EXHIBIT 10.8

                          REGISTRATION RIGHTS AGREEMENT

         REGISTRATION   RIGHTS  AGREEMENT  (this   "Agreement"),   dated  as  of
__________,  2001,  by and among  WaveRider  Communications  Inc., a corporation
organized  under  the  laws of the  State of  Nevada  (the  "Company"),  and the
undersigned (together with its affiliates, the "Initial Investor").

         WHEREAS:

         A. In connection with the Securities  Purchase  Agreement,  dated as of
December 8, 2000,  by and between  the  Company  and the Initial  Investor  (the
"Securities  Purchase  Agreement"),  the Company has agreed,  upon the terms and
subject to the conditions  contained  therein,  to issue and sell to the Initial
Investor (i) Convertible Notes (the "Notes") that are convertible into shares of
the Company's common stock, par value $.001 per share (the "Common Stock"),  and
(ii) warrants (the  "Warrants") to acquire shares of Common Stock. The shares of
Common Stock issuable upon conversion of or otherwise  pursuant to the Notes are
referred to herein as the  "Conversion  Shares"  and the shares of Common  Stock
issuable upon exercise of or otherwise  pursuant to the Warrants are referred to
herein as the "Warrant Shares."

         B. To induce the Initial Investor to execute and deliver the Securities
Purchase  Agreement,  the  Company  has agreed to provide  certain  registration
rights  under  the  Securities  Act of  1933,  as  amended,  and the  rules  and
regulations  thereunder,  or any similar  successor statute  (collectively,  the
"Securities Act"), and applicable state securities laws.

         NOW,  THEREFORE,  in  consideration  of the  premises  and  the  mutual
covenants  contained  herein  and other  good and  valuable  consideration,  the
receipt and  sufficiency of which are hereby  acknowledged,  the Company and the
Initial Investor hereby agree as follows:

         1.       DEFINITIONS.

                  (a) As used in this Agreement,  the following terms shall have
the following meanings:

                  (i) "Investors" means the Initial Investor and any transferees
or assignees who agree to become bound by the  provisions  of this  Agreement in
accordance with Section 9 hereof.

                  (ii) "register,"  "registered," and "registration"  refer to a
registration  effected  by  preparing  and filing a  Registration  Statement  or
Statements in compliance  with the Securities Act and pursuant to Rule 415 under
the Securities Act or any successor rule providing for offering  securities on a
continuous  basis ("Rule 415"), and the declaration or ordering of effectiveness
of such  Registration  Statement by the United  States  Securities  and Exchange
Commission (the "SEC").

                  (iii)  "Registrable   Securities"  means  (a)  the  Conversion
Shares,  (b) the Warrant  Shares and (c) any shares of capital  stock  issued or
issuable,  from time to time (with any adjustments),  as a distribution on or in
exchange  for or  otherwise  with  respect to any of the  foregoing,  whether as
default payments or otherwise.

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                  (iv) "Registration  Statement" means a registration  statement
of the Company under the
Securities Act.

                  (b)  Capitalized  terms used herein and not otherwise  defined
herein shall have the respective  meanings set forth in the Securities  Purchase
Agreement.

         2.       REGISTRATION.

                  (a) Mandatory Registration. The Company shall prepare promptly
and file with the SEC as soon as  practicable,  but in no event  later  than the
20th day following the date hereof (the "Filing Date"), a Registration Statement
on Form S-3 (or, if Form S-3 is not then available, on such form of Registration
Statement  as is  then  available  to  effect  a  registration  of  all  of  the
Registrable Securities, subject to the consent of the Initial Investor) covering
the  resale  of at  least  ________  Registrable  Securities.  The  Registration
Statement filed hereunder,  to the extent allowable under the Securities Act and
the Rules  promulgated  thereunder  (including Rule 416),  shall state that such
Registration  Statement  also covers  such  indeterminate  number of  additional
shares of Common Stock as may become  issuable upon  conversion of the Notes and
exercise of the Warrants to prevent dilution resulting from stock splits,  stock
dividends or similar  transactions.  The Registrable  Securities included in the
Registration  Statement  shall be  allocated  to the  Investors  as set forth in
Section  11(k)  hereof.  The  Registration  Statement  (and  each  amendment  or
supplement thereto, and each request for acceleration of effectiveness  thereof)
shall be provided to (and subject to the  approval of) the Initial  Investor and
its counsel prior to its filing or other submission.

                  (b)  Underwritten  Offering.  If any offering  pursuant to the
Registration  Statement pursuant to Section 2(a) hereof involves an underwritten
offering,  the  Investors  who hold a majority in  interest  of the  Registrable
Securities  subject  to such  underwritten  offering,  with the  consent  of the
Initial Investor if it is still holding Registrable  Securities,  shall have the
right to select one legal  counsel to represent  the Investors and an investment
banker or bankers  and manager or managers to  administer  the  offering,  which
investment  banker  or  bankers  or  manager  or  managers  shall be  reasonably
satisfactory  to the  Company.  In the  event  that any  Investors  elect not to
participate in such underwritten  offering,  the Registration Statement covering
all  of  the  Registrable   Securities  shall  contain   appropriate   plans  of
distribution  reasonably  satisfactory  to the Investors  participating  in such
underwritten  offering and the  Investors  electing not to  participate  in such
underwritten   offering   (including,   without   limitation,   the  ability  of
nonparticipating  Investors to sell from time to time and at any time during the
effectiveness of such Registration Statement). Notwithstanding the foregoing, if
the offering does not involve an underwritten  offer, the Investors shall not be
entitled to require that the offering be underwritten.

                  (c)  Payments  by the  Company.  The  Company  shall cause the
Registration  Statement  required to be filed pursuant to Section 2(a) hereof to
become  effective as soon as  practicable,  but in no event later than the 120th
day  following  the date hereof (the  "Registration  Deadline").  At the time of
effectiveness,  the Company shall ensure such  Registration  Statement covers at
least 100% of the  Registrable  Securities  issuable  pursuant  to the Notes and
Warrants (including, if necessary, by filing an amendment prior to the effective
date of the  Registration  Statement  to increase  the number of shares  covered
thereby).  If (i) (A) the  Registration  Statement  required  to be filed by the
Company  pursuant to Section  2(a) hereof is not filed with the SEC prior to the


