UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

1.       Pursuant to Sections 13 or 15(d) of the  Securities and Exchange Act of
         1934




        Date of Report (Date of earliest event reported): October 1, 2000
       ------------------------------------------------------------------


                          WAVERIDER COMMUNICATIONS INC.
             -------------------------------------------------------
               (Exact name of registrant as specified in charter)


                                     NEVADA
        -----------------------------------------------------------------
         (State or other jurisdiction of incorporation or organization)



               0-25680                               33-0264030
    ----------------------------      -----------------------------------------
      (Commission File Number)          (I.R.S. Employer Identification Number)



         255 Consumers Road, Suite 500, Toronto, Ontario, Canada M2J 1R4
     ----------------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)



                                 (416) 502-3200
     ----------------------------------------------------------------------
              (Registrant's telephone number, including area code)



     ----------------------------------------------------------------------
          (Former name or former address, if changed since last report)




<PAGE>


Item 2.    Acquisition or Disposal of Assets

Acquisition of ADE Network Technology Pty Ltd

Effective October 1, 2000,  WaveRider  Communications  Inc.  ("WaveRider" or the
"Company") acquired ADE Network Technology Pty of Melbourne,  Australia, ("ADE")
a privately-held  wireless  infrastructure  company.  The Company undertook this
acquisition  to provide a sales  presence in Australia and South East Asia where
it believes a strong growing potential market for its products exists.

Under the  terms of the  Agreement,  WaveRider  committed  to pay a  minimum  of
$4,000,000  Australian  (approximately $2.13 Million US) in four equal quarterly
installments   commencing  on  the  closing   date.  In  addition,   the  former
shareholders  of ADE will receive 40% of ADE's revenue in excess of $7.5 Million
Australian  (approximately  $4 Million US) for the 12 months ended September 30,
2001,  up to a maximum  of  $900,000  Australian  (approximately  $480,000  US).
Payment of the first  installment  of  $1,000,000  Australian  was made in cash.
Payment  of the  balance  of the  consideration,  after the  initial  payment at
closing,  can be made, at WaveRider's  sole  discretion,  in the form of shares,
cash or a combination of each.

ADE Network Technology operates offices in Melbourne, Sydney, Canberra, Brisbane
and Perth in  Australia.  In addition to marketing  WaveRider's  fixed  wireless
Internet access products,  ADE's team of 27 sales,  engineering,  administration
and management  professionals will provide professional  planning,  installation
and maintenance  services to wireless Internet Service Providers  throughout the
continent.

As a wholly-owned  subsidiary of WaveRider,  ADE Network Technology's  financial
results will be reported on a consolidated basis with WaveRider's  results.  The
purchase has been completed for a combination of shares and cash,  which have no
material impact on WaveRider's cash and equity position.

Item 7.    Financial Statements

Financial  Statements will be filed on or before  December 15, 2000,  sixty (60)
days  from  the  required  date of this  filing,  as  provided  in Rule  3-05 of
Regulation S-X

           Exhibits

10.1     Share Sale and Subscription Agreement between WaveRider  Communications
         Inc. and ADE Network  Technology Pty Ltd and Philip  William  Anderson,
         Maureen Anderson and Wayne Anderson dated September 29, 2000.

10.2     Amendment No. 1 to the Share Sale and  Subscription  Agreement  between
         WaveRider  Communications  Inc. and ADE Network  Technology Pty Ltd and
         Philip  William  Anderson,  Maureen  Anderson and Wayne  Anderson dated
         October 9, 2000.

Signatures:

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly caused this current  report on Form 8-k to be signed on its
behalf by the undersigned thereunto duly authorized.

Dated:  October 13, 2000

                                         WaveRider Communications Inc.

                                         Per: /s/ Bruce Sinclair
                                              -------------------------------
                                              Bruce Sinclair, President


<PAGE>


                                                                    EXHIBIT 10.1

                  PHILIP WILLIAM ANDERSON, MAUREEN ANDERSON AND

                                 WAYNE ANDERSON

                           (collectively, the Vendors)

                                       and

                          WAVERIDER COMMUNICATIONS INC.

                                   (Purchaser)

                                       and

                         ADE NETWORK TECHNOLOGY PTY LTD

                                 ACN 006 395 026

                                      (ADE)

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

                      SHARE SALE AND SUBSCRIPTION AGREEMENT

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








<PAGE>


THIS AGREEMENT is made the 29th day of September 2000

BETWEEN

PHILIP WILLIAM ANDERSON of 6 Lemon Grove, Bayswater, Victoria (Philip);

AND

MAUREEN ANDERSON of 37 Francis Crescent, Ferntree Gully, Victoria (Maureen);

AND

WAYNE ANDERSON of 4 Finsbury Close, Rowville, Victoria (Wayne),

(together the Vendors);

AND

ADE  NETWORK  TECHNOLOGY  PTY LTD (ACN 006 395  026) of 2  Dublin  Street,  East
Oakleigh, Victoria (ADE);

AND

WAVERIDER  COMMUNICATIONS  INC., a company incorporated in Nevada, of Suite 500,
255 Consumers Road, Toronto, Ontario, Canada (Purchaser).

RECITALS:

A.       Philip, Maureen and Wayne (collectively, the Vendors) are the legal and
         beneficial  owners  of the  Vendor  Shares in the  proportions  set out
         below:

         Philip:                12,000 Shares;
         Maureen:               200,000 Shares; and
         Wayne:                 25,000 Shares.

B.       The  Vendors  wish to sell and the  Purchaser  wishes to  purchase  the
         Vendor Shares on the terms and conditions of this Agreement.

IT IS AGREED as follows:

1.       DEFINITIONS AND INTERPRETATIONS

1.1      Definition

         In this Agreement:

         Accounts  means the accounts in respect of ADE which has been disclosed
         to the Purchaser.

<PAGE>

Accounts Date means 30 June 2000.

Adjustment  Amount means the amount which is the  difference  between the amount
received  in  Australian  dollars by reason of the  disposal of Sale Shares by a
Vendor (less  reasonable  costs of the disposal  incurred by the Vendor) and the
equivalent Consideration amount payable to the Vendors.

Agreement  means the  agreement  constituted  by this  document and includes the
recitals.

Authorisation means any permit,  approval,  authorisation,  consent,  exemption,
filing, licence, notarisation,  registration or waiver however described and any
renewal or variation to any of them.

Business  means the business of wireless  network  communications  carried on by
ADE.

Business  Day means a day that is not a  Saturday,  Sunday or public  holiday in
Victoria.

Claim means in relation to any person, a claim, action or proceeding,  judgment,
damage,  loss, cost, expense or liability incurred by or to or made or recovered
by or against the person,  however arising and whether  present,  unascertained,
immediate, future or contingent.

Consideration  means the  consideration in respect of the Transaction set out in
clause 4.

Encumbrance means any encumbrance,  mortgage,  pledge, charge, lien, assignment,
hypothecation,  security interest, title retention,  preferential right or trust
arrangement and any other security or agreement of any kind given or created and
including any possessory lien in the ordinary course of business whether arising
by operation of law or by contract.

Escrow  Agreement  means an  agreement  entered into between the Vendors and the
Purchaser in relation to  WaveRider  Shares  issued to the Vendors  limiting the
number of  WaveRider  Shares that the Vendors may sell on any one day to no more
than 10% of the  average  daily  number of  WaveRider  Shares  sold  during  the
previous 10 days of trading on the NASDAQ National Market System.

Execution Date means the date of this Agreement.

Governmental Agency means a government or government department,  a governmental
or semi-governmental or judicial person (whether autonomous or not) charged with
the administration of any applicable law.

Guarantees means the guarantees made by any or all of the Vendors and set out in
Schedule C.

<PAGE>

Incremental  Revenue means that  proportion of the Revenue which is greater than
$7.5  million but not more than $9.75  million for the year ending 30  September
2001 which  amount  shall be increased by an amount equal to any decrease in the
capacity of ADE to earn  revenue  during the  relevant  year caused by Purchaser
diverting current revenue generating resources of ADE to non-revenue activities,
reducing ADE's current  expenditure  levels or breach of the covenant set out in
clause  9.6 of this  Agreement,  without  the  express  written  consent  of the
Managing Director of ADE.

Party means a party to this Agreement.

Revenue means, in relation to a period of time, the revenue of ADE as calculated
in  accordance  with  generally  accepted  Australian  accounting  standards and
practices.

Satisfaction  Period  means the  period  commencing  on the  Execution  Date and
expiring 30 September 2000, or such other date as is agreed to in writing by the
Parties.

Securities  means the securities  given by any or all of the Vendors and set out
in Schedule C.

Settlement means the settlement on the Settlement Date of the sale
and purchase of the Vendor Shares.

Settlement  Date means 30 September  2000 unless  otherwise  agreed  between the
Parties.

Share means a fully paid ordinary share in the capital of ADE.

Tax means any tax, levy, charge, impost, duty, fee, deduction,  compulsory loan,
withholding,  stamp, transaction,  registration, duty or similar charge which is
assessed,  levied,  imposed or collected by any government  agency and includes,
but is not limited to, any interest,  fine,  penalty,  charge,  fee or any other
accounting imposed on, or in respect of any of the above.

Transaction  means  the sale and  purchase  of the  Vendor  Shares as set out in
clause 3.

Vendor  Proportions means in, relation to WaveRider Shares issued to the Vendors
or cash paid to the Vendors,  the allocation of WaveRider  Shares or the payment
of cash (as appropriate) in the following proportions:

           Name of Vendor              Proportion of total WaveRider Shares/cash

           Philip                      12/237
           Maureen                     200/237
           Wayne                       25/237

<PAGE>

Vendor Shares means 100% of the fully paid issued  capital of ADE, being 237,000
Shares.

WaveRider Share means a common share in the capital of Purchaser.

1.2        Interpretation

           In this Agreement unless the context otherwise requires:

(a)      headings are for convenience only and do not affect its interpretation;

(b)      an  obligation or liability  assumed by, or a right  conferred on, 2 or
         more  Parties  binds or benefits  all of them  jointly and each of them
         severally;

(c)      the  expression  person  includes  an  individual,  the  estate  of  an
         individual,  a  corporation,  an  authority,  an  association  or joint
         venture (whether  incorporated or unincorporated),  a partnership and a
         trust;

(d)      a   reference   to  any  party   includes   that   party's   executors,
         administrators,  successors and permitted assigns, including any person
         taking by way of novation;

(e)      a reference  to any  document  (including  this  Agreement)  is to that
         document as varied, novated, ratified or replaced from time to time;

(f)      a reference to any statute or to any statutory  provision  includes any
         statutory modification or re-enactment of it or any statutory provision
         substituted for it, and all ordinances, by-laws, regulations, rules and
         statutory instruments (however described) issued under it;

(g)      words  importing  the singular  include the plural (and vice versa) and
         words indicating a gender include every other gender;

(h)      reference to parties,  clauses,  schedules,  exhibits or annexures  are
         references to parties, clauses, schedules, exhibits and annexures to or
         of this  Agreement  and a  reference  to this  Agreement  includes  any
         schedule, exhibit or annexure to this Agreement;

(i)      where a word or phrase is given a defined  meaning,  any other  part of
         speech or grammatical  form of that word or phrase has a  corresponding
         meaning; and

(j)      a reference to $ or dollar is to Australian currency.

2.         CONDITIONS

2.1      This Agreement is subject to and conditional on the satisfaction of the
         following conditions precedent:

<PAGE>

(a)      the Vendors, using their best endeavours, to procure that the employees
         specified in Schedule D enter into  employment  agreements  with ADE on
         terms that are satisfactory to the Purchaser; and

(b)      receipt of:

         (i)      any  necessary  consents  in relation to the leases set out in
                  Schedule E; and

         (ii)     any other third party approvals,  consents,  waivers,  orders,
                  exemptions and agreements reasonably necessary for the ongoing
                  operation of the  Business,  including in relation to material
                  contracts  with  suppliers  and  customers,  each in form  and
                  substance satisfactory to the Purchaser and the Vendors.

2.2        The conditions precedent to this Agreement in clause 2.1 are inserted
           in this  Agreement  solely for the benefit of the  Purchaser  and the
           Purchaser  may,  by notice in writing to the Vendors on or before the
           due date for satisfaction of each of the conditions precedent, either
           waive or grant an  extension of time for  satisfaction  of any one or
           more of the  conditions  or part or  parts  of any one or more of the
           conditions.

