EXHIBIT 10.6

         CLASS L WARRANT

         VOID AFTER 5:00 P.M., NEW YORK CITY
         TIME, ON _______________, 2006
         (UNLESS EXTENDED PURSUANT TO SECTION 2 HEREOF)

         THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE
         NOT BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
         "SECURITIES  ACT"),  OR THE SECURITIES  LAWS OF ANY STATE OF THE UNITED
         STATES OR ANY OTHER JURISDICTION. THE SECURITIES REPRESENTED HEREBY MAY
         NOT BE OFFERED,  SOLD OR  TRANSFERRED  IN THE  ABSENCE OF AN  EFFECTIVE
         REGISTRATION  STATEMENT FOR THE SECURITIES UNDER APPLICABLE  SECURITIES
         LAWS UNLESS  OFFERED,  SOLD OR  TRANSFERRED  PURSUANT  TO AN  AVAILABLE
         EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS.

Right to Purchase                     Shares of
                                                      -----------------------
                      Common Stock, par value $.001 per share



Date: _______________, 2006



                          WAVERIDER COMMUNICATIONS INC.
                         CLASS L STOCK PURCHASE WARRANT

         THIS   CERTIFIES   THAT,   for   value   received,   Capital   Ventures
International, or its registered assigns, is entitled to purchase from WaveRider
Communications  Inc.,  a  corporation  organized  under the laws of the State of
Nevada  (the  "Company"),  at any time or from time to time  during  the  period
specified  in Section 2 hereof,  [$7,000,000  divided  by the  Market  Price (as
defined in the Letter of Intent) of the Common Stock on the Second Closing Date]
fully paid and  nonassessable  shares of the Company's  common stock,  par value
$.001 per share  (the  "Common  Stock"),  at an  exercise  price per share  (the
"Exercise  Price")  equal to $ [165% of the Market  Price of the Common Stock on
the  Second  Closing  Date].  The number of shares of Common  Stock  purchasable
hereunder  (the  "Warrant  Shares")  and  the  Exercise  Price  are  subject  to
adjustment  as  provided  in Section 4 hereof.  The term  "Warrants"  means this
Warrant and the other  warrants of the Company,  dated the date  hereof,  issued
pursuant to that certain Securities Purchase Agreement,  dated as of December 8,
2000, by and among the Company and the other signatory  thereto (the "Securities
Purchase Agreement").

                                       1
<PAGE>

This Warrant is subject to the following terms, provisions and conditions:

         1. Manner of Exercise;  Issuance of  Certificates;  Payment for Shares.
Subject to the provisions hereof, including, without limitation, the limitations
contained  in Section 7 hereof,  this  Warrant  may be  exercised  by the holder
hereof,  in whole or in part, by the surrender of this Warrant,  together with a
completed  exercise  agreement  in  the  form  attached  hereto  (the  "Exercise
Agreement"),  to the Company during normal business hours on any business day at
the Company's principal executive offices (or such other office or agency of the
Company  as it may  designate  by notice  to the  holder  hereof),  and upon (i)
payment to the Company in cash,  by certified or official  bank check or by wire
transfer for the account of the Company,  of the Exercise  Price for the Warrant
Shares specified in the Exercise Agreement or (ii) if the holder is effectuating
a Cashless  Exercise (as defined in Section  11(c)  hereof)  pursuant to Section
11(c)  hereof,  delivery  to the  Company of a written  notice of an election to
effect a Cashless  Exercise  for the Warrant  Shares  specified  in the Exercise
Agreement.  The Warrant Shares so purchased  shall be deemed to be issued to the
holder hereof or such holder's designee,  as the record owner of such shares, as
of the close of  business  on the date on which  this  Warrant  shall  have been
surrendered,  the completed  Exercise  Agreement shall have been delivered,  and
payment shall have been made for such shares as set forth above or, if such date
is not a business date, on the next succeeding business date. The Warrant Shares
so  purchased,  representing  the  aggregate  number of shares  specified in the
Exercise Agreement,  shall be delivered to the holder hereof within a reasonable
time,  not  exceeding two business  days,  after this Warrant shall have been so
exercised  (the  "Delivery   Period").   If  the  Company's  transfer  agent  is
participating in the Depository Trust Company ("DTC") Fast Automated  Securities
Transfer program, and so long as the certificates  therefor do not bear a legend
and the holder is not obligated to return such  certificate for the placement of
a legend thereon,  the Company shall cause its transfer agent to  electronically
transmit the Warrant  Shares so purchased to the holder by crediting the account
of the holder or its  nominee  with DTC through  its  Deposit  Withdrawal  Agent
Commission system ("DTC Transfer").  If the  aforementioned  conditions to a DTC
Transfer are not  satisfied,  the Company shall  deliver to the holder  physical
certificates  representing the Warrant Shares so purchased.  Further, the holder
may  instruct  the  Company  to  deliver  to the  holder  physical  certificates
representing  the Warrant Shares so purchased in lieu of delivering  such shares
by  way of  DTC  Transfer.  Any  certificates  so  delivered  shall  be in  such
denominations  as may be  reasonably  requested by the holder  hereof,  shall be
registered  in the name of such holder or such other name as shall be designated
by such holder  and,  following  the date on which the Warrant  Shares have been
registered under the Securities Act pursuant to that certain Registration Rights
Agreement, dated as of the date hereof, by and between the Company and the other
signatory thereto (the "Registration Rights Agreement") or otherwise may be sold
by the holder  pursuant to Rule 144  promulgated  under the Securities Act (or a
successor rule),  shall not bear any restrictive  legend.  If this Warrant shall
have been exercised only in part, then the Company shall, at its expense, at the
time of  delivery  of such  certificates,  deliver to the  holder a new  Warrant
representing  the number of shares with respect to which this Warrant  shall not
then have been exercised.