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Filing Date or (B) such Registration  Statement  covering all of the Registrable
Securities  is not declared  effective by the SEC on or before the  Registration
Deadline  (except in the event that such  Registration  Statement shall not have
been  declared  effective  solely as the  result of a Fiscal  Quarter  Delay (as
defined  herein)),  or (ii)  if,  after  such  Registration  Statement  has been
declared  effective  by the  SEC,  sales  of any of the  Registrable  Securities
required to be covered by such Registration Statement cannot be made pursuant to
such Registration  Statement (by reason of a stop order or the Company's failure
to update the Registration  Statement or any other reason outside the control of
the  Investors),  or (iii)  the  Common  Stock is not  listed  or  included  for
quotation on the Nasdaq  National  Market  ("NNM"),  the Nasdaq  SmallCap Market
("SmallCap"),  the New York Stock  Exchange  (the "NYSE") or the American  Stock
Exchange  (the "AMEX") at any time after the  Registration  Deadline  hereunder,
then the Company will make payments to the Investors in such amounts and at such
times as shall be determined pursuant to this Section 2(c) as partial relief for
the  damages to the  Investors  by reason of any such delay in or  reduction  of
their  ability to sell the  Registrable  Securities  (which  remedy shall not be
exclusive  of any other  remedies  available  at law or in equity).  The Company
shall pay to each  Investor an amount equal to the product of (i) the  aggregate
Purchase  Price of the  Notes and  Warrants  held by such  Investor  (including,
without  limitation,  Notes that have been converted into Conversion  Shares and
Warrants that have been exercised for Warrant Shares then held by such Investor)
(the "Aggregate Share Price"),  multiplied by (ii) fifteen  thousandths  (.015),
for each 30-day period (or portion  thereof) (A) after the Filing Date and prior
to the date the Registration Statement is filed with the SEC pursuant to Section
2(a), (B) after the Registration Deadline and prior to the date the Registration
Statement  covering all of the Registrable  Securities is declared  effective by
the SEC, and (C) during which sales of any Registrable Securities cannot be made
pursuant to any such Registration Statement after the Registration Statement has
been  declared  effective  or the  Common  Stock is not listed or  included  for
quotation on the NNM,  SmallCap,  NYSE or AMEX;  provided,  however,  that there
shall be excluded from each such period any delays which are solely attributable
to  changes  (other  than  corrections  of  Company  mistakes  with  respect  to
information  previously  provided by the Investors) required by the Investors in
the  Registration   Statement  with  respect  to  information  relating  to  the
Investors,  including, without limitation,  changes to the plan of distribution.
(For example,  if the  Registration  Statement  covering all of the  Registrable
Securities is not effective by the Registration  Deadline, the Company would pay
$15,000 for each 30-day  period  thereafter  with respect to each  $1,000,000 of
Aggregate Share Price until the Registration  Statement becomes effective.) Such
amounts shall be paid in cash or, at each Investor's  option, may be convertible
into Common  Stock at the  "Conversion  Price" (as defined in the Notes) then in
effect.  Any shares of Common Stock issued upon conversion of such amounts shall
be Registrable  Securities.  If the Investor  desires to convert the amounts due
hereunder into Registrable  Securities it shall so notify the Company in writing
within two business  days after the date on which such amounts are first payable
in cash and such amounts shall be so convertible  (pursuant to the mechanics set
forth under Article III of the Notes),  beginning on the last day upon which the
cash amount would  otherwise be due in accordance  with the following  sentence.
Payments of cash pursuant hereto shall be made within five days after the end of
each  period  that gives rise to such  obligation,  provided  that,  if any such
period  extends for more than 30 days,  interim  payments shall be made for each
such 30-day period.  Notwithstanding  anything to the contrary contained in this
Section  2(c), no such amounts will be payable by the Company to an Investor for
the first 120 days after the date  hereof to the extent such  Investor  converts
any of the Notes  during  such  period  and the  Registration  Statement  is not
effective as of the date of such conversion.

                  (d)  Piggy-Back  Registrations.  If at any  time  prior to the
expiration  of the  Registration  Period (as  hereinafter  defined) and during a
period in which the  Registration  Statement  required  to be filed  pursuant to
Section  2(a)  is  not  effective,  the  Company  shall  file  with  the  SEC  a
Registration  Statement  relating  to an  offering  for its own  account  or the
account  of others  under the  Securities  Act of any of its  equity  securities
(other than on Form S-4 or Form S-8 or their then equivalents relating to equity
securities to be issued solely in connection  with any acquisition of any entity
or business or equity  securities  issuable in  connection  with stock option or
other employee  benefit plans),  the Company shall send to each Investor written
notice of such filing and, if within 15 days after the date of such notice, such
Investor  shall so  request  in  writing,  the  Company  shall  include  in such
Registration  Statement  all or any  part  of the  Registrable  Securities  such


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Investor  requests  to be  registered,  except that if, in  connection  with any
underwritten public offering, the managing underwriter(s) thereof shall impose a
limitation  on the number of shares of Common Stock which may be included in the
Registration Statement because, in such underwriter's or underwriters' judgment,
marketing or other  factors  dictate such  limitation is necessary to facilitate
public  distribution,  then the Company  shall be  obligated  to include in such
Registration  Statement only such limited portion of the Registrable  Securities
with respect to which such  Investor has  requested  inclusion  hereunder as the
underwriter shall permit. Any exclusion of Registrable  Securities shall be made
pro rata  among the  Investors  seeking to include  Registrable  Securities,  in
proportion to the number of Registrable Securities sought to be included by such
Investors; provided, however, that the Company shall not exclude any Registrable
Securities unless the Company has first excluded all outstanding securities, the
holders of which are not contractually  entitled to inclusion of such securities
in such  Registration  Statement or are not  contractually  entitled to pro rata
inclusion with the Registrable Securities; and provided, further, however, that,
after giving  effect to the  immediately  preceding  proviso,  any  exclusion of
Registrable  Securities  shall be made pro rata with holders of other securities
having the  contractual  right to include such  securities  in the  Registration
Statement other than holders of securities  contractually  entitled to inclusion
of  their  securities  in  such  Registration  Statement  by  reason  of  demand
registration  rights.  No right to registration of Registrable  Securities under
this Section 2(d) shall be construed to limit any  registration  required  under
Section  2(a)  hereof.  If an offering in  connection  with which an Investor is
entitled to registration  under this Section 2(d) is an  underwritten  offering,
then  each  Investor   whose   Registrable   Securities  are  included  in  such
Registration  Statement shall, unless otherwise agreed by the Company, offer and
sell such  Registrable  Securities in an  underwritten  offering  using the same
underwriter or underwriters and, subject to the provisions of this Agreement, on
the same terms and  conditions as other shares of Common Stock  included in such
underwritten offering.

                  (e)  Eligibility  for Form S-3.  The  Company  represents  and
warrants that, as of the date hereof,  it meets the  requirements for the use of
Form S-3 for  registration  of the sale by the  Initial  Investor  and any other
Investor of the  Registrable  Securities  and the Company shall file all reports
required  to be filed by the  Company  with the SEC in a timely  manner so as to
maintain such eligibility for the use of Form S-3.

                  3.  OBLIGATIONS  OF  THE  COMPANY.   In  connection  with  the
registration of the Registrable Securities, the Company shall have the following
obligations:

                  (a) The Company shall respond promptly to any and all comments
made by the staff of the SEC to the Registration  Statement  required by Section
2(a), and shall submit to the SEC,  before the close of business on the business
day  immediately  following the business day on which the Company learns (either
by telephone or in writing) that no review of such  Registration  Statement will
be made by the SEC or that the staff of the SEC has no further  comments on such
Registration  Statement,  as the case may be, a request for  acceleration of the
effectiveness  of such  Registration  Statement  to a time  and  date as soon as
practicable;  provided,  however, that (unless expressly permitted in writing by
the Investors) no such request for acceleration  shall be made during the period
beginning on the tenth  trading day  immediately  preceding  the end of a fiscal
quarter of the  Company  and ending on the second  business  day  following  the
release by the Company of its earnings statement for such fiscal quarter (such a
delay  in  filing  a  request  for  acceleration  of  the  effectiveness  of the
Registration  Statement  being  referred to as a "Fiscal  Quarter  Delay").  The
Company shall keep such Registration Statement effective pursuant to Rule 415 at
all times  until such date as is the earlier of (i) the date on which all of the
Registrable  Securities  have  been  sold and (ii) the date on which  all of the
Registrable  Securities  (in the  reasonable  opinion of counsel to the  Initial