2.3        Subject to clause 2.2, if all of the conditions  precedent set out in
           clause 2.1 are not satisfied or waived by the Purchaser in accordance
           with  the   provisions  of  this  Agreement  by  the  expiry  of  the
           Satisfaction  Period,  this Agreement shall be deemed to be at an end
           and of no force or effect with none of the Parties  being  subject to
           any of the  obligations  contained in this Agreement and with none of
           the  Parties  claiming  any right,  at law or in equity,  against any
           other  Party  save  for  the   performance  of  those  covenants  and
           agreements (if any) which should have already have been performed and
           all damages for breach of the same.

2.4        The Parties shall use their best endeavours to satisfy all conditions
           precedent  referred to in clause 2.1 as soon as  possible  after  the
           Execution Date.

2.5        Settlement  of this  Agreement is subject to and  conditional  on the
           Purchaser being satisfied that no material change has occurred in the
           financial position or affairs of ADE between the date of satisfaction
           of the conditions  precedent to this Agreement  referred to in clause
           2.1 and the Settlement Date.

2.6        Settlement  of this  Agreement is subject to and  conditional  on the
           Vendors being  satisfied that no material  change has occurred in the
           financial  position or affairs of the  Purchaser  between the date of
           satisfaction of the conditions  precedent to this Agreement  referred
           to in clause 2.1 and the Settlement Date.

3.         TRANSACTION

           Each of the  Vendors,  as legal and  beneficial  owners of the Vendor
           Shares, in the proportions set out in Recital A above,  agree to sell
           free from  Encumbrances  and the  Purchaser  agrees to  purchase  the
           Shares owned by each Vendor for the  Consideration and on the further
           terms and conditions set out in this Agreement.

<PAGE>

4.         CONSIDERATION

4.1      The consideration payable by the Purchaser to the Vendor is as follows:

(a)        $1,000,000 in cash payable to the Vendors on the Settlement Date;

(b)        $3,000,000  payable to the Vendors in 3 equal  quarterly  instalments
           of  $1,000,000  each,  payable on the following dates:

(i)        that date which is 3 months after the Settlement Date;

(ii)       that date which is 6 months after the Settlement Date; and

(iii)      that date which is 9 months after the Settlement Date; and

(c)        that amount which is 40% of Incremental Revenue, payable on
                     31 October 2001.

4.2        The  Purchaser  may elect to satisfy its  obligations  referred to in
           clauses  4.1(b) and 4.1 (c) by the payment of cash only, by the issue
           of  WaveRider  Shares,  or by a  combination  of cash  and  WaveRider
           Shares.

4.3        If:

         (a)      the   Purchaser   elects  to  partly  or  fully   satisfy  its
                  obligations  referred  to in  clause  4.1(b)  or 4.1(c) by the
                  issue of WaveRider Shares;

         (b)      a  Vendor  sells  some or all of his or her  WaveRider  Shares
                  (Sale  Shares)  within 30 days of the issue of the Sale Shares
                  on market at arms length; and

         (c)      the  Vendor,  by reason of such a bona fide on market  sale at
                  arms length,  recovers  (after  taking  account of  reasonable
                  costs of the sale  incurred by the Vendor) other than the cash
                  amount the Vendor  would have  received if the  Purchaser  had
                  elected  to satisfy  its  obligations  by the  payment of cash
                  rather than  satisfying  its  obligations  by the issue of the
                  Sale  Shares,  the  Purchaser  shall pay to or claim from that
                  Vendor the Adjustment Amount.

4.4      The  Adjustment  Amount is payable  to or claimed  from a Vendor at the
         following times:

         (a)      if  the  Adjustment  Amount  relates  to  Sale  Shares  issued
                  pursuant to clause 4.1(b), at the same time as the immediately
                  following  instalment of the Consideration  pursuant to clause
                  4.1(b) or 4.1(c) if payable (or if no Consideration is payable
                  pursuant to clause 4.1(c), on 31 October 2001); and

<PAGE>

         (b)      if  the  Adjustment  Amount  relates  to  Sale  Shares  issued
                  pursuant to clause 4.1(c), on 31 December 2001.

4.5      In the  event  that the  Purchaser  is  required  to pay to a Vendor an
         Adjustment Amount:

         (a)      the  Purchaser may elect to pay the  Adjustment  Amount in the
                  manner  referred  to in clause  4.2 if the  Adjustment  Amount
                  relates to Sale Shares issued pursuant to clause 4.1(b); and

         (b)      the Purchaser  must pay the  Adjustment  Amount in cash if the
                  Adjustment  Amount  relates to Sale Shares issued  pursuant to
                  clause 4.1(c).

4.6      In the event that the  Purchaser  is entitled to claim from a Vendor an
         Adjustment Amount:

         (a)      the Adjustment  Amount shall be offset against the immediately
                  following instalment of the Consideration  payable pursuant to
                  clause 4.1(b) or 4.1(c) if the  Adjustment  Amount  relates to
                  Sale Shares issued pursuant to clause 4.1(b); and

         (b)      the Adjustment  Amount shall be paid in cash by the respective
                  Vendor if it relates to Sale Shares issued  pursuant to clause
                  4.1(c).

4.7        All  calculations  relating to the number of  WaveRider  Shares to be
           issued to the Vendors as part of the Consideration will be determined
           in accordance with the following formula:

           X =       Y x Z
                     -----
                       SP

           where:

         X        = the number of  WaveRider  Shares to be issued to the Vendors
                  as part of the Consideration;

         Y        = the equivalent  Consideration  amount payable to the Vendors
                  in Australian dollars;

         Z        = the  AUD$:US$  exchange  rate sell rate as  published in the
                  Australian  Financial  Review  on the day prior to the date on
                  which any WaveRider  Shares are to be issued to the Vendors as
                  part of the Consideration; and

         SP       = the average trading price of WaveRider  Shares on the NASDAQ
                  Composite  Index at the close of trading on the last 5 trading
                  days prior to the date on which any WaveRider Shares are to be
                  issued to the Vendors as part of the Consideration.

<PAGE>

5.         SETTLEMENT

5.1        Settlement of the Transaction shall take place on the Settlement Date
           at the  offices of ADE or at such other  offices as the  Parties  may
           otherwise  agree and at such time as shall be agreed by the  Parties.
           Irrespective  of the date on which  Settlement  actually takes place,
           Settlement shall be deemed to have taken place on 30 September 2000.

5.2        At Settlement,  the Vendors must confer on the Purchaser title to the
           Vendor  Shares and place the  Purchaser in effective  possession  and
           control of ADE. To this end, at or prior to  Settlement,  the Vendors
           must:

         (a)      if required by the Purchaser, deliver or cause to be delivered
                  to the Purchaser in a form and substance  satisfactory  to the
                  Purchaser:

                  (i)      share certificates in respect of the Vendor Shares;

                  (ii)     separate  instruments of transfer in registrable form
                           of the Vendor  Shares in favour of the  Purchaser (as
                           transferee)  which have been duly executed by each of
                           the Vendors in relation  to their  respective  Vendor
                           Shares (as transferor);

                  (iii)    the common seal (and any duplicate common seal, share
                           seal or official seal) of ADE;

                  (iv)     all available copies of the constitution of ADE;

                  (v)      the minute  books and other  records of  meetings  or
                           resolutions of members and directors of ADE;

                  (vi)     all  registers  of ADE  (including  the  register  of
                           members,  register of options, register of directors,
                           register of charges)  in proper  order and  condition
                           and fully entered up to the Settlement Date;

                  (vii)    all cheque books,  financial and accounting books and
                           records,  copies  of  tax  returns  and  assessments,
                           mortgages,  leases,  agreements,  insurance policies,
                           title   documents,   licences,   indicia   of  title,
                           contracts,   certificates   and  all  other  records,
                           papers, books and documents of ADE;

                  (viii)   a duly completed  authority for the alteration of the
                           signatories of each bank account of ADE in the manner
                           required by the  Purchaser by written  notice  before
                           the Settlement Date; and

                  (ix)     all current Authorisations and other documents issued
                           to ADE under any legislation or ordinance relating to
                           its business activities;

         (b)      procure that duly  convened  meetings of the  directors of ADE
                  are held and procure at those meetings (as applicable):

<PAGE>

                  (i)      the approval of the registration  (subject to payment
                           of stamp duty) of the  transfers of the Vendor Shares
                           and the  issue  of a new  share  certificate  for the
                           Vendor Shares in the name of the Purchaser;

                  (ii)     if  required by the  Purchaser,  the  appointment  as
                           additional  directors and secretaries of ADE of those
                           persons  nominated by the Purchaser by written notice
                           before the Settlement Date;

                  (iii)    if  required by the  Purchaser,  the  retirement,  by
                           written notice,  of the Vendors'  representatives  as
                           secretary  and  directors of ADE with effect from the
                           end of that meeting  acknowledging  that each of them
                           has no Claim of any kind  whatsoever  against  ADE by
                           way of compensation or entitlement for loss of office
                           including  (without  limitation) in respect of his or
                           her legal  entitlements to accrued long service leave
                           and annual pay (if any);

                  (iv)     if required by the  Purchaser,  the revocation of all
                           existing authorities to operate bank accounts; and

                  (v)      the transaction of any other  reasonable  business of
                           which  the  Purchaser  may  give  notice  before  the
                           Settlement Date; and

         (c)      deliver  possession  and  place  the  Purchaser  in  operating
                  control of ADE.


5.3        At  Settlement,  the  Purchaser  must pay to the  Vendors  a total of
           $1,000,000, to be allocated amongst each of the Vendors in the Vendor
           Proportions.  Such  payment  will be in the  form of a trust  account
           cheque from the trust  account of  Steinepreis  Paganin,  Lawyers and
           Consultants.   In  addition,   Purchaser  must  present  an  executed
           counterpart of the employment agreement for Mr. William Anderson,  in
           the form of Schedule F and an executed  counterpart of the employment
           agreement for Mr. Wayne Anderson, in the form of Schedule G.


6.         ANNOUNCEMENTS

           The Purchaser and ADE agree that there will be no public announcement
           or other  disclosure of the matters  dealt with in this  Agreement or
           that  discussions  and  negotiations  concerning the  Transaction are
           occurring  between them until they have both agreed thereto or unless
           otherwise  required by law or by regulatory law or regulatory rule or
           policy.  If  either  the  Purchaser  or  ADE  is  required  by law or
           regulatory  rule or  policy  to make a public  announcement,  it will
           provide as much notice to the other of them as  reasonably  possible,
           including the proposed text of the announcement.

7.         COVENANTS BY THE VENDORS AND ADE

7.1        The  Vendors  and ADE  covenant  with the  Purchaser  that during the
           period   commencing  on  the  Execution  Date  and  expiring  on  the
           Settlement  Date,  ADE  will  not,  except  as  contemplated  by this
           Agreement, without the prior written consent of the Purchaser:

<PAGE>

         (a)      enter  into,  terminate  or  alter  any  term of any  material
                  contract or commitment;

         (b)      other than in the ordinary  course of its Business,  incur any
                  material liability;

         (c)      other than in the ordinary course of its Business, acquire any
                  asset or authorise any material capital expenditure;

         (d)      other than in the ordinary course of its Business, dispose of,
                  agree to dispose  of,  assign,  agree to assign,  encumber  or
                  grant any option over any of its assets or any interest in any
                  of them;

         (e)      other than in the  ordinary  course of its  business,  hire or
                  terminate  the  employment of or pay or agree to pay any bonus
                  or allowance to any employee or alter the terms of  employment
                  (including the terms of  superannuation  or any other benefit)
                  of any employee;

         (f)      grant any option to subscribe for any security in ADE or allot
                  or issue or agree  to allot or issue  any  security,  share or
                  loan  capital or any  security  convertible  into any share or
                  loan capital in ADE other than as set out in this Agreement;

         (g)      resolve to reduce its share capital in any way;

         (h)      enter into a  buy-back  agreement  or  resolve to approve  the
                  terms of a buy-back agreement;

         (i)      declare or pay any dividend or make any other  distribution of
                  its assets or profits;

         (j)      alter  or  agree  to  alter  its  constitution  other  than as
                  provided for in this Agreement;

         (k)      pass any  resolution  other  than in the  ordinary  course  of
                  business; or

         (l)      resolve any programs or budgets in relation to ADE.

7.2      For the purposes of this  Agreement and until  Settlement,  the Vendors
         must use their best endeavours to:

         (a)      give the  Purchaser all such  assistance  and  information  in
                  regard to the property and affairs of ADE; and

         (b)      make   available   for   access  to  the   Purchaser   or  its
                  representatives  all books,  records and documents (whether in
                  written,  electronic or other form) in its possession or under
                  its control,

           as the  Purchaser may require to enable the Purchaser to gain further
           knowledge about the Business (and its operation and conduct) and take
           control of ADE.