                  If,  at any  time,  a  holder  of this  Warrant  submits  this
Warrant,  an Exercise Agreement and payment to the Company of the Exercise Price
for each of the Warrant Shares  specified in the Exercise  Agreement  (including
pursuant to a Cashless  Exercise),  and the Company  fails for any reason (other
than the reasons contemplated by Sections 7(f) and (g) hereof) to deliver, on or
prior to the fourth business day following the expiration of the Delivery Period
for such  exercise,  the number of shares of Common Stock to which the holder is
entitled upon such exercise (an "Exercise Default"),  then the Company shall pay
to the holder payments  ("Exercise Default Payments") for an Exercise Default in
the  amount of (a)  (N/365),  multiplied  by (b) the  amount by which the Market
Price (as defined in Section  4(l)  hereof) on the date the  Exercise  Agreement
giving rise to the  Exercise  Default is  transmitted  in  accordance  with this
Section 1 (the "Exercise Default Date") exceeds the Exercise Price in respect of
such Warrant Shares,  multiplied by (c) the number of shares of Common Stock the


                                       2
<PAGE>

Company  failed to so deliver in such Exercise  Default,  multiplied by (d) .18,
where N = the number of days from the Exercise Default Date to the date that the
Company  effects  the full  exercise  of this  Warrant  which  gave  rise to the
Exercise  Default.  The accrued Exercise Default Payment for each calendar month
shall be paid in cash or shall be convertible into Common Stock, at the holder's
option, as follows:

                  (a) In the event  holder  elects to take such payment in cash,
cash payment shall be made to holder by the fifth day of the month following the
month in which it has accrued; and

                  (b) In the event holder  elects to take such payment in Common
Stock,  the holder  may  convert  such  payment  amount  into  Common  Stock (in
accordance with the terms contained in Article III of the Company's  Convertible
Notes,  dated the date hereof (the "Notes"),  issued  pursuant to the Securities
Purchase  Agreement) at the lower of the Exercise  Price or the Market Price (as
in  effect  at the time of  conversion)  at any time  after the fifth day of the
month following the month in which it has accrued.

                  Nothing herein shall limit the holder's right to pursue actual
damages for the Company's  failure to maintain a sufficient number of authorized
shares of Common Stock as required  pursuant to the terms of Section 3(b) hereof
or to otherwise  issue  shares of Common Stock upon  exercise of this Warrant in
accordance with the terms hereof,  and the holder shall have the right to pursue
all  remedies  available  at law or in equity  (including  a decree of  specific
performance and/or injunctive relief).

         2. Period of Exercise. This Warrant is immediately exercisable,  at any
time or from  time to time on or after  the  date of  initial  issuance  of this
Warrant  (the  "Issue  Date") and before 5:00 p.m.,  New York City time,  on the
fifth anniversary of the Issue Date (the "Exercise Period"). The Exercise Period
shall automatically be extended by one (1) day for each day on which the Company
does not have a number of shares of Common  Stock  reserved  for  issuance  upon
exercise  hereof at least equal to the number of shares of Common Stock issuable
upon  exercise  hereof,  but only for the  exercise of the Warrant to purchase a
number of shares of Common  Stock  equal to the amount for which the Company has
not made adequate reservation therefor.

                  3.  Certain  Agreements  of the  Company.  The Company  hereby
covenants and agrees as follows:

                  (a) Shares to be Fully Paid.  All Warrant  Shares  will,  upon
issuance in accordance with the terms of this Warrant, be validly issued,  fully
paid, and nonassessable and free from all taxes, liens, claims and encumbrances.

                  (b)  Reservation of Shares.  During the Exercise  Period,  the
Company  shall at all times have  authorized,  and  reserved  for the purpose of
issuance upon exercise of this Warrant,  a sufficient number of shares of Common
Stock to provide for the exercise in full of this Warrant (without giving effect
to the limitations on exercise set forth in Section 7(g) hereof).

                  (c) Listing.  The Company shall promptly secure the listing of
the shares of Common  Stock  issuable  upon  exercise of this  Warrant upon each
national  securities  exchange or automated quotation system, if any, upon which
shares of Common  Stock are then  listed or become  listed  (subject to official
notice of issuance upon exercise of this Warrant) and shall maintain, so long as
any other shares of Common Stock shall be so listed,  such listing of all shares
of Common Stock from time to time  issuable  upon the exercise of this  Warrant;
and the Company shall so list on each national  securities exchange or automated
quotation  system,  as the case may be, and shall  maintain such listing of, any
other shares of capital stock of the Company  issuable upon the exercise of this
Warrant if and so long as any  shares of the same class  shall be listed on such
national securities exchange or automated quotation system.

                                       3
<PAGE>

                  (d)  Certain  Actions  Prohibited.  The  Company  will not, by
amendment  of its  charter 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 to be observed or performed by it hereunder,  but will at all times in
good faith assist in the carrying out of all the  provisions of this Warrant and
in the taking of all such action as may reasonably be requested by the holder of
this  Warrant in order to protect  the  economic  benefit  inuring to the holder
hereof and the exercise privilege of the holder of this Warrant against dilution
or other  impairment,  consistent  with the tenor and  purpose of this  Warrant.
Without  limiting  the  generality  of the  foregoing,  the Company (i) will not
increase  the par  value of any  shares  of  Common  Stock  receivable  upon the
exercise of this Warrant above the Exercise Price then in effect,  and (ii) will
take all such  actions  as may be  necessary  or  appropriate  in order that the
Company may validly and  legally  issue fully paid and  nonassessable  shares of
Common Stock upon the exercise of this Warrant.

                  (e) Successors and Assigns.  This Warrant will be binding upon
any entity succeeding to the Company by merger, consolidation, or acquisition of
all or substantially all of the Company's assets.

                  (f) Blue Sky Laws. The Company shall, on or before the date of
issuance  of  any  Warrant  Shares,  take  such  actions  as the  Company  shall
reasonably  determine are necessary to qualify the Warrant Shares for, or obtain
exemption  for the Warrant  Shares for,  sale to the holder of this Warrant upon
the exercise hereof under applicable securities or "blue sky" laws of the states
of the United States,  and shall provide evidence of any such action so taken to
the holder of this  Warrant  prior to such  date;  provided,  however,  that the
Company shall not be required in connection  therewith or as a condition thereto
to (i) qualify to do business in any  jurisdiction  where it would not otherwise
be required to qualify but for this Section 3(f), (ii) subject itself to general
taxation in any such  jurisdiction or (iii) file a general consent to service of
process in any such jurisdiction.