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Investor)  may  be  immediately  sold  to the  public  without  registration  or
restriction  pursuant to Rule 144(k) under the  Securities  Act or any successor
provision (the "Registration  Period"),  which Registration Statement (including
any amendments or supplements thereto and prospectuses contained therein and all
documents  incorporated  by reference  therein) (i) shall comply in all material
respects  with  the  requirements  of the  Securities  Act  and  the  rules  and
regulations  of the SEC  promulgated  thereunder  and (ii) shall not contain any
untrue statement of a material fact or omit to state a material fact required to
be stated therein,  or necessary to make the statements  therein not misleading.
The financial  statements of the Company included in the Registration  Statement
or  incorporated  by  reference  therein  will comply as to form in all material
respects with the applicable accounting requirements and the published rules and
regulations  of  the  SEC  applicable  with  respect  thereto.   Such  financial
statements  will  be  prepared  in  accordance  with  U.S.   generally  accepted
accounting principles, consistently applied, during the periods involved (except
(i) as may be otherwise  indicated  in such  financial  statements  or the notes
thereto, or (ii) in the case of unaudited interim statements, to the extent they
may not include  footnotes or may be condensed on summary  statements and fairly
present in all material  respects  the  consolidated  financial  position of the
Company  and its  consolidated  subsidiaries  as of the  dates  thereof  and the
consolidated  results of their  operations  and cash flows for the periods  then
ended  (subject,  in the case of unaudited  statements,  to immaterial  year-end
adjustments).

                  (b) The  Company  shall  prepare  and  file  with the SEC such
amendments  (including   post-effective   amendments)  and  supplements  to  the
Registration   Statement  and  the  prospectus   used  in  connection  with  the
Registration  Statement as may be necessary to keep the  Registration  Statement
effective at all times during the Registration  Period, and, during such period,
comply with the provisions of the Securities Act with respect to the disposition
of  all  Registrable  Securities  of the  Company  covered  by the  Registration
Statement  until  such  time as all of such  Registrable  Securities  have  been
disposed of in accordance with the intended methods of disposition by the seller
or sellers thereof as set forth in the Registration Statement.

                  (c)  The  Company  shall   furnish  to  each  Investor   whose
Registrable  Securities are included in the Registration Statement and its legal
counsel (i) promptly after the same is prepared and publicly distributed,  filed
with the SEC, or received by the Company, one copy of the Registration Statement
and any amendment thereto,  each preliminary  prospectus and prospectus and each
amendment or supplement thereto, and, in the case of the Registration  Statement
referred to in Section 2(a),  each letter written by or on behalf of the Company
to the SEC or the staff of the SEC (including,  without limitation,  any request
to  accelerate  the  effectiveness  of the  Registration  Statement or amendment
thereto),  and each item of correspondence from the SEC or the staff of the SEC,
in each case relating to the Registration  Statement (other than any portion, if
any,  thereof  which  contains  information  for which the  Company  has  sought
confidential  treatment),  (ii) on the date of effectiveness of the Registration
Statement or any  amendment  thereto,  a notice  stating  that the  Registration
Statement or amendment  has been  declared  effective,  and (iii) such number of
copies of a prospectus,  including a preliminary prospectus,  and all amendments
and supplements thereto and such other documents as such Investor may reasonably
request in order to facilitate  the  disposition of the  Registrable  Securities
owned by such Investor.

                  (d) The Company shall use its best efforts to (i) register and
qualify the Registrable  Securities covered by the Registration  Statement under
such other  securities  or "blue sky" laws of such  jurisdictions  in the United
States  as  each  Investor  who  holds  Registrable   Securities  being  offered
reasonably  requests,   (ii)  prepare  and  file  in  those  jurisdictions  such
amendments  (including  post-effective   amendments)  and  supplements  to  such
registrations   and   qualifications   as  may  be  necessary  to  maintain  the
effectiveness  thereof  during the  Registration  Period,  (iii) take such other
actions as may be necessary to maintain such registrations and qualifications in
effect at all times  during  the  Registration  Period,  and (iv) take all other
actions reasonably necessary or advisable to qualify the Registrable  Securities
for sale in such jurisdictions; provided, however, that the Company shall not be
required in connection  therewith or as a condition thereto to (a) qualify to do
business in any jurisdiction where it would not otherwise be required to qualify
but for this Section 3(d),  (b) subject  itself to general  taxation in any such
jurisdiction,  (c) file a general  consent  to  service  of  process in any such
jurisdiction,  (d) provide any undertakings that cause the Company undue expense
or burden,  or (e) make any change in its charter or bylaws,  which in each case
the Board of  Directors  of the  Company  determines  to be contrary to the best
interests of the Company and its stockholders.

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                  (e) In the event the Investors who hold a majority in interest
of the Registrable  Securities being offered in an offering select  underwriters
for the offering, the Company shall enter into and perform its obligations under
an  underwriting  agreement,  in usual and customary  form,  including,  without
limitation,  customary  indemnification and contribution  obligations,  with the
underwriters of such offering.

                  (f) As promptly as  practicable  after  becoming aware of such
event,  the Company shall notify each Investor by telephone and facsimile of the
happening of any event, of which the Company has knowledge, as a result of which
the  prospectus  included  in the  Registration  Statement,  as then in  effect,
includes an untrue  statement of a material fact or omission to state a material
fact required to be stated therein or necessary to make the  statements  therein
not  misleading,  and, use its best efforts  promptly to prepare a supplement or
amendment to the  Registration  Statement  to correct  such untrue  statement or
omission,  and deliver such number of copies of such  supplement or amendment to
each Investor as such Investor may reasonably  request.  Investor agrees to keep
such information confidential until such information becomes publicly disclosed.

                  (g) The Company  shall use its best efforts (i) to prevent the
issuance  of  any  stop  order  or  other   suspension  of  effectiveness  of  a
Registration  Statement,  and,  if  such an  order  is  issued,  to  obtain  the
withdrawal of such order at the earliest  practicable  moment (including in each
case by amending  or  supplementing  such  Registration  Statement)  and (ii) to
notify each  Investor who holds  Registrable  Securities  being sold (or, in the
event of an underwritten offering, the managing underwriters) of the issuance of
such order and the  resolution  thereof (and if such  Registration  Statement is
supplemented  or amended,  deliver such number of copies of such  supplement  or
amendment to each Investor as such Investor may reasonably request).

                  (h)  The  Company  shall  permit  a  single  firm  of  counsel
designated by the Initial Investor to review the Registration  Statement and all
amendments  and  supplements  thereto a  reasonable  period of time prior to its
filing with the SEC,  and not file any  document in a form to which such counsel
reasonably objects.

                  (i) The Company shall make generally available to its security
holders as soon as practical,  but not later than 90 days after the close of the
period  covered  thereby,  an earnings  statement  (in form  complying  with the
provisions  of Rule 158 under the  Securities  Act)  covering a 12-month  period
beginning  not later than the first day of the  Company's  fiscal  quarter  next
following the effective date of the Registration Statement.