<PAGE>

7.3        If, before the Settlement Date, an event occurs which has or may have
           a material effect of the profitability or value of the Vendor Shares,
           the Vendors must, immediately upon becoming aware of that event, give
           written notice to the Purchaser fully describing the event.

7.4        In the event  that all or any of the  Vendors  are  issued  WaveRider
           Shares  pursuant  to  clause 4, the  Vendors  jointly  and  severally
           covenant  that  they  will,  on the date of  issue of such  WaveRider
           Shares, each enter into an Escrow Agreement.

7.5        The Vendors jointly and severally covenant that they will provide all
           reasonable  assistance  to the Purchaser as is required to enable the
           Purchaser to satisfy its obligations under clause 9.3.

8.         REPRESENTATIONS AND WARRANTIES BY THE VENDORS AND ADE

8.1        Each of the  Vendors  and  ADE  jointly  and  severally  warrant  and
           represent to the  Purchaser,  as an  inducement  to the  Purchaser to
           enter into this  Agreement  and it is a condition  of this  Agreement
           that each of the statements set out in Schedule A are true,  complete
           and accurate, both at the Execution Date and at the Settlement Date.

8.2        Each of the Vendors and ADE jointly and severally indemnify and agree
           to indemnify the Purchaser against any Claim against the Purchaser to
           the extent that the Claim arises from or is connected with any breach
           of any  warranty  by such  Vendor set out in  Schedule A or any other
           terms of this Agreement.

8.3        The  warranties set out in Schedule A will remain in full force for a
           period of one year from Settlement, except for clauses 6.7, 13 and 16
           in  Schedule A which  will  remain in full force for a period of five
           years,  and the provisions of clauses 8.1 and 8.2 will remain in full
           force  with  respect  to each  warranty  for the  corresponding  time
           period, and be binding notwithstanding  Settlement and shall continue
           for the benefit of the  Purchaser  and shall not be  extinguished  or
           merged on Settlement.

8.4        The  matters set out in Schedule A and clause 8.2 will be taken to be
           repeated by the Vendors and ADE on the Settlement Date with reference
           to the facts and circumstances existing at that date.

9.         COVENANTS BY THE PURCHASER

9.1        To the  extent to which the  Purchaser  elects to pay to the  Vendors
           some or all of the  Consideration  set out in  clause 4 in  cash,  it
           shall pay such  Consideration by bank cheque, to be allocated amongst
           each of the Vendors in the Vendor Proportions.

9.2        To the  extent to which the  Purchaser  elects to pay to the  Vendors
           some or all of the  Consideration  set out in  clause 4 in  WaveRider
           Shares,  the Purchaser shall deliver or cause to be delivered to each
           of  the  Vendors   share   certificates   together   totalling   such
           Consideration,  which share  certificates  shall  allocate  WaveRider
           Shares between the Vendors in the Vendor Proportions.


9.3        The Purchaser covenants with the Vendors that:

<PAGE>

         (a)      during  the  period  commencing  on the  Settlement  Date  and
                  expiring 90 days  thereafter,  the Purchaser  will, at its own
                  cost,  obtain a release of the  guarantee  and  indemnity  for
                  $357,036 given by William Anderson and Maureen  supported by a
                  registered  mortgage  over  property  situated  at 37  Francis
                  Crescent,   Ferntree  Gully,  Victoria  which  guarantees  and
                  indemnity forms part of the Guarantees and Securities ; and

         (b)      subject to clause 9.3(a),  during the period commencing on the
                  Settlement  Date  and  expiring  6  months   thereafter,   the
                  Purchaser  will,  at its own  cost,  obtain a  release  of the
                  Guarantees  and  Securities  made by any or all of the Vendors
                  and/or William Anderson,

           provided that it will use its best  endeavours to obtain a release of
           Guarantees and Securities as soon as  practicable  after  Settlement.
           Until such time as a full and complete release has been obtained, the
           Purchaser and ADE agree to indemnify the Vendors and William Anderson
           against any Claim  against any or all of those persons made under the
           Guarantees and Securities.


9.4      If, before the Settlement Date, an event occurs which has or may have a
         material effect on the profitability or value of WaveRider Shares,  the
         Purchaser  must,  immediately  upon becoming aware of that event,  give
         written notice to the Vendors fully describing the event.

9.5      The Purchaser  covenants with the Vendors that it will by no later than
         30 days after the  Settlement  Date file with the  Securities  Exchange
         Commission of the United States of America:

         (a)      a registration  statement with respect to the initial issuance
                  of  WaveRider  Shares to the Vendors as  contemplated  by this
                  Agreement; and

         (b)      a registration statement with respect to such sale or disposal
                  of the WaveRider  Shares by the Vendors as may occur  pursuant
                  to this Agreement,

         and will do all other  things  necessary to ensure that the Vendors are
         able to hold, dispose of or otherwise deal with the WaveRider Shares as
         they think fit subject only to the terms of the Escrow Agreement.


9.6      WaveRider  covenants to provide cash or credit  facilities to a minimum
         of  $1,000,000  for the ongoing  operations  and growth of ADE,  within
         ninety (90) days following  Settlement in accordance  with  appropriate
         spending and budgetary  controls to be  implemented by ADE and approved
         by the Purchaser.

9.7      The Purchaser covenants to use its reasonable  endeavours to enable ADE
         to achieve a revenue of $12,500,000 during the year ending 30 September
         2001.
<PAGE>

10.        REPRESENTATIONS AND WARRANTIES BY THE PURCHASER

10.1       The Purchaser warrants and represents to the Vendor, as an inducement
           to the Vendors to enter into this  Agreement and it is a condition of
           this  Agreement that each of the statements are set out in Schedule B
           are true,  complete and accurate,  both at the Execution  Date and at
           the Settlement Date.

10.2       The Purchaser indemnifies and agrees to indemnify the Vendors against
           any Claim against any Vendor to the extent that the Claim arises from
           or is connected  with any breach of any warranty by the Purchaser set
           out in Schedule B or any other terms of this Agreement.

10.3       The  warranties  set out in Schedule B and the  provisions of clauses
           10.1  and  10.2   will   remain  in  full   force   and  be   binding
           notwithstanding  Settlement and shall continue for the benefit of the
           Vendors and shall not be extinguished or merged on Settlement.

10.4       The matters set out in Schedule B and clause 10.2 will be taken to be
           repeated by the Purchaser on the  Settlement  Date with  reference to
           the facts and circumstances existing at that date.

11.        NOTICES

11.1       Each notice authorised or required to be given to a Party shall be in
           writing and may be delivered personally or sent by properly addressed
           and prepaid mail or facsimile in each case  addressed to the Party at
           its  address  set out in clause  11.2,  or as the case may be to such
           other address as it may from time to time notify to the other Parties
           pursuant to clause 11.3.

11.2       The initial address of the Parties shall be as follows:

           In the case of the Purchaser:

           WaveRider Communications Inc.
           Suite 500, 255 Consumers Road
           Toronto, Ontario
           Canada
           Facsimile:INT + (416) 502 2968
           Attention:Mr J Chapman

           In the case of the Vendors or ADE:

           2 Dublin Street
           East Oakleigh
           Victoria  3166

           Facsimile:INT + (61 3) 9543 5582
           Attention:Mr W Anderson

<PAGE>

11.3     Each Party may from time to time  change its  address by giving  notice
         pursuant to clause 11.1 to the other Parties.

11.4     Any notice given pursuant to clause 11.1 will be conclusively deemed to
         have been received:

         (a)      in  the  case  of  personal  delivery,  on the  actual  day of
                  delivery if delivered prior to 5 pm (local time) on a Business
                  Day or on the next following Business Day if delivered after 5
                  pm (local  time) on a Business Day or on other than a Business
                  Day;

         (b)      if sent by mail, on the fifth clear Business Day after the day
                  of posting; or

         (c)      if sent by facsimile,  on the day after the facsimile was sent
                  by clear transmission.

12.        NON-ASSIGNMENT

           No Party may assign any or all of its  rights and  obligations  under
           this Agreement to any person except with the prior written consent of
           the other Party which consent shall not unreasonably be withheld.

13.        FURTHER ASSURANCE

           Each Party shall sign, execute and do all deeds, acts,  documents and
           things  as  may   reasonably  be  required  by  the  other  Party  to
           effectively  carry out and give effect to the terms and intentions of
           this Agreement.

14.        GOVERNING LAW

           This Agreement  shall be governed by and construed in accordance with
           the law from time to time in the State of  Victoria  and the  Parties
           agree to submit to the  non-exclusive  jurisdiction  of the courts of
           Victoria and the courts which hear appeals therefrom.

15.        VARIATION

           No modification or alteration of the terms of this Agreement shall be
           binding  unless made in writing dated  subsequent to the date of this
           Agreement and duly executed by the Parties.

16.        COSTS

16.1     All stamp duty  assessed  on or in respect of this  Agreement  shall be
         paid by the Purchaser.

16.2     It is acknowledged that:

         (a)      the Purchaser shall bear its own legal costs of and incidental
                  to  the   preparation,   negotiation  and  execution  of  this
                  Agreement; and

<PAGE>


         (b)      the Vendors shall bear their own costs and the costs of ADE of
                  and incidental to the  preparation,  negotiation and execution
                  of this  Agreement,  together with all fees paid or payable by
                  ADE to  third  parties  directly  or  indirectly  involved  in
                  facilitating  the  Transaction,  provided  that such costs are
                  incurred after 15 July 2000.


17.        MISCELLANEOUS

17.1       If any provision of this Agreement is invalid and not  enforceable in
           accordance   with  its  terms,   all  other   provisions   which  are
           self-sustaining and capable of separate enforcement without regard to
           the invalid provision, shall be and continue to be valid and forceful
           in accordance with their terms.

17.2       This Agreement shall constitute the sole understanding of the Parties
           with respect to the subject matter and replaces all other  agreements
           with respect thereto.

17.3       This  Agreement  may  be  executed  in  any  number  of  counterparts
           (including by way of facsimile) each of which shall be deemed for all
           purposes to be an original and all such  counterparts  taken together
           shall be deemed to constitute one and the same instrument.

17.4       Time shall be of the essence in this Agreement in all respects.

EXECUTED by the Parties as a Agreement.

SIGNED by                                    )
PHILIP WILLIAM ANDERSON                      )
in the presence of:                          )    ______________________________
                                                           (Signature)
--------------------------------------------
Signature of Witness

--------------------------------------------
Full Name of Witness

--------------------------------------------
Address:
--------------------------------------------
Occupation:






<PAGE>




SIGNED by                                    )
MAUREEN ANDERSON                             )
in the presence of:                          )    ______________________________
                                                             (Signature)
--------------------------------------------
Signature of Witness

--------------------------------------------
Full Name of Witness

--------------------------------------------
Address:
--------------------------------------------
Occupation:




SIGNED by                                    )
WAYNE ANDERSON                               )
in the presence of:                          )    ______________________________
                                                             (Signature)
--------------------------------------------
Signature of Witness

--------------------------------------------
Full Name of Witness

--------------------------------------------
Address:
--------------------------------------------
Occupation:




<PAGE>


SIGNED for and on behalf of                  )
WAVERIDER COMMUNICATIONS INC. by its duly    )
authorised  Signatory in the presence of:    )      ____________________________
                                                               (Signature)

--------------------------------------------
Signature of Witness

--------------------------------------------
Full Name of Witness

--------------------------------------------
Address:
--------------------------------------------
Occupation:




EXECUTED BY ADE NETWORK TECHNOLOGY PTY LTD ACN 006 395 026     )
in accordance with the Corporations Law:                       )
                                                               )





--------------------------------------------------------------
Director

--------------------------------------------------------------
Director/Secretary


<PAGE>


                                   SCHEDULE A

                                VENDOR WARRANTIES

1.         SHARES AND CAPITAL

1.1        Title

           The Vendors are together the legal and beneficial owner of the Vendor
           Shares which are free from Encumbrances.

1.2        Consents

           Each of the Vendors are able to sell and transfer  the Vendor  Shares
           without the consent of any other  person and free of any  pre-emptive
           rights or rights of first  refusal  (subject to the  directors of ADE
           approving the registration of the transfer of the Vendor Shares).

1.3        Issued capital

           The Vendor Shares constitute all of the issued share capital of ADE.

1.4        Fully paid

           The Vendor  Shares are fully paid and no money is owing in respect of
           them.

1.5        Issue of other securities

           ADE is not  under  any  obligation  to allot  and  issue  and has not
           granted any person the right to call for the  allotment  and issue of
           any shares in ADE or other securities  convertible into shares of ADE
           at any time.

1.6        Encumbrances

           The Vendor Shares are not, and will not be, on Settlement, subject to
           any  Encumbrance or other  liability which would attach to the Vendor
           Shares to bind the Purchaser.