                  4. Antidilution  Provisions.  During the Exercise Period,  the
Exercise  Price and the number of Warrant  Shares  issuable  hereunder  shall be
subject to adjustment from time to time as provided in this Section 4.

                  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.

                  (a) Adjustment of Exercise Price. Except as otherwise provided
in Sections 4(c) and 4(e) hereof,  if and whenever during the period  commencing
on December 8, 2000 and  terminating  on the  expiration of the Exercise  Period
(the "Adjustment  Period") the Company issues or sells, or issued or sold, or in
accordance with Section 4(b) hereof is deemed to have issued or sold, any shares
of Common Stock for no consideration or for a consideration  per share less than
the Market Price on the Measurement Date (as such terms are hereinafter defined)
(a "Dilutive Issuance"),  then effective immediately upon the Dilutive Issuance,
the Exercise Price will be adjusted in accordance with the following formula:

                E'   =   E    x           O + P/M
                                    -------------
                                            CSDO

                                       4
<PAGE>

                where:

          E'       =       the adjusted Exercise Price;
          E        =       the Exercise Price on the Measurement Date;
          M        =       the Market Price on the Measurement Date;
          O                = the number of shares of Common Stock outstanding
                           immediately prior to the Dilutive Issuance;
          P                = the aggregate  consideration,  calculated as set
                           forth in Section 4(b) hereof, received by the Company
                           upon such Dilutive Issuance; and
          CSDO             = the  total  number  of  shares  of
                           Common Stock Deemed  Outstanding (as
                           defined    in    Section    4(l)(i))
                           immediately   after   the   Dilutive
                           Issuance.

Notwithstanding the foregoing,  (i) no adjustment shall be made pursuant to this
Section  4(a) if such  adjustment  would  result in an increase in the  Exercise
Price or if the consideration per share received by the Company is not less than
97% of the Market Price on the Measurement Date; and (ii) an adjustment shall be
made pursuant to this Section 4(a) equal to 50% of the  adjustment  otherwise to
be made pursuant to this Section 4(a) if the consideration per share received by
the  Company  is not less than 94% but is less  than 97% of Market  Price on the
Measurement Date.

                  (b) Effect on Exercise Price of Certain  Events.  For purposes
of  determining  the adjusted  Exercise  Price under  Section  4(a) hereof,  the
following will be applicable:

                  (i)  Issuance  of Rights or  Options.  If the  Company  in any
manner issues or grants, or issued or granted,  any warrants,  rights or options
at  any  time  during  the  Adjustment   Period,   whether  or  not  immediately
exercisable,  to subscribe for or to purchase  Common Stock or other  securities
exercisable,  convertible  into or exchangeable  for Common Stock  ("Convertible
Securities")  (such  warrants,  rights and options to purchase  Common  Stock or
Convertible  Securities are hereinafter  referred to as "Options") and the price
per share for which Common  Stock is issuable  upon the exercise of such Options
is less than the Market Price in effect on the  Measurement  Date ("Below Market
Options"), then the maximum total number of shares of Common Stock issuable upon
the  exercise  of  all  such  Below  Market  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  Market  Options,  be deemed to be
outstanding  and to have been  issued and sold by the Company for such price per
share.  For purposes of the preceding  sentence,  the "price per share for which
Common  Stock is issuable  upon the  exercise of such Below  Market  Options" is
determined by dividing (A) the total amount,  if any,  received or receivable by
the  Company as  consideration  for the  issuance  or granting of all such Below
Market Options,  plus the minimum aggregate amount of additional  consideration,
if any,  payable to the  Company  upon the  exercise  of all such  Below  Market
Options,  plus, in the case of Convertible Securities issuable upon the exercise
of such  Below  Market  Options,  the  minimum  aggregate  amount of  additional
consideration  payable  upon  the  exercise,   conversion  or  exchange  thereof
(determined  in  accordance  with the  calculation  method  set forth in (b)(ii)
below)  at the  time  such  Convertible  Securities  first  become  exercisable,
convertible or exchangeable, by (B) the maximum total number of shares of Common
Stock issuable upon the exercise of all such Below Market 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 Market Options or upon the exercise,  conversion
or exchange  of  Convertible  Securities  issuable  upon  exercise of such Below
Market  Options.  If, in any case,  the total  number of shares of Common  Stock
issuable upon exercise of any Below Market Options or upon exercise,  conversion
or exchange of any Convertible Securities is not, in fact, issued and the rights
to exercise  such option or to exercise,  convert or exchange  such  Convertible
Securities  shall have expired or terminated,  the Exercise Price then in effect
will be readjusted to the Exercise  Price which would have been in effect at the
time of such  expiration  or  termination  had  such  Below  Market  Options  or
Convertible  Securities,  to the extent  outstanding  immediately  prior to such
expiration or termination  (other than in respect of the actual number of shares
of Common Stock issued upon exercise or conversion thereof), never been issued.

                                       5
<PAGE>

                  (ii) Issuance of Convertible Securities.

                  (A) If the Company in any manner issues or sells, or issued or
sold, any Convertible Securities at any time during the Adjustment Period, which
Convertible Securities do not have a fluctuating conversion or exercise price or
exchange  ratio,  whether or not immediately  convertible  (other than where the
same are  issuable  upon the  exercise of  Options)  and the price per share for
which Common Stock is issuable  upon such  exercise,  conversion or exchange (as
determined  pursuant  to Section  4(b)(ii)(B)  if  applicable)  is less than the
Market Price in effect on the Measurement Date, 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.  For the purposes of the preceding
sentence,  the "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.