                  (j)  At  the  request  of  any  Investor  in  the  case  of an
underwritten  public  offering,  the  Company  shall  furnish,  on the  date  of
effectiveness  of the  Registration  Statement (i) an opinion,  dated as of such
date, from counsel  representing  the Company  addressed to the Investors and in
form,  scope and substance as is  customarily  given in an  underwritten  public
offering  and (ii) a letter,  dated such date,  from the  Company's  independent
certified  public  accountants in form and substance as is customarily  given by
independent  certified  public  accountants to  underwriters  in an underwritten
public offering, addressed to the underwriters, if any, and the Investors.

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                  (k) The Company shall make available for inspection by (i) any
Investor, (ii) any underwriter  participating in any disposition pursuant to the
Registration Statement,  (iii) one firm of attorneys and one firm of accountants
or other  agents  retained  by the  Investors,  and  (iv) one firm of  attorneys
retained by all such underwriters (collectively, the "Inspectors") all pertinent
financial and other records, and pertinent corporate documents and properties of
the  Company  (collectively,  the  "Records"),  as  shall be  reasonably  deemed
necessary  by each  Inspector  to enable  each  Inspector  to  exercise  its due
diligence  responsibility,  and  cause the  Company's  officers,  directors  and
employees to supply all information  which any Inspector may reasonably  request
for purposes of such due diligence; provided, however, that each Inspector shall
hold in confidence and shall not make any disclosure  (except to an Investor) of
any Record or other information which the Company determines in good faith to be
confidential,  and of which determination the Inspectors are so notified, unless
(a)  the  disclosure  of such  Records  is  necessary  to  avoid  or  correct  a
misstatement or omission in any Registration Statement,  (b) the release of such
Records  is  ordered  pursuant  to a  subpoena  or other  order  from a court or
government  body  of  competent  jurisdiction,  or (c) the  information  in such
Records has been made generally available to the public other than by disclosure
in violation of this or any other  agreement.  The Company shall not be required
to disclose any confidential  information in such Records to any Inspector until
and unless such Inspector shall have entered into confidentiality agreements (in
form and  substance  satisfactory  to the Company) with the Company with respect
thereto,  substantially  in the form of this Section 3(k).  Each Investor agrees
that it shall,  upon learning that disclosure of such Records is sought in or by
a court or governmental  body of competent  jurisdiction or through other means,
give prompt  notice to the Company and allow the  Company,  at its  expense,  to
undertake appropriate action to prevent disclosure of, or to obtain a protective
order for, the Records  deemed  confidential.  Nothing herein shall be deemed to
limit the Investors' ability to sell Registrable Securities in a manner which is
otherwise consistent with applicable laws and regulations.

                  (l) The  Company  shall  hold in  confidence  and not make any
disclosure of information  concerning an Investor provided to the Company unless
(i) disclosure of such  information is necessary to comply with federal or state
securities  laws, (ii) the disclosure of such  information is necessary to avoid
or correct a misstatement or omission in any Registration  Statement,  (iii) the
release of such  information  is ordered  pursuant  to a subpoena or other order
from  a  court  or  governmental  body  of  competent  jurisdiction,  (iv)  such
information  has been made  generally  available  to the  public  other  than by
disclosure  in violation of this or any other  agreement,  or (v) such  Investor
consents to the form and content of any such disclosure. The Company agrees that
it shall,  upon  learning  that  disclosure  of such  information  concerning an
Investor  is  sought  in  or  by a  court  or  governmental  body  of  competent
jurisdiction  or through other means,  give prompt notice to such Investor prior
to making such disclosure,  and allow the Investor, at its expense, to undertake
appropriate  action to prevent  disclosure  of, or to obtain a protective  order
for, such information.

                  (m) The Company shall use its best efforts to promptly  either
(i)  cause  all of  the  Registrable  Securities  covered  by  the  Registration
Statement  to be listed on the NYSE or the AMEX or another  national  securities
exchange and on each additional national securities exchange on which securities
of the same class or series  issued by the Company are then  listed,  if any, if
the listing of such Registrable  Securities is then permitted under the rules of
such  exchange,  or (ii)  secure the  designation  and  quotation  of all of the
Registrable  Securities  covered  by the  Registration  Statement  on the NNM or
SmallCap and, without  limiting the generality of the foregoing,  to arrange for
or maintain at least two market makers to register with the National Association
of Securities  Dealers,  Inc.  ("NASD") as such with respect to such Registrable
Securities.

                  (n) The Company shall provide a transfer  agent and registrar,
which may be a single entity, for the Registrable  Securities not later than the
effective date of the Registration Statement.

                                       7
<PAGE>

                  (o) The Company  shall  cooperate  with the Investors who hold
Registrable   Securities   being  offered  and  the  managing   underwriter   or
underwriters,  if any, to  facilitate  the timely  preparation  and  delivery of
certificates  (not bearing any  restrictive  legends)  representing  Registrable
Securities to be offered pursuant to the Registration  Statement and enable such
certificates to be in such denominations or amounts,  as the case may be, as the
managing  underwriter or  underwriters,  if any, or the Investors may reasonably
request  and   registered  in  such  names  as  the  managing   underwriter   or
underwriters,  if any, or the Investors may request,  and, within three business
days after the Registration  Statement which includes Registrable  Securities is
ordered  effective by the SEC, the Company shall deliver,  and shall cause legal
counsel  selected  by the  Company to  deliver,  to the  transfer  agent for the
Registrable   Securities  (with  copies  to  the  Investors  whose   Registrable
Securities  are  included in such  Registration  Statement),  an opinion of such
counsel in the form attached hereto as Exhibit 1.

                  (p) At the request of any Investor,  the Company shall prepare
and file with the SEC such amendments (including post-effective  amendments) and
supplements  to a Registration  Statement and the prospectus  used in connection
with such Registration Statement as may be necessary in order to change the plan
of distribution set forth in such Registration Statement.

                  (q) The Company shall comply with all applicable  laws related
to a  Registration  Statement  and  offering  and  sale  of  securities  and all
applicable  rules and  regulations  of  governmental  authorities  in connection
therewith (including,  without limitation, the Securities Act and the Securities
Exchange Act of 1934, as amended,  and the rules and regulations  promulgated by
the SEC.)

                  (r) From and after  the date of this  Agreement,  the  Company
shall not,  and shall not agree to, allow the holders of any  securities  of the
Company to include any of their securities which are not Registrable  Securities
in the  Registration  Statement  under  Section 2(a) hereof or any  amendment or
supplement  thereto  under  Section 3(b) hereof,  other than  securities  of the
Company issued to brokers and finders set forth on Schedule 3(r) hereof, without
the  consent  of the  holders  of a  majority  in  interest  of the  Registrable
Securities.

                  4.  OBLIGATIONS  OF THE  INVESTORS.  In  connection  with  the
registration  of the  Registrable  Securities,  the  Investors  shall  have  the
following obligations:

                  (a) It shall be a condition  precedent to the  obligations  of
the Company to complete the registration pursuant to this Agreement with respect
to the Registrable  Securities of a particular Investor that such Investor shall
furnish to the  Company  such  information  regarding  itself,  the  Registrable
Securities  held by it and the intended method of disposition of the Registrable
Securities held by it as shall be reasonably required to effect the registration
of such  Registrable  Securities  and shall execute such documents in connection
with such  registration  as the Company may  reasonably  request.  At least five
trading  days prior to the first  anticipated  filing  date of the  Registration
Statement, the Company shall notify each Investor of the information the Company
requires from each such Investor.