1.7        Proceedings

           The  Vendors  are not  involved  in,  or aware  of,  any  current  or
           threatened  civil or criminal  proceedings,  arbitration  or dispute,
           relating to the Vendor Shares.

1.8        Judgments

           The Vendors  are not aware of any  unsatisfied  judgments,  orders or
           writs of execution against the Vendors or ADE or affecting the Vendor
           Shares.
<PAGE>

2.         AUTHORITY AND CORPORATE STATUS

2.1        Corporate existence

           ADE:

         (a)      is a proprietary limited company;

         (b)      has the power to own its assets and carry on its  business  as
                  it is now being conducted; and

         (c)      is not  registered and is not required to be registered in any
                  place other than its present place of incorporation.

2.2        Compliance with constituent documents

           The business  affairs of ADE have been  conducted in accordance  with
the constitution of ADE.

2.3        Judgments

           Neither the Vendors nor ADE are aware of any  unsatisfied  judgments,
           orders or writs of execution  against ADE or affecting  its business,
           assets or affairs.

2.4        Proceedings

           To the  best  of the  Vendors'  knowledge,  there  is no  current  or
           threatened  civil or  criminal  proceeding,  arbitration  or dispute,
           involving ADE.

3.         ACCURACY OF INFORMATION

3.1        Information accurate

           All  information  given by or on behalf of the Vendors  and/or ADE to
           the  Purchaser  or its advisers in respect of ADE and the sale of the
           Vendor  Shares,  is accurate and complete and not  misleading  in all
           material respects.

3.2        Material information disclosed

         All  information  which is  material to a buyer for value of the Vendor
         Shares has been disclosed to the Purchaser.

4.         THE ACCOUNTS

4.1        Basis of preparation

           In all material respects, the Accounts:

         (a)      show a true and fair view of the  financial  position  and the
                  assets and  liabilities of ADE at the Accounts Date subject to
                  the qualification of the Company's auditors,  Messrs Lundstrom
                  Dickson  Barbarti,  set  out  in  their  audit  report  of the
                  Company's  financial  reports for the year ended 30 June 2000,
                  which report is dated on or about 28 September 2000;
<PAGE>

         (b)      are not affected by any unusual or non-recurring item;

         (c)      include all reserves  and  provisions  for  taxation  that are
                  necessary  to cover all Tax  liabilities  of ADE in respect of
                  any period up to the Accounts Date;

         (d)      take  account of all gains and  losses,  whether  realised  or
                  unrealised, arising from foreign currency transactions;

         (e)      include all liabilities of ADE at the Accounts Date; and

         (f)      set  out all  contingent  liabilities  of ADE at the  Accounts
                  Date.

5.         POSITION SINCE ACCOUNTS DATE

5.1        Position since Accounts Date

           Since the Accounts Date:

         (a)      the business of ADE has been conducted in the ordinary  course
                  of ordinary business and in a proper and efficient manner;

         (b)      ADE has not  disposed  of any of its assets  other than in the
                  ordinary course of business;

         (c)      ADE has not  acquired  any  material  assets other than in the
                  ordinary course of business;

         (d)      ADE  has  not  incurred  any  liabilities  other  than  in the
                  ordinary course of business;

         (e)      there  has  been no  material  adverse  change  affecting  the
                  business of ADE, the assets of ADE or the financial or trading
                  position or prospects of ADE; and

         (f)      no  dividends,   bonus  issues  or  other   distributions   or
                  repayments of shareholders' loans have been declared,  made or
                  paid by ADE.

6.         ASSETS

6.1        Title of Assets

         Otherwise than as previously disclosed to the Purchaser in writing, all
         of the assets of ADE are:

         (a)      fully paid for;

         (b)      in the possession of ADE;

<PAGE>

         (c)      used solely by ADE;

         (d)      the  absolute  property  of ADE free of all  Encumbrances  and
                  other third party rights; and

         (e)      not the  subject of any lease or hire  purchase  agreement  or
                  agreements for purchase on deferred terms.

6.2        Assets of Business

           All of the  assets  used in  conducting  the  Business  and which are
           reasonably necessary for the continuing conduct of the Business:

         (a)      are in adequate  condition and state of repair  rendering them
                  fit for use and suitable in the conduct of the Business; and

         (b)      comprising  plant  and  equipment  have  been  maintained  and
                  repaired by ADE as required and are, at the Execution Date, in
                  reasonable working condition.

6.3        Sale of its assets

         ADE has no legally binding  commitment to sell or dispose of any of its
         assets.

6.4        Orders

           No orders or notices have been served on ADE in respect of its assets
           which are  currently  unsatisfied  and  would  seriously  impair  and
           interfere  with the use of any of those  assets or the conduct of the
           Business.

6.5        Investigation or inquiry

           To the best of the Vendors' knowledge, there has not been, during the
           3 years  immediately  preceding the Execution  Date,  and there is no
           existing investigation or enquiry by or on behalf of any governmental
           or state authority relating to the Business,  transactions or affairs
           of ADE other  than has been  previously  disclosed  in writing to the
           Purchaser.

6.6        Compliance

           As far as the Vendors are aware:

         (a)      ADE complies  with local  government,  environmental,  health,
                  safety  and  other  regulations  for  lawful  conduct  of  the
                  Business; and

         (b)      ADE has filed the necessary  returns,  information  or notices
                  with the  relevant  statutory  authorities  with regard to the
                  Business.

<PAGE>

6.7        Regulatory

           ADE did not do or omit to do, by itself, its agents or employees, any
           act which may render ADE liable for prosecution for any offence,  and
           for any fine, penalty, damages and costs, under any of the following:

         (a)      the Corporations Law;

         (b)      the Trade Practices Act 1974 (Cth); and

         (c)      any other statutory  regulations  affecting the conduct of the
                  Business.

7.         RECEIVABLES

7.1        Collectability

           To the best of the Vendors' knowledge, all debts owing to and amounts
           due to ADE are  collectable  within  three (3)  months for their full
           amounts and are not subject to any counter-claim or set off except to
           the extent described or provided in the Accounts.

7.2        Amounts owing

         ADE is not owed any  money  other  than  trade  debts  incurred  in the
         ordinary course of business and cash at bank.

8.         SECURITY INTERESTS

           ADE has  granted or created,  or agreed to grant or create,  and is a
           party  to  only  those   loans,   guarantees,   letter  of   comfort,
           indemnities,   finance   leases,   hire   purchase   agreements,   or
           Encumbrances which are disclosed in the Accounts.

9.         CONTRACTS

9.1        Nature of contracts

           Save for as  previously  disclosed in writing to the  Purchaser,  any
agreement binding on ADE:

         (a)      is within the ordinary course or ordinary business of ADE; and

         (b)      is at arm's length.

         9.2      Losses under contracts

           Except as  disclosed  in the  Accounts,  no losses are expected to be
           incurred under contracts  currently  being  undertaken by ADE, having
           regard to all expected  revenue from,  and the cost to be incurred in
           providing services under those contracts.

<PAGE>

9.3        No restrictive covenants

         ADE is not a party to any  agreement  which  restricts  its  freedom to
         engage in any activity or business in any area.

9.4        Change of control

           ADE is not a party to any  agreement  under  which any third party is
           entitled  or  likely,  as a result  of a change in  ownership  of the
           Vendor Shares:

         (a)      to terminate the agreement; or

         (b)      to require the adoption of terms which are less  favourable to
                  ADE than the current terms.

9.5        No default

           To the best of the Vendors' knowledge, no party to any agreement with
           ADE is in  default  under  it or  would  be in  default,  but for the
           requirements of notice or lapse of time, or both.

9.6        No notices

           ADE has not  received any notice which might affect any rights of the
           Purchaser or the  exercise of any rights by the  Purchaser in respect
           of any agreement.

10.        SHAREHOLDINGS AND MEMBERSHIPS

10.1       Shareholdings

           ADE is not the holder or the beneficial  owner of any shares or other
           capital or securities convertible into shares or other capital in any
           other company.

10.2       Memberships

         ADE is not a member of any joint venture, partnership or unincorporated
         association.

11.        EMPLOYEES

11.1       Disclosure

           The following have been fully and accurately disclosed by the Vendors
           to the  Purchaser  and are  correctly  recorded  in ADE's  wages  and
           financial records in respect of each employee of ADE:

         (a)      duration of employment;

         (b)      terms and conditions of employment;

         (c)      wages, salary, benefits and entitlements of each employee; and

<PAGE>

         (d)      details   of  annual   holidays,   long   service   leave  and
                  superannuation in respect of each employee.

11.2       Records

         ADE maintains  adequate records as required by law relating to existing
         and former employees.

11.3       Liabilities

           To the  best  of the  Vendors'  knowledge,  ADE  has  no  present  or
           contingent  liability  to any former  employee  for any  entitlements
           arising out of the employment by ADE,  including for  compensation or
           damages for wrongful or unfair dismissal or for redundancy.

11.4       ADE's obligations

           ADE has complied with its financial  obligations to employees imposed
           under any agreement,  award,  legislation or otherwise.  ADE is not a
           party to any collective bargain, enterprise or similar agreement with
           any employers, labour unions or associations.

11.5       Remuneration

         ADE has not  materially  altered  the  remuneration  or  conditions  of
         employment of its employees since the Account Date.

11.6       Superannuation

           ADE contributes to a superannuation for the benefit of employees. The
           Vendors warrant that to the best of their knowledge and belief:

         (a)      the  superannuation  fund is a complying  superannuation  fund
                  within  the  Superannuation  Industry  (Supervision)  Act 1993
                  (Cth) and complies with other relevant legislation; and

         (b)      ADE has made all  contributions  to the fund it is required to
                  make to comply with any contractual  obligation with employees
                  or under an industrial  award or agreement,  and in accordance
                  with the  Superannuation  Guarantee  Scheme, in respect of all
                  employees, up to the Execution Date.

12.        COMPLIANCE WITH LEGISLATION

         (a)      To the best of ADE's and the  Vendor's  knowledge  and belief,
                  ADE  has  all  necessary   licences,   consents,   permission,
                  authorities  and permits  required to conduct the Business and
                  has paid all fees due in  relation to them and  complied  with
                  all conditions under them; and

         (b)      To the best of their knowledge and belief, the Vendors and ADE
                  do  not  know  of  any  factor  which  might   prejudice   the
                  continuance  or renewal of any licence,  consent,  permission,
                  authority or permit required under Warranty 12(a).

<PAGE>

13.        LITIGATION

13.1       ADE not a party to any litigation

           ADE is not,  nor has it in the last 6 months  been a party or subject
           to   any   investigation,    prosecution,   litigation,   arbitration
           proceedings  or any other form of mediation or dispute  resolution in
           respect of the business, the assets of ADE or its employees.

13.2       No litigation pending or threatened

           To the best of the Vendors' knowledge, no investigation, prosecution,
           litigation,  proceeding  or any other  form of  mediation  or dispute
           resolution is pending or threatening.

13.3       No circumstances

           To the best of the Vendor's and ADE's knowledge and belief, there are
           no  circumstances  which  might  given  rise  to  any  investigation,
           prosecution, litigation, proceeding or any other form of mediation.

13.4       No writ of execution

           No writ of execution has been issued against ADE.

13.5       No receiver

           No receiver and manager of any part of the  undertaking  or assets of
           ADE has been appointed or is threatened to be appointed.

14.        SOLVENCY

14.1       No liquidation or winding up

           ADE has not gone into  liquidation or passed a winding-up  resolution
           nor received a notice to liquidate or be wound up.

14.2       No petition

           No petition or other  process for  winding-up  has been  presented or
           threatened  against ADE and there are not circumstances  justifying a
           petition or other process.

15.        RECORDS AND CONSTITUENT DOCUMENTS

15.1       Records

         All accounts, registers, books, ledgers and financial and other records
         of ADE:

<PAGE>

         (a)      are in all material respects up-to-date;

         (b)      have  in all  material  respects  been  fully  and  accurately
                  maintained;

         (c)      comply in all material respects with all legal requirements;

         (d)      to the best of the Vendors'  knowledge and belief,  are in the
                  possession or under the control of ADE; and

         (e)      will be delivered to the Purchaser on or before Settlement.

15.2       Constitution

         ADE has supplied  accurate and up-to-date copies of its constitution to
         the Purchaser.

15.3       Register of members

           ADE has not  received  any  notice  of any  application  or  intended
           application for the  rectification  of its register of members or any
           other register which it is required by law to maintain.

15.4       Australian Securities & Investments Commission

           ADE  has  lodged  with  the   Australian   Securities  &  Investments
           Commission all returns, particulars,  resolutions and documents which
           are  relevant  to  indicate  the  position  relating  to  ADE  at the
           Execution  Date and the  information  contained in those  returns and
           documents is accurate and complete.

