. pursuant to the terms of the attached Warrant (only if
exercised in full), and tenders herewith payment of the exercise price in full,
together with all applicable transfer taxes, if any.

Payment shall take the form of (check applicable box):

[  ] in lawful money of the United States; or

[ ] the cancellation of such number of Warrant Shares as is necessary, in
accordance with the formula set forth in subsection 3(d), to exercise this
Warrant with respect to the maximum number of Warrant Shares purchasable
pursuant to the cashless exercise procedure set forth in subsection 3(d).

Please issue a certificate or certificates representing said Warrant Shares in
the name of the undersigned or in such other name as is specified below:

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





The Warrant Shares shall be delivered to the following:

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

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

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

                     (4) Accredited Investor. The undersigned is an "accredited
investor" as defined in Regulation D promulgated

under the Securities Act of 1933, as amended.


                       [PURCHASER]

                       By: ______________________________

                           Name:
                           Title:

                         Dated: ________________________


<PAGE>



                                 ASSIGNMENT FORM

                    (To assign the foregoing warrant, execute
                   this form and supply required information.
                 Do not use this form to exercise the warrant.)

FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are
hereby assigned to

_______________________________________________ whose address is

________________________________________________________________.



________________________________________________________________


                         Dated: ______________, _______

                         Holder's Signature:_____________________________

                         Holder's Address: _____________________________

                                           _____________________________



Signature Guaranteed:  ___________________________________________


NOTE: The signature to this Assignment Form must correspond with the name as it
appears on the face of the Warrant, without alteration or enlargement or any
change whatsoever, and must be guaranteed by a bank or trust company. Officers
of corporations and those acting in a fiduciary or other representative capacity
should file proper evidence of authority to assign the foregoing Warrant.