EXHIBIT 10.4

         CLASS J WARRANT

         VOID AFTER 5:00 P.M., NEW YORK CITY
         TIME, ON DECEMBER 8, 2005
         (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 2,461,538 Shares of
                     Common Stock, par value $.001 per share



Date: December 8, 2000



                          WAVERIDER COMMUNICATIONS INC.
                         CLASS J 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,  2,461,538 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 $3.35. 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").

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

                                       1
<PAGE>

         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 December 8 2000, 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
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:

                                       2
<PAGE>

                  (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 Exercise Period the
Company issues or sells,  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

            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.

                                       4
<PAGE>

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% 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 the 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  any  warrants,  rights or  options,  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  any
Convertible  Securities,  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  any
Convertible  Securities  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.

                  (iv)  Calculation  of  Consideration  Received.  If any Common
Stock, Options or Convertible  Securities are issued,  granted or sold for cash,
the  consideration  received  therefor  for purposes of this Warrant will be the
amount received by the Company  therefor,  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


                                       6
<PAGE>

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,  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, 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,  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 Exercise  Period,  issues 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
Exercise  Period,  issues 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
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


                                       7
<PAGE>

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 Exercise Period, subdivides (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 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 Exercise  Period,  combines  (by reverse  stock
split,  recapitalization,  reorganization,  reclassification  or otherwise)  its
shares of Common Stock into a smaller number of shares,  then, after the date of
record for effecting such combination,  the Exercise Price in effect immediately
prior to 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  Exercise  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 Exercise 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.

                  (f) Distribution of Assets.  In case the Company shall declare
or make 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


                                       8
<PAGE>

Exercise 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 rights, warrants, options or any other
form of  convertible  securities  and the  right to  exercise  or  convert  such
securities  would expire in accordance  with their terms prior to the expiration
of the Exercise  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  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;

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


                                       9
<PAGE>

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  Exercise
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.

                  (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.

                                       10
<PAGE>

                  (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.

         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.

                  (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.

                                       11
<PAGE>

                  (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.

         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:

                                       12
<PAGE>

                 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.

                  (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


                                       13
<PAGE>

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