16.        TAXES AND DUTIES

16.1       Tax paid

         Any Tax payable in respect of any  transaction,  income or asset of ADE
         has been paid up to 30 June 1999.

16.2       Provision in Accounts

           Adequate  provision  has been made in the Accounts for any Tax on ADE
           which the Vendor or ADE is aware is payable or may become payable but
           which is unpaid.

16.3       Withholding tax

           Any  obligation  under  any  applicable  tax law to  withhold  as Tax
           amounts  at source  including  but not  limited to  withholding  tax,
           prescribed payments system tax and royalties has been complied with.

<PAGE>

16.4       Documents stamped

           Any  duty  payable  in  respect  of any  Tax law in  relation  to any
           transaction  or  agreement  to which ADE is or has been a party or by
           which ADE  derives,  or has  derived a  substantial  benefit has been
           paid.

16.5       Records

         ADE has  maintained,  in all  material  respects,  proper and  adequate
         records to enable it to comply with obligations to:

         (a)      prepare  and submit any  information,  notices,  computations,
                  returns and payments required in respect of any applicable Tax
                  law;

         (b)      prepare  any  accounts  necessary  for the  compliance  of any
                  applicable Tax law; and

         (c)      retain  necessary  records as required by any  applicable  Tax
                  law.

16.6       Returns submitted

           ADE has submitted any necessary  information,  notices,  computations
           and returns to the relevant  government  agency in respect of any Tax
           or duty relating to ADE.

16.7       Returns accurate

           To the best of the  Vendor's  knowledge  and belief  having  made due
           enquiry,  any information,  notice,  computation and return which has
           been submitted to a government agency in respect of any Tax or duty:

         (a)      discloses  all material  facts that should be disclosed  under
                  the relevant tax law;

         (b)      is not misleading; and

         (c)      has been submitted on time.

16.8       Copies accurate

           All  copies  of  any  information,   notice,  computation  or  return
           submitted  by ADE in  respect  of any Tax or  duty  which  have  been
           supplied by the Vendor to the  Purchaser or its advisers are true and
           complete copies of the originals.

16.9       Public officer

         The office of public  officer as required  under any applicable tax law
         has always been occupied.

<PAGE>

16.10      No Tax audit

           ADE is not aware of any pending or threatened Tax or duty audit.

16.11      No disputes

         There are no undisclosed disputes with any government agency in respect
         of any Tax or duty.

16.12      Availability of future income tax benefits

           To the best of the  Vendor's  knowledge  and  belief,  no  event  has
           occurred  which has  prevented  or could  prevent ADE  obtaining  the
           benefit  of  any  future  income  tax  benefit  provided  for  in the
           accounts.

16.13      No tax arrangements

           ADE has not entered  into any  arrangement,  agreement  or Tax ruling
           with any relevant government agency under any applicable Tax law.

16.14      No third party liability

           ADE is not  liable  to pay,  reimburse  or  indemnify  any  person in
           respect of any Tax or duty relating to any act or omission  occurring
           before  Completion  because  of the  failure  of any other  person to
           discharge that Tax or duty.

16.15      Events since Accounts Date

         (a)      Since the Accounts Date, ADE has not:

                  (i)      made or  incurred or  committed  to make or incur any
                           payment  or  expenditure  which  will  not be  wholly
                           deductible  in computing  its taxable  income,  other
                           than expenditure on assets;

                  (ii)     disposed  of any asset or  supplied  any  service  or
                           business  facility  (including a loan of money or the
                           letting,  hiring or  licensing  of any  property)  in
                           circumstances   where  the   consideration   actually
                           received or receivable  for the disposal or supply is
                           less than the consideration  regarded as received for
                           Tax purposes;

                  (iii)    acquired   any  asset  or  received  any  service  or
                           business   facility   in   circumstances   where  the
                           consideration  actually paid for the  acquisition  or
                           receipt is more than the consideration which could be
                           regarded as paid for Tax purposes; and

                  (iv)     entered into or been a party to any transaction which
                           will or could give rise to any capital gain  accruing
                           to ADE under any applicable Tax law;

<PAGE>

         (b)      Since the Accounts  Date,  no event has  occurred  which gives
                  rise  to a Tax  liability  in  respect  of ADE on  deemed  (as
                  opposed to actual)  income,  profits or gains or which results
                  in ADE becoming liable to pay or bear a Tax liability directly
                  or primarily  chargeable  against or  attributable  to another
                  person.

16.16    Disclosure

         All information necessary for the calculation of any Tax liabilities of
         ADE:

         (a)      up to the Accounts  Date,  has been disclosed to the Purchaser
                  before the date of this Agreement; and

         (b)      between the Accounts Date and the Settlement  Date has been or
                  will be disclosed to the Purchaser before the Settlement Date.

17.      INSURANCE CLAIMS

17.1     Claims

         (a)      there  are  no  claims  outstanding,  pending,  threatened  or
                  capable  of  arising  against  ADE  (to the  knowledge  of the
                  Vendors) in respect of any  accident  or injury  which are not
                  covered by insurance;

         (b)      the  Vendors  are unaware of ADE's  insurance  policies  being
                  subject to unusual terms or  restrictions  or that the premium
                  is at a rate exceeding  normal rates charged by the particular
                  insurer for those types of policies and risks; and

         (c)      to the best of the  Vendors'  knowledge,  no act,  omission or
                  circumstance  has  occurred  which  would  render  any  of the
                  insurance policies void or voidable, or entitle the insurer to
                  cancel a policy or to refuse a claim.


<PAGE>


SCHEDULE B

                              PURCHASER WARRANTIES

1.         AUTHORITY

           The Purchaser:

         (a)      is a public company  incorporated  in Nevada and listed on the
                  NASDAQ National Market System;

         (b)      has the power to own its assets and carry on its  business  as
                  it is now being conducted; and

         (c)      is not  registered and is not required to be registered in any
                  place other than its present place of incorporation.

2.         ACCURACY OF INFORMATION

           All information given by or on behalf of the Purchaser to the Vendors
           or their  advisers  in respect  of itself and the issue of  WaveRider
           Shares is accurate and complete  and not  misleading  in all material
           respects.

3.         CORPORATE POWER

           The  Purchaser  has  corporate  power and has obtained all  necessary
           approvals of  shareholders,  creditors and regulatory  authorities to
           enter into this Agreement and to do the things  contemplated  by this
           Agreement.

4.         waverider shares

         (a)      Listing Status

                  WaveRider  Shares  are listed on the  NASDAQ  National  Market
                  System  and the  Purchaser  has no basis  for  believing  that
                  WaveRider  Shares will not continue to be so listed  following
                  the Settlement Date.

         (b)      Fully Paid Up

                  The WaveRider  Shares  issued to the Vendors  pursuant to this
                  Agreement will be fully paid and will be  transferable  at the
                  election of the Vendors  subject to the Escrow  Agreement  and
                  registration  of such  WaveRider  Shares  with the  Securities
                  Exchange Commission of the United States of America.


<PAGE>


--------------------------------------------------------------------------------
<TABLE>

                                  SCHEDULE C

                            Securities and Guarantees

Properties                                               Guarantors                                   Outstanding Amounts Guaranteed
<S>                                                      <C>                       <C>                <C>
VIC
           MRK PTY LTD                                   William John Anderson                                              $127,875
           PO Box 225                                                                                      commitment as at 30/09/00
           CAULFIELD  VIC  3162                                                                              to the end of the lease

ACT
           AM CAPEZIO PTY LTD                            Wayne Anderson            William Anderson                           $5,400
           PO Box 28                                                                                       commitment as at 30/09/00
           MAWSON  ACT  2607                                                                                 to the end of the lease

Car Lease

NAB                      ADE02            471843119      Wayne Anderson            William Anderson        $22,775.95 until 25/10/00
                         ADE994           471843100      Wayne Anderson            William Anderson        $10,419.65 until 30/09/00
                         ADE010           466503662      Wayne Anderson            William Anderson        $20,774.36 until 12/10/00

GE                       YAX43Y           1137277        Wayne Anderson            William Anderson        $43,397.42 until 26/09/00
                         OQV445           1064734        Wayne Anderson            William Anderson         $9,176.17 until 01/10/00

Test Equipment           001-0089426-00V

Hewlet Packard Microwave Frequency Counter               Wayne Anderson            William Anderson     $8,026.35 remaining HP inst.

MERCEDES BENZ            ADE999           14847          Wayne Anderson            William Anderson        $81,716.37 until 01/10/00

Bank Finance

National Australia Bank

           Overdraft            150,000                  Guarantee & Indemnity for $357,036  given
                                                            by William  Anderson and Maureen Anderson
                                                            supported by
           Term Loan            200,000                  Registered Mortgage over property
           Credit Card           25,000                  37 Francis Crescent, Ferntree Gully



</TABLE>


<PAGE>


                                   SCHEDULE D

                                    Employees

                             William (Bill) Anderson

                                 Wayne Anderson

                                    Ian Deas

                                 Richard Janczuk

                                   David Finn

                                   John Ebbott

                                   Larry Gray

                                  Ali Ghassani

                                 Himanshu Mishra

                                   Carey Rudd

                                  George Barton

                                   David Buck

                                   John Hewitt

                                    Ung Tran

                                  Angela Mardas

                                 Angela Langford

                                 Terry Kavanagh

                                 Handyo Rusliano

                                  Cameron Vance

                                  Robert Gater

                                 Adam Magnisalis

                                 Robert Domanski


<PAGE>



                                   SCHEDULE E

                                     Leases

Address of Premises                     Name and Address of Lessor

2 Dublin Street                         MRK Pty Ltd
EAST OAKLEIGH  VIC  3166                PO box 224
                                        CAULFIELD VIC 3162

Unit 1/10 Gladstone Road                Anderson Corporation
CASTLE HILL NSW 2154                    Unit 3, 15-16 Nichole Close

                                        BAYSWATER NORTH VIC 3153

Unit 37/2 Benson Street                 B&K Brenton Holding Pty Ltd
TOOWONG QLD 4066                        6 Spinkaker Drive

                                        Mt COOLUM QLD 4573

Unit 2/30 Lyell Street                  A M Capezio Pty Ltd
FYSHWICK ACT 2609                       PO Box 28
                                        MAWSON ACT 2607

Unit 18/123A Colin Steet                Ratko Klanjscek and Michael Walter
WEST PERTH WA 6005                      Klanjscek
                                        4 Glider Court
                                        AUSTRALIND WA 6233



<PAGE>


                                   SCHEDULE F

                              EMPLOYMENT AGREEMENT

                  THIS AGREEMENT made as of the 29th day of September, 2000

B E T W E E N:

                  ADE Network  Technology Pty Ltd, ACN 006 395 026 a corporation
                  incorporated  pursuant  to  the laws of the State of Victoria,
                  Australia

                  (herein called the "Corporation")
                                                               OF THE FIRST PART

                  And

                  WaveRider  Communications  Inc.,  a  corporation  incorporated
                  pursuant to the laws of Nevada,in the United States of America

                  (herein called "WaveRider")
                                                              OF THE SECOND PART

                  And

                  W. J. (Bill) Anderson, residing in the City of Ferntree Gully,
                  in the State of Victoria, Australia

                  (herein called the "the Executive")
                                                               OF THE THIRD PART

                  WHEREAS the Corporation is a wholly owned subsidiary of
                  WaveRider;

                  WHEREAS the Corporation desires to employ the Executive and to
enter into an agreement (the "Employment Agreement") embodying the terms of such
employment;

                  AND WHEREAS the Executive has accepted such employment  on the
                  basis of the terms and  conditions  set forth herein;

                  IN   CONSIDERATION   of  the  recitals  and  mutual  covenants
contained  herein and for other good and  valuable  consideration,  the  parties
agree as follows:

1.                EMPLOYMENT

                  The Corporation hereby employs the Executive and the Executive
hereby accepts  employment  with the Corporation for the term of this Employment
Agreement  set forth in  Section 2 below,  in a  position  and with the  duties,
responsibilities  and authority as the  Corporation may from time to time assign
to  him  including,  without  limitation,  those  duties,  responsibilities  and
authority  more  particularly  set forth in Section 3 below,  and upon all other
terms and conditions in this Employment Agreement set forth herein.

<PAGE>

2.                TERM

                  This  agreement  shall be for an initial term of twelve months
for the date herein.  After the initial term, until  terminated,  this agreement
shall be deemed to be  automatically  renewed  from month to month  without  any
action required on behalf of any party.