                  (b)  Each  Investor,  by  such  Investor's  acceptance  of the
Registrable  Securities,  agrees to  cooperate  with the  Company as  reasonably
requested by the Company in connection  with the  preparation  and filing of the
Registration Statement hereunder,  unless such Investor has notified the Company
in  writing  of such  Investor's  election  to  exclude  all of such  Investor's
Registrable Securities from such Registration Statement.

                  (c) In the event  Investors  holding a majority in interest of
the Registrable  Securities being offered determine to engage the services of an
underwriter,  each  Investor  agrees to enter into and perform  such  Investor's
obligations  under an  underwriting  agreement,  in usual  and  customary  form,
including,  without  limitation,   customary  indemnification  and  contribution
obligations,  with the  underwriter(s) of such offering and the Company and take
such other actions as are reasonably required in order to expedite or facilitate
the disposition of the Registrable Securities, unless such Investor has notified
the Company in writing of such  Investor's  election not to  participate in such
underwritten distribution.

                                       8
<PAGE>

                  (d) Each Investor agrees that, upon receipt of any notice from
the Company of the happening of any event of the kind described in Sections 3(f)
or 3(g), such Investor will immediately  discontinue  disposition of Registrable
Securities  pursuant to the  Registration  Statement  covering such  Registrable
Securities  until such Investor's  receipt of the copies of the  supplemented or
amended prospectus  contemplated by Sections 3(f) or 3(g) and, if so directed by
the Company,  such Investor  shall deliver to the Company (at the expense of the
Company) or destroy (and deliver to the Company a  certificate  of  destruction)
all  copies in such  Investor's  possession,  of the  prospectus  covering  such
Registrable   Securities  current  at  the  time  of  receipt  of  such  notice.
Notwithstanding anything to the contrary,  subject to compliance with applicable
laws, the Company shall cause the transfer agent for the Registrable  Securities
to deliver  unlegended  shares of Common Stock to a transferee of an Investor in
accordance  with the terms of the Notes and Warrants in connection with any sale
of Registrable Securities with respect to which such Investor has entered into a
contract  for sale prior to receipt of such  notice and for which such  Investor
has not yet settled.

                  (e)  No  Investor   may   participate   in  any   underwritten
distribution  hereunder  unless such Investor (i) agrees to sell such Investor's
Registrable Securities on the basis provided in any underwriting arrangements in
usual and  customary  form  entered  into by the  Company,  (ii)  completes  and
executes  all  questionnaires,  powers of  attorney,  indemnities,  underwriting
agreements  and  other  documents  reasonably  required  under the terms of such
underwriting  arrangements,  (iii)  agrees  to pay its  pro  rata  share  of all
underwriting  discounts  and  commissions  and any  expenses  in excess of those
payable by the Company  pursuant to Section 5 below,  and (iv) complies with all
applicable  laws  in  connection  therewith.  Notwithstanding  anything  in this
Section  4(e) to the  contrary,  this  Section  4(e) is not intended to limit an
Investor's rights under Sections 2(a) or 3(b) hereof.

                  (f) Based on the  reasonable  determination  of the  Company's
Board of Directors that there is a valid business  purpose to do so, the Company
may suspend the use of the  prospectus  relating to the  Registration  Statement
required to be filed  pursuant to Section  2(a) for two distinct  periods,  such
periods  aggregating a total of 30 days or less, within any 12-month period. The
Company shall in no event be required to disclose the business purpose for which
it has  suspended the use of such  prospectus  if the Company  determines in its
good faith judgment that such business purpose should remain  confidential.  The
Investors  shall notify the Company  promptly after the last of its  Registrable
Securities has been sold. The Investors agree not to sell any of the Registrable
Securities  unless (A) the  Registrable  Securities have been sold in accordance
with  the  Registration  Statement,   the  Securities  Act  and  the  rules  and
regulations  promulgated  under  the  Securities  Act and any  applicable  state
securities  or blue sky laws and (B) the  requirement  of  delivering  a current
prospectus has been satisfied.

         5. EXPENSES OF REGISTRATION.  All reasonable  expenses  incurred by the
Company  or  the  Investors  in  connection  with   registrations,   filings  or
qualifications  pursuant  to  Sections  2  and  3  above,   including,   without
limitation,  all registration,  listing and  qualifications  fees,  printers and
accounting  fees, the fees and  disbursements of counsel for the Company and the
fees and  disbursements  of one counsel selected by the Investors shall be borne
by  the  Company;  provided,   however,  that  all  underwriting  discounts  and
commissions  shall be borne by the  Investors  and the fees and  expenses of the
Investors'  counsel shall be subject to the  limitation on expenses set forth in
Section 4(f) of the  Securities  Purchase  Agreement.  In addition,  the Company
shall  pay all of the  Investors'  costs and  expenses  (including  legal  fees)
incurred  in  connection  with the  enforcement  of the rights of the  Investors
hereunder.

                  6.  INDEMNIFICATION.  In the event any Registrable  Securities
are included in a Registration Statement under this Agreement:

                                       9
<PAGE>

                  (a)  To  the  extent   permitted  by  law,  the  Company  will
indemnify, hold harmless and defend (i) each Investor who holds such Registrable
Securities, and (ii) the directors,  officers,  partners, members, employees and
agents of such  Investor and each person who  controls  any Investor  within the
meaning  of  Section 15 of the  Securities  Act or Section 20 of the  Securities
Exchange  Act of 1934,  as amended  (the  "Exchange  Act"),  if any,  (each,  an
"Indemnified  Person"),  against any joint or several losses,  claims,  damages,
liabilities  or expenses  (collectively,  together with actions,  proceedings or
inquiries by any regulatory or self-regulatory  organization,  whether commenced
or  threatened,  in respect  thereof,  "Claims") to which any of them may become
subject  insofar as such Claims  arise out of or are based upon:  (i) any untrue
statement  or alleged  untrue  statement  of a material  fact in a  Registration
Statement or the omission or alleged  omission to state  therein a material fact
required  to  be  stated  or  necessary  to  make  the  statements  therein  not
misleading,  (ii) any untrue statement or alleged untrue statement of a material
fact contained in any preliminary prospectus if used prior to the effective date
of such Registration Statement, or contained in the final prospectus (as amended
or  supplemented,  if the  Company  files any  amendment  thereof or  supplement
thereto with the SEC) or the omission or alleged  omission to state  therein any
material fact  necessary to make the  statements  made therein,  in light of the
circumstances  under which the  statements  therein were made,  not  misleading;
provided,  however,  the Investor shall only be entitled to the  indemnification
specified under Sections 6(a)(i) and 6(a)(ii) hereof if the Investor delivered a
prospectus provided by the Company pursuant to Section 3(c) hereof, or (iii) any
violation  or alleged  violation  by the  Company  of the  Securities  Act,  the
Exchange Act, any other law, including, without limitation, any state securities
law, or any rule or regulation  thereunder  relating to the offer or sale of the
Registrable  Securities (the matters in the foregoing  clauses (i) through (iii)
being,  collectively,  "Violations").  Subject to the  restrictions set forth in
Section  6(c) with  respect to the number of legal  counsel,  the Company  shall
reimburse  the  Investors and each other  Indemnified  Person,  promptly as such
expenses are incurred and are due and payable,  for any reasonable legal fees or
other reasonable  expenses incurred by them in connection with  investigating or
defending  any such Claim.  Notwithstanding  anything to the contrary  contained
herein, the indemnification  agreement contained in this Section 6(a): (i) shall
not apply to a Claim  arising out of or based upon a Violation  which  occurs in
reliance upon and in  conformity  with  information  furnished in writing to the
Company  by  such  Indemnified  Person  expressly  for  use in the  Registration
Statement or any such amendment  thereof or supplement  thereto;  (ii) shall not
apply to amounts paid in settlement of any Claim if such  settlement is effected
without the prior  written  consent of the Company,  which  consent shall not be
unreasonably  withheld;  and (iii) with respect to any  preliminary  prospectus,
shall not inure to the benefit of any Indemnified Person if the untrue statement
or  omission  of material  fact  contained  in the  preliminary  prospectus  was
corrected on a timely basis in the prospectus,  as then amended or supplemented,
if such corrected  prospectus was timely made available by the Company  pursuant
to Section  3(c) hereof,  and the  Indemnified  Person was  promptly  advised in
writing not to use the  incorrect  prospectus  prior to the use giving rise to a
Violation and such Indemnified  Person,  notwithstanding  such advice,  used it.
Such  indemnity  shall  remain  in  full  force  and  effect  regardless  of any
investigation  made by or on behalf of the Indemnified  Person and shall survive
the transfer of the Registrable  Securities by the Investors pursuant to Section
9 hereof.