                  (B) If the Company in any manner issues or sells, or issued or
sold, any Convertible  Securities at any time during the Adjustment Period, with
a fluctuating  conversion or exercise  price or exchange ratio (a "Variable Rate
Convertible  Security"),  then the  "price per share for which  Common  Stock is
issuable  upon such  exercise,  conversion  or  exchange"  for  purposes  of the
calculation contemplated by Section 4(b)(ii)(A) shall be deemed to be the lowest
price per share which would be applicable (assuming all holding period and other
conditions to any  discounts  contained in such  Convertible  Security have been
satisfied)  if the  Market  Price on the  Measurement  Date of such  Convertible
Security was 75% of the Market Price on such date (the "Assumed  Variable Market
Price").  Further,  if the Market Price at any time or times  thereafter is less
then or equal to the  Assumed  Variable  Market  Price  last used for making any
adjustment  under this Section 4 with respect to any Variable  Rate  Convertible
Security, the Exercise Price in effect at such time shall be readjusted to equal
the  Exercise  Price which would have  resulted if the Assumed  Variable  Market
Price at the time of issuance of the Variable Rate Convertible Security had been
75% of the Market Price existing at the time of the adjustment  required by this
sentence.

                  (iii) Change in Option Price or Conversion Rate. If there is a
change at any time in (A) the amount of additional  consideration payable to the
Company  upon  the  exercise  of any  Options;  (B)  the  amount  of  additional
consideration,  if any, payable to the Company upon the exercise,  conversion or
exchange of any Convertible Securities; or (C) 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 and except when an adjustment is made pursuant to (ii)(B)  above),  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.

                                       6
<PAGE>

                  (iv)  Calculation  of  Consideration  Received.  If any Common
Stock, Options or Convertible Securities are issued, granted or sold for cash at
any time during the Adjustment Period,  the consideration  received therefor for
purposes of this  Warrant will be the amount  received by the Company  therefor,
after  deduction of all  commissions,  underwriting  discounts or allowances and
other 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,  including in the case of a strategic or similar  arrangement in which the
other entity will provide  services to the Company,  purchase  services from the
Company or otherwise  provide  intangible  consideration to the Company,  at any
time during the Adjustment  Period,  the amount of the consideration  other than
cash  received  by  the  Company   (including  the  net  present  value  of  the
consideration  expected by the Company for the provided or  purchased  services)
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  Market  Price  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 at any time during the Adjustment  Period,  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.  Notwithstanding  anything else herein to the  contrary,  if Common
Stock,  Options  or  Convertible  Securities  are  issued,  granted  or  sold in
conjunction  with each other as part of a single  transaction  or in a series of
related  transactions  at any time during the Adjustment  Period,  the holder of
this Warrant may elect to  determine  the amount of  consideration  deemed to be
received by the Company  therefore  by  deducting  the fair value of any type of
securities  (the  "Disregarded  Securities")  issued,  granted  or  sold in such
transaction or series of transactions.  If the holder makes an election pursuant
to the immediately preceding sentence, no adjustment to the Exercise Price shall
be  made  pursuant  to  this  Section  4 for  the  issuance  of the  Disregarded
Securities  or upon any  conversion  or exercise  thereof.  For example,  if the
Company were to issue  convertible  notes having a face value of $1,000,000  and
warrants to purchase  shares of Common  Stock at an exercise  price equal to the
Market  Price of the Common  Stock on the date of issuance  of such  warrants in
exchange for $1,000,000 of  consideration,  the fair value of the warrants would
be subtracted from the $1,000,000 of  consideration  received by the Company for
the purposes of  determining  whether the shares of Common Stock  issuable  upon
conversion of the convertible  notes shall be deemed to be issued at a price per
share below Market Price and, if so, for purposes of determining  any adjustment
to the Exercise Price  hereunder as a result of the issuance of the  Convertible
Securities.  The fair  market  value of any  consideration  other  than  cash or
securities will be determined in good faith by the Company and such holder.

                  (v) Issuances Pursuant to Existing Securities. If the Company,
at any time  during the  Adjustment  Period,  issues or issued  shares of Common
Stock  pursuant  to any  antidilution  or similar  adjustments  (other than as a
result of stock splits, stock dividends and the like) contained in a security or
instrument  outstanding  as of the date hereof but not included on Schedule 3(d)
of the Stock Purchase Agreement, then all shares of Common Stock so issued shall
be deemed to have been issued for no consideration.  If the Company, at any time
during the Adjustment  Period,  issues or issued shares of Common Stock pursuant
to any antidilution or similar adjustments contained in a security or instrument
included on Schedule 3(d) of the Stock  Purchase  Agreement,  all such shares so
issued but not  disclosed  on Schedule  3(d) shall be deemed to have been issued
for no consideration.

                  (vi) Exceptions to Adjustment of Exercise Price. No adjustment
to the  Exercise  Price  will be made  (A) upon the  exercise  of any  warrants,
options or convertible  securities  issued and outstanding on the Issue Date and
set forth on Schedule 3(d) of the  Securities  Purchase  Agreement in accordance
with the terms of such securities as of such date, except to the extent provided
for  pursuant  to (v)  above;  (B) upon the  grant or  exercise  of any stock or


                                       7
<PAGE>

options which may hereafter be granted or exercised  under any employee  benefit
plan of the Company now existing or to be implemented in the future,  so long as
the  issuance  of such  stock  or  options  is  approved  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; (C) upon conversion of the Notes or exercise of the Warrants;  (D) upon
the issuance of Common Stock in connection  with a  subdivision  of Common Stock
(by  any  stock  split,   stock  dividend,   recapitalization,   reorganization,
reclassification  or  otherwise)  or a  combination  of Common Stock (by reverse
stock split, recapitalization,  reorganization,  reclassification or otherwise),
provided,  however,  that the holder of this  Warrant  shall be  entitled to the
adjustment  of the  Exercise  Price  to be made  after  the date of  record  for
effecting  such  subdivision or combination as described in Section 4(c) hereof;
or (E) upon the issuance of Common Stock or Convertible Securities in connection
with mergers and acquisitions in which the Company is the surviving entity.