3.                POSITION, RESPONSIBILITY

                  It is intended that the Executive  shall serve as the Managing
Director of the Corporation with  responsibility  for performing such duties for
the Corporation as the Executive shall  reasonably be directed to perform by the
President and Chief Executive Officer of WaveRider.

                  Throughout  the  term  of  this  Employment   Agreement,   the
Executive  shall devote his full business time and  undivided  attention  during
normal business hours to the business and affairs of the Corporation, except for
vacations and except for illness or  incapacity,  but,  subject to Section 9 and
subject to the approval of the board of directors of the Corporation, which will
not be  unreasonably  withheld,  nothing  in  this  Employment  Agreement  shall
preclude the Executive from devoting reasonable periods required for serving, as
appropriate,  on boards of directors  of other  corporations,  from  engaging in
charitable  and  public  service  activities,  and from  managing  his  personal
investments,  provided such  activities  do not  materially  interfere  with the
performance of his duties and  responsibilities  under this Employment Agreement
and do not  constitute  a conflict of interest  with  respect to his  employment
herein.

4.       SALARY, CASH AND STOCK COMPENSATION PLAN

         a)       For services rendered by the Executive during the term of this
                  Agreement,  the  Executive  shall be  entitled  to  receive an
                  annual remuneration  package of $300,000,  which shall be paid
                  as to the sum of  $18,333.33  (before  deductions)  per  month
                  commencing  as of the date hereof and a bonus in the amount of
                  $20,000  payable  quarterly,  such  bonus to be paid  upon the
                  achievement of certain performance  objectives mutually agreed
                  upon by the Executive  and the  President and Chief  Executive
                  Officer of WaveRider and ratified by the board of directors of
                  the WaveRider.

                  The Executive's  salary shall be reviewed  annually and may be
                  adjusted taking into account,  among other things,  individual
                  performance and general business conditions.

<PAGE>

         b)       The Executive  shall be eligible to participate in WaveRider's
                  Employee  Stock Option  (2000) Plan (the "Stock  Option Plan")
                  and any successor plans thereto established by the Corporation
                  for the general  benefit of  employees.  Pursuant to the Stock
                  Option  Plan,  the  Executive  shall be awarded  options  (the
                  "Stock  Options") to acquire  25,000  common  shares  ("Common
                  Shares")  in the  capital of the  Corporation  at an  exercise
                  price being the closing  price of the Common  Shares on NASDAQ
                  national  market  system  on the date of this  Agreement.  The
                  Stock  Options  will vest as to 33 1/3% per year from the date
                  of this Agreement.

         c)       The Executive shall be entitled to receive a commission  equal
                  to 40% of the  Corporation's  revenue in excess of  $9,750,000
                  and up to $12,500,000 for the 12 month period ending September
                  30,  2001.  Payment of the  commission  will be under the same
                  terms and on the same  basis as the  payment to be made to the
                  Vendors as part of the Share sale agreement and will be net of
                  ADE's  payroll tax,  work cover  component and any other taxes
                  related to the payment of such commission.

                  Notwithstanding  anything to the  contrary in this  agreement,
                  the commission  amount payable under this clause 4(c) shall be
                  due and payable even if the  Executive's  employment  with the
                  Company is terminated for any reason.

         d)       In addition to the  remuneration  specified  elsewhere in this
                  clause 4, to comply with the  superannuation  guarantee  levy,
                  superannuation   will  be  paid  by  the   Company   into  the
                  Executive's  nominated scheme or the scheme  maintained by the
                  Company at the then minimum prevailing contribution.


5.                PERQUISITES AND BUSINESS EXPENSES

                  The Executive will be reimbursed  for all reasonable  expenses
incurred  by him or her in  connection  with the  conduct  of the  Corporation's
business upon  presentation of sufficient  evidence that such  expenditures  are
authorized  expenditures  pursuant to policies adopted by the board of directors
of the Corporation from time to time.

                  The Corporation shall provide the Executive with an automobile
at its expense for the Executive's business and personal use, such automobile to
have a monthly lease expense not to exceed $1,800. The Corporation shall also be
responsible for insurance, gas, maintenance and repair expenses generated by the
use of the automobile on behalf of the Corporation

6.                BENEFIT PROGRAMS

                  The Executive  will be entitled to  participate in the benefit
programs  of the  Corporation  from time to time in  effect  under the terms and
conditions of such  programs,  including,  but not limited to, pension and other
retirement plans, group life insurance,  hospitalization  and surgical and major
medical coverages,  dental insurance,  sick leave, including salary continuation
arrangements,  vacations  and  holidays,  long-term  disability,  and such other
fringe  benefits as are or may be available from time to time to other employees
of the Corporation.

<PAGE>

7.                VACATION

                  The Executive  shall be entitled to all usual public  holidays
and, in addition,  to twenty (_20_) days paid vacation,  during each year of the
Executive's  employment  hereunder.  Such  vacation  shall  be  utilized  by the
Executive at such time or times as do not materially  interfere with the ongoing
conduct of the Corporation's business and operations.

8.         TERMINATION OF EMPLOYMENT

a)                Death - In the event of the death of the Executive  during the
                  term of this Employment Agreement, the Executive's salary will
                  be paid to the Executive's designated beneficiary,  and in the
                  absence  of such  designation,  to the  estate or other  legal
                  representatives of the Executive, through the end of the month
                  in which death  occurs.  Rights and benefits of the  Executive
                  under  the  Executive   benefit  plans  and  programs  of  the
                  Corporation,  including life insurance,  will be determined in
                  accordance  with the terms and  conditions  of such  plans and
                  programs.

b)                Disability  -  The  Executive's   employment  shall  terminate
                  automatically  upon written notice from the Corporation in the
                  event of the  Executive's  absence or  inability to render the
                  services  required  hereunder  due  to  disability,   illness,
                  incapacity  or  otherwise  for an aggregate of one hundred and
                  eighty days during any 12 month period during the term. In the
                  event of any such absence or inability, the Executive shall be
                  entitled to receive the  compensation  provided for herein for
                  such period, and thereafter the Executive shall be entitled to
                  receive  compensation  in  accordance  with the  Corporation's
                  long-term   disability  plan,  if  any,   together  with  such
                  compensation,  if any,  as may be  determined  by the board of
                  directors of the Corporation.

c)                Termination by the  Corporation  for Cause - In the event of a
                  termination  for  cause,  there  will be no  continued  salary
                  payments by the  Corporation  to the  Executive and any rights
                  and  benefits of the  Executive  under the  Executive  benefit
                  plans and programs of the  Corporation  will be  determined in
                  accordance with the terms of such plans and programs.  For the
                  purposes  of  this  Section   8(c)  and  of  the   Executive's
                  employment with the Corporation, "cause" shall mean that:

                  i)       The  Executive  has  committed a felony or indictable
                           offence  or has  improperly  enriched  himself at the
                           expense of the  Corporation  or has  committed an act
                           evidencing  dishonesty or moral turpitude,  including
                           without limitation an act of theft;

                  ii)      The Executive,  in carrying out his duties hereunder,
                           (A) has been  wilfully or grossly  negligent,  or (B)
                           has committed wilful and gross misconduct or, (C) has
                           failed  to  comply  with  a  clear   instructions  or
                           directives   from  the  board  of  directors  of  the
                           Corporation  after having been  informed of a failure
                           to so comply;

<PAGE>

                  iii)     The  Executive  has breached a material  term of this
                           Employment Agreement;

                  iv)      The  Executive  becomes  bankrupt  or in the  event a
                           receiving  order (or any  analogous  order  under any
                           applicable  law) is made against the  Executive or in
                           the event the Executive makes any general disposition
                           or assignment for the benefit of his creditors; or

                  v)       The  Executive  commits  any  other  act  giving  the
                           Corporation   cause  to  terminate  the   Executive's
                           employment,  including,  but not  limited  to chronic
                           alcoholism or drug addiction, material malfeasance or
                           non-feasance  with respect to the Executive's  duties
                           hereunder.

                  Prior to any termination of the Executive for cause due to any
occurrence described in subparagraphs  8(c)(ii),  (iii), (iv) and (v) above, the
Corporation  shall  notify the  Executive in writing of the  particulars  of the
occurrence upon which termination would be based and shall in such notice advise
the Executive as to whether,  in the Corporation's sole discretion,  the default
of the  Executive  occasioned  by such  occurrence  is capable of being cured or
rectified in full without loss or damage to the  Corporation,  in which case the
Corporation shall afford the Executive a reasonable period of not less than five
business  days in which to cure or  rectify  such  default.  In such  event  and
provided the Executive  cures or rectifies  such default in full without loss or
damage to the Corporation, the Executive's employment shall not be terminated on
the basis of such occurrence.

d)                Resignation or Termination by the Corporation  without Cause -
                  Either party may terminate  this  agreement upon three month's
                  written notice to the other.

                  In the event of resignation by the Executive, there will be no
continued salary payments by the Corporation to the Executive after the last day
actually worked and any rights and benefits of the Executive under the Executive
benefit plans and programs of the  Corporation  will be determined in accordance
with the terms of such plans and programs.

9.         NON-COMPETITION

                  The Executive agrees that during the period of the Executive's
employment  with the  Corporation  and for any period of continued  compensation
(with the exception of any commission  override  payable under Section 4 iii) to
the Executive by the  Corporation,  as outlined in Section  8(d),  the Executive
shall not engage in or  participate  in any  business  activity  that  competes,
directly or indirectly, in the North American market, with the businesses of the
Corporation, or its subsidiaries or affiliates.

<PAGE>

                  For the  purposes of this  Section 9, the  Executive  shall be
deemed  to  "compete,   directly  or  indirectly,   with  the  business  of  the
Corporation,  or its  subsidiaries or affiliates" if the Executive is or becomes
engaged,  otherwise  than at the  request  of the  Corporation,  as an  officer,
director or the  Executive  of, or is or becomes  associated  in a management or
ownership,  consultant or agent,  capacity with any corporation,  partnership or
other  enterprise  or  venture  whose  business  includes  the  distribution  of
competing  products (other than as the beneficial owner or registered  holder of
not more than 5% of a company's  issued and  outstanding  shares of the relevant
class in the capital stock of any such company  listed on any  recognized  stock
exchange).

                  It is the desire and intent of the parties that the provisions
of this Section 9 shall be enforceable to the fullest extent  permissible  under
the laws and public policies applied in each  jurisdiction in which  enforcement
is  sought.  Accordingly,  if  any  particular  portion  of  this  Section  9 is
adjudicated unenforceable in any jurisdiction such adjudication shall apply only
in that particular jurisdiction in which such adjudication is made.

10.        NON-SOLICITATION

                  The Executive  agrees that for a period of one year  following
the  termination of the  Executive's  employment  with the  Corporation  for any
reason  whatsoever,  the  Executive  will  not,  whether  as  principal,  agent,
employee, employer, director, officer, shareholder or in any other individual or
representative capacity, solicit or induce employees, consultants,  suppliers or
customers of the  Corporation,  either  directly or  indirectly,  to leave their
employment or engagement  with the Corporation or otherwise sever or alter their
association with the Corporation or its respective subsidiaries or affiliates.

11.        CONFIDENTIAL INFORMATION

                  All confidential records,  material and information and copies
thereof and any and all trade secrets  concerning the business or affairs of the
Corporation or any of its affiliates obtained by the Executive in the course and
by the reason of his  employment  shall  remain the  exclusive  property  of the
Corporation.  During the Executive's  employment or at any time thereafter,  the
Executive shall not divulge the contents of such confidential  records or any of
such confidential information or trade secrets to any person or persons, and the
Executive shall not, following the termination of his employment hereunder,  for
any reason use the contents of such confidential  records or other  confidential
information or trade secrets for any purpose whatsoever.

12.        ASSIGNMENT OF INTELLECTUAL PROPERTY RIGHTS

                  During the term of this agreement the Executive shall disclose
promptly to the Corporation in writing:

<PAGE>

         a)       All inventions, developments and discoveries; and,

         b)       All writings or other artistic or creative visual  expressions
                  or integrated circuit layouts or topographies;

that can be protected by patent,  copyright,  mask work or trademark laws, which
during the period of the Executive's engagement by the Corporation the Executive
has or may make,  conceive  or  contribute  to,  either  solely or jointly  with
others, that:

         i)       relate  to  matters  which  the   Executive's   work  for  the
                  Corporation may be concerned; or,

         ii)      relate to or are  connected  with the business,  products,  or
                  projects of the Corporation; or,

         iii)     involve  the use of the  Corporation's  inventions,  concepts,
                  trade secrets, time, material or facilities.