                  (b) In connection with any Registration  Statement in which an
Investor is  participating,  each such Investor agrees severally and not jointly
to  indemnify,  hold  harmless  and  defend,  to the same extent and in the same
manner set forth in Section 6(a), the Company,  each of its  directors,  each of
its officers who signs the  Registration  Statement,  its employees,  agents and
each person,  if any, who controls the Company  within the meaning of Section 15
of the  Securities  Act or  Section  20 of  the  Exchange  Act,  and  any  other
stockholder selling securities pursuant to the Registration  Statement or any of
its directors or officers or any person who controls such stockholder within the
meaning of the  Securities  Act or the Exchange Act  (collectively  and together
with an Indemnified Person, an "Indemnified Party"),  against any Claim to which
any of them may become  subject,  under the Securities  Act, the Exchange Act or


                                       10
<PAGE>

otherwise,  insofar as such Claim arises out of or is based upon any  Violation,
in each case to the extent (and only to the extent) that such  Violation  occurs
in reliance upon and in  conformity  with written  information  furnished to the
Company by such Investor  expressly for use in connection with such Registration
Statement; and subject to Section 6(c) such Investor will reimburse any legal or
other expenses  (promptly as such expenses are incurred and are due and payable)
reasonably  incurred by them in connection with  investigating  or defending any
such Claim;  provided,  however,  that the indemnity agreement contained in this
Section 6(b) shall not apply to amounts paid in  settlement of any Claim if such
settlement is effected without the prior written consent of such Investor, which
consent shall not be unreasonably withheld; provided, further, however, that the
Investor shall be liable under this Agreement  (including  this Section 6(b) and
Section 7) for only that  amount as does not exceed  the net  proceeds  actually
received  by such  Investor  as a result of the sale of  Registrable  Securities
pursuant to such  Registration  Statement.  Such indemnity  shall remain in full
force and effect  regardless of any  investigation  made by or on behalf of such
Indemnified  Party and shall survive the transfer of the Registrable  Securities
by the Investors pursuant to Section 9 hereof.  Notwithstanding  anything to the
contrary  contained  herein,  the  indemnification  agreement  contained in this
Section 6(b) with respect to any preliminary  prospectus  shall not inure to the
benefit of any Indemnified Party if the untrue statement or omission of material
fact contained in the preliminary  prospectus was corrected on a timely basis in
the prospectus, as then amended or supplemented.

                  (c)  Promptly  after  receipt  by  an  Indemnified  Person  or
Indemnified  Party  under this  Section 6 of notice of the  commencement  of any
action  (including  any  governmental   action),   such  Indemnified  Person  or
Indemnified  Party shall,  if a Claim in respect  thereof is to made against any
indemnifying  party under this  Section 6, deliver to the  indemnifying  party a
written notice of the commencement  thereof,  and the  indemnifying  party shall
have the right to participate in, and, to the extent the  indemnifying  party so
desires,  jointly with any other indemnifying party similarly noticed, to assume
control  of the  defense  thereof  with  counsel  mutually  satisfactory  to the
indemnifying  party and the Indemnified  Person or the Indemnified Party, as the
case may be;  provided,  however,  that  such  indemnifying  party  shall not be
entitled to assume such defense and an Indemnified  Person or Indemnified  Party
shall have the right to retain its own counsel  with the fees and expenses to be
paid by the  indemnifying  party,  if,  in the  reasonable  opinion  of  counsel
retained by the indemnifying  party, the  representation  by such counsel of the
Indemnified  Person or  Indemnified  Party and the  indemnifying  party would be
inappropriate  due to actual or  potential  conflicts  of interest  between such
Indemnified  Person or Indemnified Party and any other party represented by such
counsel in such proceeding or the actual or potential  defendants in, or targets
of, any such action include both the Indemnified Person or the Indemnified Party
and the indemnifying  party and any such Indemnified Person or Indemnified Party
reasonably  determines  that  there  may be  legal  defenses  available  to such
Indemnified  Person or  Indemnified  Party  which  are in  conflict  with  those
available to such indemnifying  party. The indemnifying party shall pay for only
one  separate  legal  counsel  for the  Indemnified  Persons or the  Indemnified
Parties,  as  applicable,  and such legal counsel shall be selected by Investors
holding a  majority-in-interest  of the Registrable  Securities  included in the
Registration  Statement  to which the Claim  relates  (with the  approval of the
Initial  Investor  if  it  holds   Registrable   Securities   included  in  such
Registration  Statement),  if the  Investors  are  entitled  to  indemnification
hereunder,  or by the  Company,  if the Company is  entitled to  indemnification
hereunder,  as  applicable.  The  failure  to  deliver  written  notice  to  the
indemnifying  party within a  reasonable  time of the  commencement  of any such
action  shall  not  relieve  such  indemnifying  party of any  liability  to the
Indemnified  Person or  Indemnified  Party  under this  Section 6, except to the
extent  that the  indemnifying  party is actually  prejudiced  in its ability to
defend such action. The indemnification required by this Section 6 shall be made
by  periodic   payments  of  the  amount   thereof  during  the  course  of  the
investigation or defense, as such expense, loss, damage or liability is incurred
and is due and payable.

                                       11
<PAGE>

         7. CONTRIBUTION.  To the extent any  indemnification by an indemnifying
party is prohibited or limited by law, the indemnifying party agrees to make the
maximum contribution with respect to any amounts for which it would otherwise be
liable under Section 6 to the fullest extent  permitted by law as is appropriate
to reflect the relative fault of the  indemnifying  party,  on the one hand, and
the  Indemnified  Person or Indemnified  Party, as the case may be, on the other
hand,  with  respect  to the  Violation  giving  rise to the  applicable  Claim;
provided,  however,  that (i) no contribution shall be made under  circumstances
where the maker would not have been liable for  indemnification  under the fault
standards  set  forth  in  Section  6,  (ii)  no  person  guilty  of  fraudulent
misrepresentation  (within the meaning of Section 11(f) of the  Securities  Act)
shall be entitled to contribution from any seller of Registrable  Securities who
was not  guilty of such  fraudulent  misrepresentation,  and (iii)  contribution
(together with any indemnification or other obligations under this Agreement) by
any  seller of  Registrable  Securities  shall be  limited  in amount to the net
amount of proceeds  received  by such  seller from the sale of such  Registrable
Securities.