                  (c)  Subdivision  or  Combination  of  Common  Stock.  If  the
Company, at any time during the Adjustment Period,  subdivides or subdivided (by
any   stock   split,   stock   dividend,    recapitalization,    reorganization,
reclassification  or otherwise) its shares of Common Stock into a greater number
of  shares,  then,  after the later of the Issue Date and the date of record for
effecting such  subdivision,  the Exercise Price in effect  immediately prior to
such subdivision will be proportionately  reduced.  If the Company,  at any time
during the  Adjustment  Period,  combines or combined  (by reverse  stock split,
recapitalization,  reorganization,  reclassification or otherwise) its shares of
Common Stock into a smaller number of shares, then, after the later of the Issue
Date and the date of record for effecting such  combination,  the Exercise Price
in effect  immediately prior to the later of the Issue Date and such combination
will be proportionately increased.

                  (d)  Adjustment in Number of Shares.  Upon each  adjustment of
the Exercise  Price  pursuant to the  provisions of Section 4(c),  the number of
shares of Common  Stock  issuable  upon  exercise  of this  Warrant at each such
Exercise  Price shall be adjusted by  multiplying a number equal to the Exercise
Price in effect  immediately prior to such adjustment by the number of shares of
Common  Stock  issuable  upon  exercise of this Warrant at such  Exercise  Price
immediately prior to such adjustment and dividing the product so obtained by the
adjusted Exercise Price.

                  (e)   Consolidation,   Merger   or   Sale.   In  case  of  any
consolidation  of the Company  with,  or merger of the Company  into,  any other
corporation, or in case of any sale or conveyance of all or substantially all of
the assets of the  Company  other  than in  connection  with a plan of  complete
liquidation of the Company at any time during the Adjustment  Period,  then as a
condition  of  such  consolidation,  merger  or  sale  or  conveyance,  adequate
provision  will be made whereby the holder hereof will have the right to acquire
and receive upon  exercise of this Warrant in lieu of the shares of Common Stock
immediately  theretofore  acquirable  upon the  exercise of this  Warrant,  such
shares of stock,  securities,  cash or assets as may be issued or  payable  with
respect to or in exchange for the number of shares of Common  Stock  immediately
theretofore  acquirable  and  receivable  upon exercise of this Warrant had such
consolidation,  merger or sale or conveyance not taken place.  In any such case,
the Company will make  appropriate  provision to insure that the  provisions  of
this Section 4 will  thereafter be applicable as nearly as may be in relation to
any shares of stock or securities  thereafter  deliverable  upon the exercise of
this Warrant.  The Company will not effect any consolidation,  merger or sale or
conveyance unless prior to the consummation  thereof, the successor  corporation
(if other than the Company) assumes by written  instrument the obligations under
this Warrant and the  obligations to deliver to the holder hereof such shares of
stock, securities or assets as, in accordance with the foregoing provisions, the
holder may be entitled to acquire.  Notwithstanding the foregoing,  in the event
of any  consolidation  of the Company with,  or merger of the Company into,  any
other corporation,  or the sale or conveyance of all or substantially all of the
assets of the  Company,  at any time during the  Adjustment  Period,  the holder
hereof shall, at its option,  have the right to receive, in connection with such
transaction,  cash consideration  equal to the fair market value of this Warrant
as determined in accordance  with customary  valuation  methodology  used in the
investment banking industry.

                                       8
<PAGE>

                  (f) Distribution of Assets.  In case the Company shall declare
or make,  or  declared  or made,  any  distribution  of its assets (or rights to
acquire  its  assets)  to  holders  of  Common  Stock as a  partial  liquidating
dividend,  stock repurchase by way of return of capital or otherwise  (including
any dividend or distribution to the Company's shareholders of cash or shares (or
rights to acquire shares) of capital stock of a subsidiary) (a  "Distribution"),
at any time  during  the  Adjustment  Period,  then the holder  hereof  shall be
entitled  upon  exercise of this  Warrant for the  purchase of any or all of the
shares of Common Stock subject hereto,  to receive the amount of such assets (or
rights)  which  would have been  payable to the holder had such  holder been the
holder of such shares of Common  Stock on the record date for the  determination
of shareholders  entitled to such  Distribution.  If the Company  distributes or
distributed  rights,  warrants,   options  or  any  other  form  of  convertible
securities and the right to exercise or convert such securities  would expire or
expired in accordance with their terms prior to the expiration of the Adjustment
Period,  then the terms of such  securities  shall provide that such exercise or
convertibility  right  shall  remain in effect  until 30 days after the date the
holder hereof receives such securities pursuant to the exercise hereof.

                  (g) Notice of Adjustment. Upon the later of the Issue Date and
the occurrence of any event which requires any adjustment of the Exercise Price,
then, and in each such case, the Company shall give notice thereof to the holder
hereof,  which  notice  shall  state  the  Exercise  Price  resulting  from such
adjustment  and the  increase  or  decrease  in the  number  of  Warrant  Shares
purchasable at such price upon exercise,  setting forth in reasonable detail the
method of calculation and the facts upon which such  calculation is based.  Such
calculation shall be certified by the chief financial officer of the Company.

                  (h) Minimum Adjustment of Exercise Price. No adjustment of the
Exercise Price shall be made in an amount of less than $.01, 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 $.01.

                  (i) No Fractional Shares. No fractional shares of Common Stock
are to be issued upon the exercise of this Warrant,  but the Company shall pay a
cash  adjustment  in respect of any  fractional  share which would  otherwise be
issuable in an amount equal to the same  fraction of the Market Price of a share
of Common Stock on the date of such exercise.