                  The  Executive  hereby  assigns  and  agrees  to assign to the
Corporation  and its  nominees  all  rights  to such  inventions,  developments,
discoveries,  writings  or other  artistic  or creative  visual  expressions  or
integrated  circuit layouts or topographies  discovered or developed  during the
Executive's engagement with the Corporation, and any copyrights, patents or mask
work rights therein and any applications therefor.

                  At all times during and after the  Executive's  engagement  by
the Corporation,  and at no expense to the Executive, but without entitlement to
further  compensation beyond the payment of the Executive's usual hourly,  daily
or other rate for time  reasonably  spent,  upon  request,  the  Executive  will
execute and deliver such assignments,  declarations, and other documents, and to
perform such other acts,  (including appearance as a witness in any contest), as
may be requested by the Corporation to obtain or uphold,  for the benefit of the
Corporation, patents in any and all countries, for inventions,  developments and
discoveries within the categories  defined above. Such inventions,  developments
and  discoveries,  and  any  writings  or  other  artistic  or  creative  visual
expressions  and integrated  circuit  layouts and  topographies,  as well as any
copyrights or mask work rights therein, are to be and remain the property of the
Corporation or its nominees.

                  The Executive  represents  that the Executive has no agreement
with or obligation to any third party that conflicts with this Section 12.

13.        WITHHOLDING

                  Anything  to  the  contrary   notwithstanding,   all  payments
required to be made by the Corporation  hereunder to the Executive or his estate
or  beneficiaries,  shall be subject to the withholding of such amounts relating
to taxes as the Corporation may reasonably  determine,  after  consultation with
the Executive,  it should withhold pursuant to any applicable law or regulation.
In lieu of withholding  such amounts,  in whole or in part, the Corporation may,
in its sole  discretion,  accept  other  provisions  for  payment  of taxes  and
withholdings as required by law,  provided the Corporation is satisfied that all
requirements  of law affecting the  Corporation's  responsibilities  to withhold
have been complied with.

<PAGE>

14.        ENTIRE AGREEMENT

                  This  Employment   Agreement  contains  the  entire  agreement
between the parties  hereto with respect to matters  herein and  supersedes  all
prior agreements and understandings, oral or written, between the parties hereto
relating to such matters.

15.        ASSIGNMENT

                  Except as herein expressly provided, the respective rights and
obligations of the Executive and the Corporation under this Employment Agreement
shall not be assignable by either party without the written consent of the other
party and shall enure to the benefit of and be binding  upon the  Executive  and
the  Corporation and their permitted  successors or assigns,  including,  in the
case of the  Corporation,  any  other  corporation  or  entity  with  which  the
Corporation  may be merged  or  otherwise  combined  or which  may  acquire  the
Corporation or its assets in whole or in substantial  part,  and, in the case of
the  Executive,  his  estate  or other  legal  representatives.  Nothing  herein
expressed  or implied is intended to confer on any person other than the parties
hereto any rights,  remedies,  obligations or liabilities  under or by reason of
this Employment Agreement.

16.        APPLICABLE LAW

                  This  Employment  Agreement  shall be deemed a contract under,
and for all purposes shall be governed by and construed in accordance  with, the
laws of the State of  Victoria  without  regard to the  conflicts  of laws rules
thereof.  The Corporation and the Executive hereby each irrevocably  consent and
attorn to the  jurisdiction  of the courts of the State of Victoria with respect
to any  dispute  or  proceeding  arising  in  connection  with  this  Employment
Agreement.

17.        AMENDMENT OR MODIFICATION: WAIVER

                  No provision of this  Employment  Agreement  may be amended or
waived  unless  such  amendment  or  waiver  is  authorized  by the  Corporation
(including any authorized officer or committee of the board of directors) and is
in  writing  signed by the  Executive  and by a duly  authorized  officer of the
Corporation.  Except  as  otherwise  specifically  provided  in this  Employment
Agreement,  no waiver by either party hereto of any breach by the other party of
any condition or provision of this Employment  Agreement to be performed by such
other  party  shall be  deemed a  waiver  of a  similar  or  dissimilar  breach,
condition or provision at the same time or at any prior or subsequent time.

18.        RESIGNATIONS

                  The Executive  hereby agrees that,  upon  termination  of this
employment for any reason  whatsoever,  the Executive shall thereupon be deemed,
upon the request of the Corporation,  to have immediately  resigned any position
the  Executive  may  have as an  officer  and/or  director  of the  Corporation,
together with any other office, position or directorship which the Executive may
hold  with  any  of  the  Corporation's  subsidiaries  or  related  entities  in
connection  with or arising  from the  performance  of the  Executive  duties of
employment under this Employment Agreement.  In such event, the Executive shall,
at the  reasonable  request of the  Corporation,  forthwith  execute any and all
documents  appropriate to evidence such  resignations  which are consistent with
the terms of this Employment Agreement.

<PAGE>

19.        PROVISIONS SURVIVING TERMINATION

                  It is expressly agreed that notwithstanding termination of the
Executive's employment with and by the Corporation for any reason or cause or in
any circumstances whatsoever, such termination shall be without prejudice to the
rights and obligations of the Executive and the  Corporation,  respectively,  in
relation or arising up to the time up to and including the date of  termination;
and the provisions of Sections 4(c),  8(d), 9, 10, 11, 12, 13, 17, 18, 19 and 20
of this  Employment  Agreement,  all of which shall  remain and continue in full
force and effect unless and until the board of directors of the  Corporation  at
its absolute  discretion  resolves  otherwise  and so notifies the  Executive in
writing.

20.        THE WORKPLACE RELATIONS ACT 1996 (CTH)

                  If any  clause  contained  in  this  Employment  Agreement  is
inconsistent  with any provision of the Workplace  Relations Act 1996 (Cth) (the
"WRA"),  the WRA will be deemed to apply to the extent that the clause contained
in this Employment Agreement is inconsistent with the WRA.

                  For the avoidance of doubt, this clause 20 is inserted in this
Employment Agreement to ensure that the Corporation complies with section 505 of
the WRA.

21.        SEVERABILITY

                  In the event that any provision or portion of this  Employment
Agreement shall be determined to be invalid or unenforceable for any reason, the
remaining  provisions  and  portions  of  this  Employment  Agreement  shall  be
unaffected  thereby  and shall  remain in full force and  effect to the  fullest
extent permitted by law.

22.        COUNTERPARTS

This Employment  Agreement may be executed in counterparts,  each of which shall
be an original,  but all of which  together  shall  constitute  one and the same
instrument.

<PAGE>

23.        REFERENCES

In the  event  of the  Executive's  death  or a  judicial  determination  of his
incompetency,  reference in this Employment  Agreement to the Executive shall be
deemed, where appropriate, to refer to his beneficiary or beneficiaries.

24.        CAPTIONS

Captions to the Sections of this Employment Agreement are solely for convenience
and no  provision  of this  Agreement  is to be  construed  by  reference to the
captions of that Section.

25.        CURRENCY

Unless otherwise  specified herein,  all dollar amounts referred to herein shall
mean Australian dollars.

                  IN WITNESS WHEREOF this Employment Agreement has been executed
by a duly authorized officer of the Corporation,  WaveRider and the Executive as
of the day first above written.

                                    ADE NETWORK TECHNOLOGY PTY LTD

                                    By:  _______________________________________


                                   WAVERIDER COMMUNICATIONS INC.

                                   By: _______________________________________
                                       D. BRUCE SINCLAIR
                                       President and Chief Executive Officer

SIGNED, SEALED and                          )
DELIVERED in the presence of:               )
                                            )
                                            )
                                            )
Witness                                            W. J. (Bill) Anderson


<PAGE>



                                   SCHEDULE G

                              EMPLOYMENT AGREEMENT

                  THIS AGREEMENT made as of the 1st day of October, 2000

B E T W E E N:

         ADE  Network  Technology  Pty  Ltd,  ACN  006  395  026  a  corporation
         incorporated pursuant to the laws of the State of Victoria, Australia

         (herein called the "Corporation")

                                                               OF THE FIRST PART

         And

         WaveRider  Communications Inc., a corporation  incorporated pursuant to
         the laws of Nevada, in the United States of America

         (herein called "WaveRider")

                                                              OF THE SECOND PART

         And

         Wayne  Anderson,  residing  in the City of  Rowville,  in the  State of
         Victoria, Australia

         (herein called the "the Executive")

                                                               OF THE THIRD PART

         WHEREAS the Corporation is a wholly owned subsidiary of WaveRider;

                  WHEREAS the Corporation desires to employ the Executive and to
enter into an agreement (the "Employment Agreement") embodying the terms of such
employment;

                  AND WHEREAS the  Executive  has accepted such  employment  on
the basis of the terms and  conditions  set forth herein;

                  IN   CONSIDERATION   of  the  recitals  and  mutual  covenants
contained  herein and for other good and  valuable  consideration,  the  parties
agree as follows:

1.                EMPLOYMENT

                  The Corporation hereby employs the Executive and the Executive
hereby accepts  employment  with the Corporation for the term of this Employment
Agreement  set forth in  Section 2 below,  in a  position  and with the  duties,
responsibilities  and authority as the  Corporation may from time to time assign
to  him  including,  without  limitation,  those  duties,  responsibilities  and
authority  more  particularly  set forth in Section 3 below,  and upon all other
terms and conditions in this Employment Agreement set forth herein.

<PAGE>

2.         TERM

                  This  agreement  shall be for an initial term of twelve months
for the date herein.  After the initial term, until  terminated,  this agreement
shall be deemed to be  automatically  renewed  from month to month  without  any
action required on behalf of any party.

3.         POSITION, RESPONSIBILITY

                  It is intended that the Executive  shall serve as the National
Sales Director of the Corporation with responsibility for performing such duties
for the Corporation as the Executive shall  reasonably be directed to perform by
the President and Chief Executive Officer of WaveRider.

                  Throughout  the  term  of  this  Employment   Agreement,   the
Executive  shall devote his full business time and  undivided  attention  during
normal business hours to the business and affairs of the Corporation, except for
vacations and except for illness or  incapacity,  but,  subject to Section 9 and
subject to the approval of the board of directors of the Corporation, which will
not be  unreasonably  withheld,  nothing  in  this  Employment  Agreement  shall
preclude the Executive from devoting reasonable periods required for serving, as
appropriate,  on boards of directors  of other  corporations,  from  engaging in
charitable  and  public  service  activities,  and from  managing  his  personal
investments,  provided such  activities  do not  materially  interfere  with the
performance of his duties and  responsibilities  under this Employment Agreement
and do not  constitute  a conflict of interest  with  respect to his  employment
herein.

4.         SALARY, CASH AND STOCK COMPENSATION PLAN

                  For services rendered by the Executive during the term of this
Agreement,  the Executive  shall be entitled to receive a  compensation  package
consisting  of: (i) an annual  salary;  (ii) a commission  package;  and, (iv) a
stock option award.

                  The  Executive's   salary  and  commission  package  shall  be
reviewed at a minimum  annually and may be adjusted to take into account,  among
other things, individual performance and general business conditions.

         i)       The Executive's  annual salary shall be $160,000,  which shall
                  be paid as to the sum of $13,333.33  (before  deductions)  per
                  month.

         ii)      The Executive  shall receive a commission  package  calculated
                  based on 1% of the  Corporation's  sales within the territory,
                  payable quarterly.  The commission calculation will be subject
                  to a performance multiplier,  of at least a factor of 1, based
                  on  achievement  of certain  performance  objectives  mutually
                  agreed upon by the  Executive  and the  President of WaveRider
                  and ratified by the board of directors of WaveRider.

<PAGE>


         iii)     In addition to the  remuneration  specified  elsewhere in this
                  clause 4, to comply with the  superannuation  guarantee  levy,
                  superannuation   will  be  paid  by  the   Company   into  the
                  Executive's  nominated scheme or the scheme  maintained by the
                  Company at the then minimum prevailing contribution.

                  The  Executive's   salary  and  commission  package  shall  be
reviewed  annually and may be adjusted taking into account,  among other things,
individual  performance  and  general  business  conditions.  In  addition,  the
Executive shall be eligible to participate in WaveRider's  Employee Stock Option
(2000)  Plan  (the  "Stock  Option  Plan")  and  any  successor   plans  thereto
established by the Corporation for the general benefit of employees. Pursuant to
the Stock  Option  Plan,  the  Executive  shall be awarded  options  (the "Stock
Options") to acquire  25,000 common shares  ("Common  Shares") in the capital of
the  Corporation  at an exercise  price  being the  closing  price of the Common
Shares on NASDAQ national market system on the date of this Agreement. The Stock
Options will vest as to 33 1/3% per year from the date of this Agreement.