         8. REPORTS UNDER THE EXCHANGE  ACT. With a view to making  available to
the Investors the benefits of Rule 144  promulgated  under the Securities Act or
any other  similar rule or regulation of the SEC that may at any time permit the
Investors to sell  securities of the Company to the public without  registration
("Rule 144"), the Company agrees to:

                  (a) file  with the SEC in a  timely  manner  and make and keep
available  all reports  and other  documents  required of the Company  under the
Securities  Act and the Exchange Act so long as the Company  remains  subject to
such  requirements  (it being  understood  that  nothing  herein shall limit the
Company's  obligations under Section 4(c) of the Securities  Purchase Agreement)
and the filing and  availability of such reports and other documents is required
for the applicable provisions of Rule 144; and

                  (b) furnish to each  Investor so long as such  Investor  holds
Notes, Warrants or Registrable Securities,  promptly upon request, (i) a written
statement by the Company that it has complied with the reporting requirements of
Rule 144,  the  Securities  Act and the  Exchange  Act,  (ii) a copy of the most
recent  annual or  quarterly  report of the Company  and such other  reports and
documents so filed by the Company,  and (iii) such other  information  as may be
reasonably  requested to permit the Investors to sell such securities under Rule
144 without registration.

         9.  ASSIGNMENT  OF  REGISTRATION  RIGHTS.  The rights of the  Investors
hereunder,  including  the  right  to  have  the  Company  register  Registrable
Securities pursuant to this Agreement, shall be automatically assignable by each
Investor to any  transferee of all or any portion of the Notes,  the Warrants or
the  Registrable  Securities  if: (i) the  Investor  agrees in writing  with the
transferee  or assignee to assign such rights,  and a copy of such  agreement is
furnished to the Company  after such  assignment,  (ii) the Company is furnished
with written notice of (a) the name and address of such  transferee or assignee,
and (b) the securities with respect to which such registration  rights are being
transferred  or assigned,  (iii)  following  such  transfer or  assignment,  the
further  disposition  of  such  securities  by the  transferee  or  assignee  is
restricted  under the Securities Act and applicable  state securities laws, (iv)
the  transferee or assignee  agrees in writing for the benefit of the Company to
be bound by all of the provisions  contained herein, and (v) such transfer shall
have been made in accordance with the applicable  requirements of the Securities
Purchase Agreement, the Notes and the Warrants, as applicable.  In addition, and
notwithstanding  anything  to the  contrary  contained  in this  Agreement,  the
Securities  Purchase  Agreement,  the Notes or the Warrants,  the Securities (as
defined in the Securities Purchase Agreement) may be pledged,  and all rights of
the Investors under this Agreement or any other agreement or document related to
the transactions contemplated hereby may be assigned, without further consent of
the Company,  to a bona fide pledgee in connection with an Investor's  margin or
brokerage account.

                                       12
<PAGE>

         10. AMENDMENT OF REGISTRATION RIGHTS.  Provisions of this Agreement may
be amended and the observance  thereof may be waived  (either  generally or in a
particular  instance  and  either  retroactively  or  prospectively),  only with
written consent of the Company,  the Initial Investor (to the extent the Initial
Investor still owns Notes, Warrants or Registrable Securities) and Investors who
hold a majority in interest of the  Registrable  Securities or, in the case of a
waiver,  with the written  consent of the party charged with the  enforcement of
any such provision;  provided, however, that no amendment hereto which restricts
the  ability  of an  Investor  to elect not to  participate  in an  underwritten
offering  shall be  effective  against  any  Investor  which does not consent in
writing to such amendment;  provided,  further,  however,  that no consideration
shall be paid to an  Investor  by the Company in  connection  with an  amendment
hereto  unless each Investor  similarly  affected by such  amendment  receives a
pro-rata amount of consideration from the Company.  Unless an Investor otherwise
agrees, each amendment hereto must similarly affect each Investor. Any amendment
or waiver effected in accordance with this Section 10 shall be binding upon each
Investor and the Company.

         11.  DELAY  PERIOD.  If at any  time  prior  to the  expiration  of the
Registration  Period,  the  Company  is  advised  in  writing  by  a  nationally
recognized  investment banking firm selected by the Company that, in such firm's
opinion,  sales of shares of Common Stock pursuant to the Registration Statement
at  such  time  would  materially   adversely  affect  any  immediately  planned
underwritten public equity financing by the Company having gross proceeds to the
Company of at least  $20,000,000,  the Company shall not be required to maintain
the  effectiveness  of the  Registration  Statement or amend or  supplement  the
Registration Statement for a period (a "Transaction Delay Period") commencing on
the date of pricing of such equity  financing  and expiring upon the earliest to
occur of (a) the abandonment of such financing, (b) 90 days after the completion
of such financing or (c) the termination of any "hold back" or "lock-up"  period
(not  exceeding  90 days)  obtained  by the  underwriter(s)  from any  person in
connection with such financing.  The Company will give prompt written notice, in
the manner  prescribed by Section 12(b) hereof, to the Initial Investors 30 days
in advance of the  commencement  of any  Transaction  Delay Period.  Such notice
shall  state to the  extent,  if any,  as is  practicable,  an  estimate  of the
duration  of  such  Transaction  Delay  Period.  The  Initial  Investor,  by its
acceptance  of any share of Common  Stock,  agrees  that,  upon  receipt of such
notice it will forthwith discontinue disposition of the Common Stock pursuant to
the Registration  Statement,  and will not deliver any prospectus forming a part
thereof in  connection  with any sale of Common Stock,  until the  expiration of
such Transaction  Delay Period.  Notwithstanding  anything in this Section 11 to
the contrary,  there shall not be more than one Transaction  Delay Period in any
12-month period.

         12.      MISCELLANEOUS.

                  (a) A person or entity is deemed to be a holder of Registrable
Securities  whenever  such  person or entity  owns of  record  such  Registrable
Securities.  If  the  Company  receives  conflicting  instructions,  notices  or
elections  from  two or more  persons  or  entities  with  respect  to the  same
Registrable  Securities,  the Company shall act upon the basis of  instructions,
notice  or  election  received  from the  registered  owner of such  Registrable
Securities.

                  (b) Any notices  required or  permitted  to be given under the
terms of this  Agreement  shall be sent by certified or registered  mail (return
receipt  requested)  or  delivered  personally  or by  courier  or by  confirmed
telecopy,  and shall be effective  five (5) days after being placed in the mail,
if mailed, or upon receipt or refusal of receipt, if delivered  personally or by
courier or confirmed telecopy,  in each case addressed to a party. The addresses
for such communications shall be:

                                       13
<PAGE>

               If to the Company:

               WaveRider Communications Inc.
               255 Consumers Road, Suite 500
               Toronto, Ontario, Canada MJ21R4
               Facsimile:       (416) 502-2968
               Attn:                     Scott Worthington

               with a copy simultaneously transmitted by like means to:

               Foley, Hoag & Eliot LLP
               One Post Office Square
               Boston, MA  02109-2170
               Facsimile:       (617) 832-7000
               Attn.:           David Broadwin, Esquire

and if to any Investor,  at such address as such Investor shall have provided in
writing to the Company, or at such other address as each such party furnishes by
notice given in accordance with this Section 12(b).