                  (j)      Other Notices.  In case at any time:

                  (i) the Company  shall  declare any  dividend  upon the Common
Stock  payable  in shares  of stock of any class or make any other  distribution
(other than dividends or distributions  payable in cash out of retained earnings
consistent with the Company's past practices with respect to declaring dividends
and making distributions) to the holders of the Common Stock;

                  (ii) the Company shall offer for  subscription pro rata to the
holders of the Common Stock any additional shares of stock of any class or other
rights;

                  (iii)  there  shall  be  any  capital  reorganization  of  the
Company,  or reclassification of the Common Stock, or consolidation or merger of
the Company with or into, or sale of all or substantially  all of its assets to,
another corporation or entity; or

                  (iv) there shall be a voluntary  or  involuntary  dissolution,
liquidation or winding up of the Company;

                                       9
<PAGE>

then,  in each such case,  the Company  shall give to the holder of this Warrant
(A) notice of the date or estimated date on which the books of the Company shall
close or a record  shall be taken for  determining  the holders of Common  Stock
entitled to receive any such dividend,  distribution,  or subscription rights or
for  determining  the holders of Common Stock entitled to vote in respect of any
such reorganization, reclassification, consolidation, merger, sale, dissolution,
liquidation  or  winding-up  and  (B) in the  case of any  such  reorganization,
reclassification,  consolidation,  merger,  sale,  dissolution,  liquidation  or
winding-up,  notice of the date (or, if not then known,  a  reasonable  estimate
thereof by the Company)  when the same shall take place.  Such notice shall also
specify  the date on which the  holders of Common  Stock  shall be  entitled  to
receive such dividend, distribution, or subscription rights or to exchange their
Common Stock for stock or other  securities  or property  deliverable  upon such
reorganization,  reclassification,  consolidation,  merger,  sale,  dissolution,
liquidation,  or  winding-up,  as the case may be. Such notice shall be given at
least  thirty  (30)  days  prior to the  record  date or the  date on which  the
Company's books are closed in respect  thereto.  Failure to give any such notice
or any defect therein shall not affect the validity of the proceedings  referred
to in clauses (i), (ii),  (iii) and (iv) above.  Notwithstanding  the foregoing,
the Company  shall  publicly  disclose  the  substance  of any notice  delivered
hereunder prior to delivery of such notice to the holder hereof.

                  (k)  Certain  Events.  If, at any time  during the  Adjustment
Period,  any event occurs of the type contemplated by the adjustment  provisions
of this Section 4 but not expressly provided for by such provisions, the Company
will give  notice of such event as  provided  in Section  4(g)  hereof,  and the
Company's Board of Directors will make an appropriate adjustment in the Exercise
Price and the number of shares of Common Stock  acquirable upon exercise of this
Warrant at each such  Exercise  Price so that the rights of the holder  shall be
neither enhanced nor diminished by such event.

                  (l)      Certain Definitions.

                  (i) "Common Stock Deemed Outstanding" shall mean the number of
shares of Common Stock  actually  outstanding  (not  including  shares of Common
Stock  held  in the  treasury  of the  Company),  plus  (x) in the  case  of any
adjustment  required by Section 4(a) resulting from the issuance of any Options,
the maximum total number of shares of Common Stock issuable upon the exercise of
the Options for which the  adjustment  is required  (including  any Common Stock
issuable  upon  the  conversion  of  Convertible  Securities  issuable  upon the
exercise of such  Options),  and (y) in the case of any  adjustment  required by
Section 4(a)  resulting  from the issuance of any  Convertible  Securities,  the
maximum  total  number of shares of Common  Stock  issuable  upon the  exercise,
conversion or exchange of the Convertible Securities for which the adjustment is
required, as of the date of issuance of such Convertible Securities, if any.

                  (ii) "Market  Price," as of any date, (i) means the average of
the closing bid prices for the shares of Common  Stock as reported on the Nasdaq
National  Market  by  Bloomberg  Financial  Markets  ("Bloomberg")  for the five
consecutive business days immediately preceding such date, or (ii) if the Nasdaq
National  Market is not the  principal  trading  market for the shares of Common
Stock,  the average of the  reported  bid prices  reported by  Bloomberg  on the
principal  trading  market for the Common Stock  during the same period,  or, if
there is no bid  price  for  such  period,  the last  sales  price  reported  by
Bloomberg for such period, or (iii) if the foregoing do not apply, the last sale
price of such  security  in the  over-the-counter  market on the pink  sheets or
bulletin  board for such security as reported by Bloomberg,  or if no sale price
is so  reported  for  such  security,  the last bid  price of such  security  as
reported by  Bloomberg,  or (iv) if market value cannot be calculated as of such
date on any of the foregoing  bases,  the Market Price shall be the average fair
market value as reasonably  determined by an investment banking firm selected by
the  Company and  reasonably  acceptable  to the  holder,  with the costs of the
appraisal to be borne by the Company. The manner of determining the Market Price
of the  Common  Stock set forth in the  foregoing  definition  shall  apply with
respect to any other security in respect of which a  determination  as to market
value must be made hereunder.

                                       10
<PAGE>

                  (iii) "Common Stock," for purposes of this Section 4, includes
the Common  Stock and any  additional  class of stock of the  Company  having no
preference as to dividends or  distributions  on liquidation,  provided that the
shares  purchasable  pursuant to this Warrant shall include only Common Stock in
respect  of which this  Warrant is  exercisable,  or shares  resulting  from any
subdivision  or  combination  of  such  Common  Stock,  or in  the  case  of any
reorganization,   reclassification,   consolidation,  merger,  or  sale  of  the
character  referred to in Section 4(e) hereof,  the stock or other securities or
property provided for in such Section.

                  (iv) "Measurement  Date" means (i) for purposes of any private
offering of  securities  under  Section 4(2) of the  Securities  Act of 1933, as
amended,  the date that the  Company  enters  into  legally  binding  definitive
agreements for the issuance and sale of such securities and (ii) for purposes of
any  other  issuance  of  securities,   the  date  of  issuance  thereof,  which
Measurement Date may occur at any time during the Adjustment Period.

         5. Issue Tax. The issuance of certificates  for Warrant Shares upon the
exercise  of this  Warrant  shall be made  without  charge to the holder of this
Warrant or such shares for any issuance  tax or other costs in respect  thereof,
provided  that the  Company  shall not be  required  to pay any tax which may be
payable in respect of any transfer  involved in the issuance and delivery of any
certificate in a name other than the holder of this Warrant.

         6. No Rights or Liabilities  as a  Shareholder.  This Warrant shall not
entitle the holder  hereof to any voting rights or other rights as a shareholder
of the  Company.  No provision of this  Warrant,  in the absence of  affirmative
action by the holder hereof to purchase Warrant Shares,  and no mere enumeration
herein of the rights or privileges of the holder hereof,  shall give rise to any
liability  of such  holder for the  Exercise  Price or as a  shareholder  of the
Company,  whether  such  liability is asserted by the Company or by creditors of
the Company.

         7. Transfer, Exchange, Redemption and Replacement of Warrant.

                  (a)  Restriction  on  Transfer.  This  Warrant  and the rights
granted  to the  holder  hereof  are  transferable,  in whole  or in part,  upon
surrender of this Warrant,  together with a properly executed  assignment in the
form  attached  hereto,  at the office or agency of the  Company  referred to in
Section 7(e) below, provided,  however, that any transfer or assignment shall be
subject to the  conditions set forth in Sections 7(f) and 7(g) hereof and to the
provisions of Sections 2(f) and 2(g) of the Securities Purchase Agreement.  Each
transferee of this Warrant or any portion  thereof shall be bound by the selling
restrictions  set forth in Section 4(n) of the  Securities  Purchase  Agreement,
which Section is  incorporated  herein by reference.  Until due  presentment for
registration of transfer on the books of the Company,  the Company may treat the
registered  holder hereof as the owner and holder  hereof for all purposes,  and
the Company shall not be affected by any notice to the contrary. Notwithstanding
anything to the contrary contained herein, the registration  rights described in
Section 8 hereof are  assignable  only in accordance  with the provisions of the
Registration Rights Agreement.

                  (b) Warrant  Exchangeable  for Different  Denominations.  This
Warrant is  exchangeable,  upon the surrender hereof by the holder hereof at the
office or agency of the  Company  referred  to in Section  7(e)  below,  for new
Warrants of like tenor of different denominations  representing in the aggregate
the  right to  purchase  the  number of  shares  of  Common  Stock  which may be
purchased  hereunder,  each of such  new  Warrants  to  represent  the  right to
purchase  such number of shares (at the  Exercise  Price  therefor)  as shall be
designated by the holder hereof at the time of such surrender.

                                       11
<PAGE>

                  (c)   Replacement   of  Warrant.   Upon  receipt  of  evidence
reasonably  satisfactory  to the  Company of the loss,  theft,  destruction,  or
mutilation  of this  Warrant  and,  in the  case of any  such  loss,  theft,  or
destruction,  upon delivery of an indemnity agreement reasonably satisfactory in
form and amount to the  Company,  or, in the case of any such  mutilation,  upon
surrender and cancellation of this Warrant,  the Company,  at its expense,  will
execute and deliver, in lieu thereof, a new Warrant of like tenor.

                  (d) Cancellation;  Payment of Expenses.  Upon the surrender of
this Warrant in  connection  with any  transfer,  exchange,  or  replacement  as
provided  in this  Section 7, this  Warrant  shall be  promptly  canceled by the
Company.  The Company shall pay all taxes (other than securities transfer taxes)
and all other  expenses  (other  than legal  expenses,  if any,  incurred by the
Holder or transferees)  and charges payable in connection with the  preparation,
execution,  and  delivery  of Warrants  pursuant to this  Section 7. The Company
shall  indemnify  and  reimburse  the holder of this  Warrant for all losses and
damages  arising  as a result of or  related  to any breach of the terms of this
Warrant,  including costs and expenses  (including  legal fees) incurred by such
holder in connection with the enforcement of its rights hereunder.

                  (e) Warrant  Register.  The  Company  shall  maintain,  at its
principal executive offices (or such other office or agency of the Company as it
may designate by notice to the holder hereof),  a register for this Warrant,  in
which the Company  shall record the name and address of the person in whose name
this Warrant has been issued, as well as the name and address of each transferee
and each prior owner of this Warrant.

                  (f) Transfer or Exchange Without Registration. If, at the time
of the surrender of this Warrant in connection  with any transfer or exchange of
this Warrant, this Warrant (or, in the case of any exercise,  the Warrant Shares
issuable  hereunder)  shall not be registered under the Securities Act and under
applicable  state  securities  or blue sky laws,  the Company may require,  as a
condition  of  allowing  such  transfer  or  exchange,  (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 or exchange may be made without  registration under the Securities
Act and under  applicable  state  securities or blue sky laws (the cost of which
shall be borne by the Company if the Company's counsel renders such an opinion),
(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; provided that no such opinion, letter, or status as an
"accredited  investor" shall be required in connection with a transfer  pursuant
to Rule 144 under the Securities Act.

                  (g)  Additional  Restrictions  on Exercise or Transfer.  In no
event shall the holder  hereof  have the right to  exercise  any portion of this
Warrant for shares of Common  Stock or to dispose of any portion of this Warrant
to the extent  that such right to effect  such  exercise  or  disposition  would
result in the  holder or any of its  affiliates  beneficially  owning  more than
4.99% of the  outstanding  shares of Common Stock.  For purposes of this Section
7(g),  beneficial ownership shall be determined in accordance with Section 13(d)
of the  Securities  Exchange  Act of 1934,  as  amended,  and  Regulation  13D-G
thereunder.  The restriction  contained in this Section 7(g) may not be altered,
amended,  deleted or changed in any manner  whatsoever  unless the  holders of a
majority of the  outstanding  shares of Common Stock and the holder hereof shall
approve, in writing, such alteration, amendment, deletion or change.

         8. Registration Rights. The initial holder of this Warrant (and certain
assignees  thereof) is entitled  to the benefit of such  registration  rights in
respect  of the  Warrant  Shares  as are set  forth in the  Registration  Rights
Agreement,  including the right to assign such rights to certain  assignees,  as
set forth therein.

                                       12
<PAGE>

         9.  Notices.  Any notices  required or  permitted to be given under the
terms of this  Warrant  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 days after being placed in the mail,  if
mailed,  or upon receipt or refusal of receipt,  if delivered  personally  or by
courier,  or by  confirmed  telecopy,  in each case  addressed  to a party.  The
addresses for such communications shall be:

                   If to the Company:

                   WaveRider Communications Inc.
                   255 Consumers Road, Suite 500
                   Toronto, Ontario, Canada M2J1R4
                   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

If to the holder,  at such address as such holder shall have provided in writing
to the  Company,  or at such other  address as such holder  furnishes  by notice
given in accordance with this Section 9.