                  (c) Failure of any party to exercise any right or remedy under
this  Agreement or otherwise,  or delay by a party in  exercising  such right or
remedy, shall not operate as a waiver thereof.

                  (d) This  Agreement  shall be  governed  by and  construed  in
accordance  with the laws of the State of New York  applicable to contracts made
and to be performed in the State of New York. The Company  irrevocably  consents
to the  jurisdiction  of the United States  federal  courts and the state courts
located in the State of New York in any suit or  proceeding  based on or arising
under this Agreement and  irrevocably  agrees that all claims in respect of such
suit or proceeding  may be determined  in such courts.  The Company  irrevocably
waives the defense of an  inconvenient  forum to the maintenance of such suit or
proceeding. The Company further agrees that service of process upon the Company,
mailed by first class mail shall be deemed in every respect effective service of
process upon the Company in any such suit or  proceeding.  Nothing  herein shall
affect the  Investors'  right to serve process in any other manner  permitted by
law. The Company agrees that a final non-appealable judgment in any such suit or
proceeding  shall be conclusive  and may be enforced in other  jurisdictions  by
suit on such judgment or in any other lawful manner.

                  (e)  This  Agreement,   the  Securities   Purchase   Agreement
(including  all  schedules  and  exhibits  thereto),  the Notes and the Warrants
constitute  the entire  agreement  among the parties  hereto with respect to the
subject  matter  hereof  and  thereof.  There  are  no  restrictions,  promises,
warranties or undertakings, other than those set forth or referred to herein and
therein.  This Agreement,  the Securities Purchase Agreement,  the Notes and the
Warrants  supersede all prior  agreements and  understandings  among the parties
hereto with respect to the subject matter hereof and thereof.

                  (f)  Subject to the  requirements  of  Section 9 hereof,  this
Agreement  shall inure to the benefit of and be binding upon the  successors and
assigns of each of the parties hereto.

                  (g) The  headings in this  Agreement  are for  convenience  of
reference only and shall not limit or otherwise affect the meaning hereof.

                                       14
<PAGE>

                  (h)  This   Agreement   may  be   executed   in  two  or  more
counterparts,  each of which shall be deemed an original  but all of which shall
constitute one and the same agreement. This Agreement, once executed by a party,
may be delivered to the other party hereto by facsimile  transmission  of a copy
of this  Agreement  bearing  the  signature  of the  party  so  delivering  this
Agreement.

                  (i) Each party shall do and  perform,  or cause to be done and
performed,  all such further acts and things,  and shall execute and deliver all
such other  agreements,  certificates,  instruments and documents,  as the other
party may reasonably request in order to carry out the intent and accomplish the
purposes of this Agreement and the consummation of the transactions contemplated
hereby.

                  (j) All  consents,  approvals and other  determinations  to be
made by the Investors  pursuant to this Agreement shall be made by the Investors
holding a majority in interest of the Registrable  Securities  (determined as if
all Notes and Warrants then outstanding had been converted into or exercised for
Registrable Securities) held by all Investors.

                  (k) The initial number of Registrable  Securities  included on
any  Registration  Statement  and each  increase  to the  number of  Registrable
Securities  included  thereon  shall be allocated  pro rata among the  Investors
based on the number of Registrable  Securities held by each Investor at the time
of such establishment or increase,  as the case may be. In the event an Investor
shall sell or otherwise  transfer any of such holder's  Registrable  Securities,
each  transferee  shall  be  allocated  a pro  rata  portion  of the  number  of
Registrable Securities included on a Registration Statement for such transferor.
Any shares of Common Stock included on a Registration Statement and which remain
allocated to any person or entity which does not hold any Registrable Securities
shall be allocated to the remaining  Investors,  pro rata based on the number of
shares of Registrable Securities then held by such Investors.  For the avoidance
of doubt,  the number of  Registrable  Securities  held by any Investor shall be
determined as if all Notes and Warrants then  outstanding were converted into or
exercised for Registrable Securities.

                  (l)  Each  party to this  Agreement  has  participated  in the
negotiation  and drafting of this  Agreement.  As such, the language used herein
shall be deemed to be the language chosen by the parties hereto to express their
mutual intent,  and no rule of strict  construction  will be applied against any
party to this Agreement.

                  (m) For purposes of this  Agreement,  the term  "business day"
means  any day  other  than a  Saturday  or  Sunday  or a day on  which  banking
institutions  in the  State of New  York are  authorized  or  obligated  by law,
regulation or executive order to close, and the term "trading day" means any day
on which  NASDAQ  or, if the  Common  Stock is not then  traded on  NASDAQ,  the
principal  securities  exchange or trading market where the Common Stock is then
listed or traded, is open for trading.



                                       15
<PAGE>


         IN WITNESS  WHEREOF,  the parties have caused this Agreement to be duly
executed as of the date first above written.

                                             WAVERIDER COMMUNICATIONS INC.


                                             By:_____________________________
                                           Name:
                                            Its:

                               INITIAL INVESTOR:

                                             CAPITAL VENTURES INTERNATIONAL


                                             By:_____________________________
                                           Name:
                                            Its:














                                       16
<PAGE>


                                    EXHIBIT 1

                                       to
                                  Registration

                                     Rights
                                    Agreement

                                                       [Date]
[Name and address
of transfer agent]


                           RE:      WAVERIDER COMMUNICATIONS, INC.

Ladies and Gentlemen:

         We  are  counsel  to  WaveRider   Communications  Inc.,  a  corporation
organized  under  the  laws of the  State  of  Nevada  (the  "Company"),  and we
understand that [Name of Investor] (the "Holder") has purchased from the Company
(i) Convertible  Notes that are convertible  into shares of the Company's common
stock,  par value $.001 per share (the  "Common  Stock"),  and (ii)  warrants to
acquire  shares of Common Stock.  Pursuant to a Registration  Rights  Agreement,
dated as of  __________,  2001,  by and among the  Company  and the  signatories
thereto  (the  "Registration  Rights  Agreement"),  the Company  agreed with the
Holder, among other things, to register the Registrable Securities (as that term
is defined in the  Registration  Rights  Agreement)  under the Securities Act of
1933,  as  amended  (the  "Securities  Act"),  upon the  terms  provided  in the
Registration  Rights  Agreement.  In connection  with the Company's  obligations
under  the  Registration  Rights  Agreement,  on ,  2001,  the  Company  filed a
Registration   Statement  on  Form  S-3  (File  No.  333-   _____________)  (the
"Registration  Statement")  with the  Securities  and Exchange  Commission  (the
"SEC")  relating  to the  Registrable  Securities,  which  names the Holder as a
selling  stockholder   thereunder.   The  Registration  Statement  was  declared
effective by the SEC on _____________, 200_.

 [Other customary introductory and scope of examination language to be inserted]

         Based  on the  foregoing,  we are of the  opinion  that the sale of the
Registrable Securities by the Investors has been registered under the Securities
Act.

                                     [Other customary language to be included.]

                                                              Very truly yours,



cc:   [Name of Investor]






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