         10. Governing Law; Jurisdiction.  This Warrant shall be governed by and
construed  in  accordance  with the laws of the State of New York.  The  Company
irrevocably consents to the jurisdiction of the United States federal courts and
state courts located in the State of New York in any suit or proceeding based on
or arising under this Warrant and irrevocably  agrees that all claims in respect
of such  suit or  proceeding  may be  determined  in such  courts.  The  Company
irrevocably  waives any  objection  to the laying of venue and 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 certified or
registered  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
holder's  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.

         11.      Miscellaneous.

                  (a)  Amendments.  Except as provided in Section  7(g)  hereof,
this Warrant and any  provision  hereof may only be amended by an  instrument in
writing signed by the Company and the holder hereof.

                  (b)  Descriptive  Headings.  The  descriptive  headings of the
several  Sections of this Warrant are  inserted for purposes of reference  only,
and shall not  affect  the  meaning  or  construction  of any of the  provisions
hereof.

                                       13
<PAGE>

                  (c)  Cashless  Exercise.   Notwithstanding   anything  to  the
contrary  contained in this Warrant,  if the resale of the Warrant Shares by the
holder is not then registered  pursuant to an effective  registration  statement
under  the  Securities  Act,  or if the  shares of Common  Stock  issuable  upon
exercise of this Warrant are not then listed on a national  securities  exchange
or automated  quotation  system, or if there is not reserved pursuant to Article
IV of the Notes a  sufficient  number of shares of Common  Stock to permit  full
conversion of the Notes and full exercise of the Warrants (without giving effect
to any  limitations on conversions or exercises  contained in Article III.D.  of
the Notes or Section  7(g)  hereof),  this  Warrant may be exercised at any time
during the Exercise Period by presentation  and surrender of this Warrant to the
Company at its principal executive offices with a written notice of the holder's
intention to effect a cashless  exercise,  including a calculation of the number
of shares of Common Stock to be issued upon such exercise in accordance with the
terms hereof (a "Cashless  Exercise").  In the event of a Cashless Exercise,  in
lieu of paying the  Exercise  Price in cash,  the holder  shall  surrender  this
Warrant for that number of shares of Common Stock  determined by multiplying the
number of Warrant Shares to which it would  otherwise be entitled by a fraction,
the numerator of which shall be the  difference  between the then current Market
Price of a share of the Common  Stock on the date of exercise  and the  Exercise
Price,  and the  denominator of which shall be the then current Market Price per
share of Common Stock.

                  (d)  Business  Day.  For  purposes of this  Warrant,  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.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]



















                                       14
<PAGE>

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

                                          WAVERIDER COMMUNICATIONS INC.

                                          By: ______________________________
                                          Name:_____________________________
                                         Title:_____________________________

























                                       15
<PAGE>


                           FORM OF EXERCISE AGREEMENT

         (To be Executed by the Holder in order to Exercise the Warrant)

To:      WaveRider Communications Inc.


         Facsimile:
         Attn:

         The  undersigned  hereby  irrevocably  exercises  the right to purchase
_____________  shares of the Common  Stock of  WaveRider  Communications  Inc. a
corporation  organized  under the laws of the State of Nevada  (the  "Company"),
evidenced by the attached  Warrant,  and herewith [makes payment of the Exercise
Price with respect to such shares in full][elects to effect a Cashless  Exercise
(as  defined in  Section  11(c) of such  Warrant],  all in  accordance  with the
conditions and provisions of said Warrant.

         The  undersigned  agrees  not to offer,  sell,  transfer  or  otherwise
dispose of any Common Stock  obtained on exercise of the  Warrant,  except under
circumstances that will not result in a violation of the Securities Act of 1933,
as amended, or any state securities laws.

         The  undersigned  requests that the Company cause its transfer agent to
         electronically  transmit  the Common  Stock  issuable  pursuant to this
         Exercise  Agreement  to the account of the  undersigned  or its nominee
         (which is  _________________)  with DTC through its Deposit  Withdrawal
         Agent Commission System ("DTC  Transfer"),  provided that such transfer
         agent  participates  in the  DTC  Fast  Automated  Securities  Transfer
         program.

         In lieu of receiving  the shares of Common Stock  issuable  pursuant to
         this Exercise Agreement by way of DTC Transfer,  the undersigned hereby
         requests that the Company cause its transfer agent to issue and deliver
         to the undersigned  physical  certificates  representing such shares of
         Common Stock.

         The undersigned  requests that a Warrant  representing  any unexercised
portion hereof be issued, pursuant to the Warrant, in the name of the Holder and
delivered to the undersigned at the address set forth below:

Dated:_________________                     ____________________________________
                                                     Signature of Holder

                                            ------------------------------------
                                                    Name of Holder (Print)

                                                           Address:
                                            ------------------------------------
                                            ------------------------------------
                                            ------------------------------------








                                       16
<PAGE>


                               FORM OF ASSIGNMENT

         FOR  VALUE  RECEIVED,   the  undersigned  hereby  sells,  assigns,  and
transfers  all the  rights of the  undersigned  under the within  Warrant,  with
respect  to the  number  of shares of Common  Stock  covered  thereby  set forth
hereinbelow, to:

Name of Assignee                    Address                No. of Shares
----------------                    -------                -------------








,      and      hereby      irrevocably       constitutes      and      appoints
_____________________________________  as agent and attorney-in-fact to transfer
said Warrant on the books of the  within-named  corporation,  with full power of
substitution in the premises.

Dated: _____________________, ____

In the presence of



           Name: ____________________________


           Signature: _______________________
           Title of Signing Officer or Agent (if any):

           Address:  ________________________
                     ________________________


         Note: The above signature  should  correspond  exactly with the name on
the face of the within Warrant.






                                       17