5.         PERQUISITES AND BUSINESS EXPENSES

                  The Executive will be reimbursed  for all reasonable  expenses
incurred  by him or her in  connection  with the  conduct  of the  Corporation's
business upon  presentation of sufficient  evidence that such  expenditures  are
authorized  expenditures  pursuant to policies adopted by the board of directors
of the Corporation from time to time.

                  The  Corporation  shall pay monthly,  all  automobile  related
expenses for the  Executive's  business and personal  use, the  automobile is to
have a monthly lease expense not to exceed $1,200. The Corporation shall also be
responsible for insurance, gas, maintenance and repair expenses generated by the
use of the automobile on behalf of the Corporation

6.         BENEFIT PROGRAMS

                  The Executive  will be entitled to  participate in the benefit
programs  of the  Corporation  from time to time in  effect  under the terms and
conditions of such  programs,  including,  but not limited to, pension and other
retirement plans, group life insurance,  hospitalization  and surgical and major
medical coverages,  dental insurance,  sick leave, including salary continuation
arrangements,  vacations  and  holidays,  long-term  disability,  and such other
fringe  benefits as are or may be available from time to time to other employees
of the Corporation.

7.         VACATION

                  The Executive  shall be entitled to all usual public  holidays
and, in addition, to twenty (_20__) days paid vacation,  during each year of the
Executive's  employment  hereunder.  Such  vacation  shall  be  utilized  by the
Executive at such time or times as do not materially  interfere with the ongoing
conduct of the Corporation's business and operations.

<PAGE>

8.         TERMINATION OF EMPLOYMENT

         a)       Death - In the event of the death of the Executive  during the
                  term of this Employment Agreement, the Executive's salary will
                  be paid to the Executive's designated beneficiary,  and in the
                  absence  of such  designation,  to the  estate or other  legal
                  representatives of the Executive, through the end of the month
                  in which death  occurs.  Rights and benefits of the  Executive
                  under  the  Executive   benefit  plans  and  programs  of  the
                  Corporation,  including life insurance,  will be determined in
                  accordance  with the terms and  conditions  of such  plans and
                  programs.

         b)       Disability  -  The  Executive's   employment  shall  terminate
                  automatically  upon written notice from the Corporation in the
                  event of the  Executive's  absence or  inability to render the
                  services  required  hereunder  due  to  disability,   illness,
                  incapacity  or  otherwise  for an aggregate of one hundred and
                  eighty days during any 12 month period during the term. In the
                  event of any such absence or inability, the Executive shall be
                  entitled to receive the  compensation  provided for herein for
                  such period, and thereafter the Executive shall be entitled to
                  receive  compensation  in  accordance  with the  Corporation's
                  long-term   disability  plan,  if  any,   together  with  such
                  compensation,  if any,  as may be  determined  by the board of
                  directors of the Corporation.

         c)       Termination by the  Corporation  for Cause - In the event of a
                  termination  for  cause,  there  will be no  continued  salary
                  payments by the  Corporation  to the  Executive and any rights
                  and  benefits of the  Executive  under the  Executive  benefit
                  plans and programs of the  Corporation  will be  determined in
                  accordance with the terms of such plans and programs.  For the
                  purposes  of  this  Section   8(c)  and  of  the   Executive's
                  employment with the Corporation, "cause" shall mean that:

                  The Executive has committed a felony or indictable  offence or
has  improperly  enriched  himself  at the  expense  of the  Corporation  or has
committed an act evidencing  dishonesty or moral  turpitude,  including  without
limitation an act of theft;

         d)       The Executive,  in carrying out his duties hereunder,  (A) has
                  been  wilfully  or  grossly  negligent,  or (B) has  committed
                  wilful and gross  misconduct or, (C) has failed to comply with
                  a clear instructions or directives from the board of directors
                  of the Corporation  after having been informed of a failure to
                  so comply;

         e)       The Executive has breached a material term of this  Employment
                  Agreement;

         f)       The  Executive  becomes  bankrupt  or in the event a receiving
                  order (or any  analogous  order under any  applicable  law) is
                  made against the Executive or in the event the Executive makes
                  any general  disposition  or assignment for the benefit of his
                  creditors; or

<PAGE>


         g)       The  Executive  commits  any other act giving the  Corporation
                  cause to terminate the Executive's employment,  including, but
                  not limited to chronic alcoholism or drug addiction,  material
                  malfeasance or  non-feasance  with respect to the  Executive's
                  duties hereunder.

                  Prior to any termination of the Executive for cause due to any
occurrence described in subparagraphs  8(c)(ii),  (iii), (iv) and (v) above, the
Corporation  shall  notify the  Executive in writing of the  particulars  of the
occurrence upon which termination would be based and shall in such notice advise
the Executive as to whether,  in the Corporation's sole discretion,  the default
of the  Executive  occasioned  by such  occurrence  is capable of being cured or
rectified in full without loss or damage to the  Corporation,  in which case the
Corporation shall afford the Executive a reasonable period of not less than five
business  days in which to cure or  rectify  such  default.  In such  event  and
provided the Executive  cures or rectifies  such default in full without loss or
damage to the Corporation, the Executive's employment shall not be terminated on
the basis of such occurrence.

         h)       Resignation or Termination by the Corporation  without Cause -
                  Either party may terminate  this  agreement upon three month's
                  written notice to the other.

                  In the event of resignation by the Executive, there will be no
continued salary payments by the Corporation to the Executive after the last day
actually worked and any rights and benefits of the Executive under the Executive
benefit plans and programs of the  Corporation  will be determined in accordance
with the terms of such plans and programs.

9.                NON-COMPETITION

                  The Executive agrees that during the period of the Executive's
employment  with the  Corporation  and for any period of continued  compensation
(with the exception of any commission  override  payable under Section 4 iii) to
the Executive by the  Corporation,  as outlined in Section  8(d),  the Executive
shall not engage in or  participate  in any  business  activity  that  competes,
directly or indirectly, in the North American market, with the businesses of the
Corporation, or its subsidiaries or affiliates.

                  For the  purposes of this  Section 9, the  Executive  shall be
deemed  to  "compete,   directly  or  indirectly,   with  the  business  of  the
Corporation,  or its  subsidiaries or affiliates" if the Executive is or becomes
engaged,  otherwise  than at the  request  of the  Corporation,  as an  officer,
director or the  Executive  of, or is or becomes  associated  in a management or
ownership,  consultant or agent,  capacity with any corporation,  partnership or
other  enterprise  or  venture  whose  business  includes  the  distribution  of
competing  products (other than as the beneficial owner or registered  holder of
not more than 5% of a company's  issued and  outstanding  shares of the relevant
class in the capital stock of any such company  listed on any  recognized  stock
exchange).

<PAGE>

                  It is the desire and intent of the parties that the provisions
of this Section 9 shall be enforceable to the fullest extent  permissible  under
the laws and public policies applied in each  jurisdiction in which  enforcement
is  sought.  Accordingly,  if  any  particular  portion  of  this  Section  9 is
adjudicated unenforceable in any jurisdiction such adjudication shall apply only
in that particular jurisdiction in which such adjudication is made.

10.               NON-SOLICITATION

                  The Executive  agrees that for a period of one year  following
the  termination of the  Executive's  employment  with the  Corporation  for any
reason  whatsoever,  the  Executive  will  not,  whether  as  principal,  agent,
employee, employer, director, officer, shareholder or in any other individual or
representative capacity, solicit or induce employees, consultants,  suppliers or
customers of the  Corporation,  either  directly or  indirectly,  to leave their
employment or engagement  with the Corporation or otherwise sever or alter their
association with the Corporation or its respective subsidiaries or affiliates.

11.               CONFIDENTIAL INFORMATION

                  All confidential records,  material and information and copies
thereof and any and all trade secrets  concerning the business or affairs of the
Corporation or any of its affiliates obtained by the Executive in the course and
by the reason of his  employment  shall  remain the  exclusive  property  of the
Corporation.  During the Executive's  employment or at any time thereafter,  the
Executive shall not divulge the contents of such confidential  records or any of
such confidential information or trade secrets to any person or persons, and the
Executive shall not, following the termination of his employment hereunder,  for
any reason use the contents of such confidential  records or other  confidential
information or trade secrets for any purpose whatsoever.

12.               ASSIGNMENT OF INTELLECTUAL PROPERTY RIGHTS

                  During the term of this agreement the Executive shall disclose
promptly to the Corporation in writing:

         a)       All inventions, developments and discoveries; and,

         b)       All writings or other artistic or creative visual  expressions
                  or integrated circuit layouts or topographies;

         that can be  protected  by patent,  copyright,  mask work or  trademark
         laws,  which  during the period of the  Executive's  engagement  by the
         Corporation  the Executive has or may make,  conceive or contribute to,
         either solely or jointly with others, that:

         c)       relate  to  matters  which  the   Executive's   work  for  the
                  Corporation may be concerned; or,

         d)       relate to or are  connected  with the business,  products,  or
                  projects of the Corporation; or,

<PAGE>

         e)       involve  the use of the  Corporation's  inventions,  concepts,
                  trade secrets, time, material or facilities.

                  The  Executive  hereby  assigns  and  agrees  to assign to the
Corporation  and its  nominees  all  rights  to such  inventions,  developments,
discoveries,  writings  or other  artistic  or creative  visual  expressions  or
integrated  circuit layouts or topographies  discovered or developed  during the
Executive's engagement with the Corporation, and any copyrights, patents or mask
work rights therein and any applications therefor.

                  At all times during and after the  Executive's  engagement  by
the Corporation,  and at no expense to the Executive, but without entitlement to
further  compensation beyond the payment of the Executive's usual hourly,  daily
or other rate for time  reasonably  spent,  upon  request,  the  Executive  will
execute and deliver such assignments,  declarations, and other documents, and to
perform such other acts,  (including appearance as a witness in any contest), as
may be requested by the Corporation to obtain or uphold,  for the benefit of the
Corporation, patents in any and all countries, for inventions,  developments and
discoveries within the categories  defined above. Such inventions,  developments
and  discoveries,  and  any  writings  or  other  artistic  or  creative  visual
expressions  and integrated  circuit  layouts and  topographies,  as well as any
copyrights or mask work rights therein, are to be and remain the property of the
Corporation or its nominees.

                  The Executive  represents  that the Executive has no agreement
with or obligation to any third party that conflicts with this Section 12.

13.               WITHHOLDING

                  Anything  to  the  contrary   notwithstanding,   all  payments
required to be made by the Corporation  hereunder to the Executive or his estate
or  beneficiaries,  shall be subject to the withholding of such amounts relating
to taxes as the Corporation may reasonably  determine,  after  consultation with
the Executive,  it should withhold pursuant to any applicable law or regulation.
In lieu of withholding  such amounts,  in whole or in part, the Corporation may,
in its sole  discretion,  accept  other  provisions  for  payment  of taxes  and
withholdings as required by law,  provided the Corporation is satisfied that all
requirements  of law affecting the  Corporation's  responsibilities  to withhold
have been complied with.

14.               ENTIRE AGREEMENT

                  This  Employment   Agreement  contains  the  entire  agreement
between the parties  hereto with respect to matters  herein and  supersedes  all
prior agreements and understandings, oral or written, between the parties hereto
relating to such matters.

15.               ASSIGNMENT

                  Except as herein expressly provided, the respective rights and
obligations of the Executive and the Corporation under this Employment Agreement
shall not be assignable by either party without the written consent of the other
party and shall enure to the benefit of and be binding  upon the  Executive  and
the  Corporation and their permitted  successors or assigns,  including,  in the
case of the  Corporation,  any  other  corporation  or  entity  with  which  the
Corporation  may be merged  or  otherwise  combined  or which  may  acquire  the
Corporation or its assets in whole or in substantial  part,  and, in the case of
the  Executive,  his  estate  or other  legal  representatives.  Nothing  herein
expressed  or implied is intended to confer on any person other than the parties
hereto any rights,  remedies,  obligations or liabilities  under or by reason of
this Employment Agreement.

<PAGE>

16.               APPLICABLE LAW

                  This  Employment  Agreement  shall be deemed a contract under,
and for all purposes shall be governed by and construed in accordance  with, the
laws of the State of  Victoria  without  regard to the  conflicts  of laws rules
thereof.  The Corporation and the Executive hereby each irrevocably  consent and
attorn to the  jurisdiction  of the courts of the State of Victoria with respect
to any  dispute  or  proceeding  arising  in  connection  with  this  Employment
Agreement.

17.               AMENDMENT OR MODIFICATION: WAIVER

                  No provision of this  Employment  Agreement  may be amended or
waived  unless  such  amendment  or  waiver  is  authorized  by the  Corporation
(including any authorized officer or committee of the board of directors) and is
in  writing  signed by the  Executive  and by a duly  authorized  officer of the
Corporation.  Except  as  otherwise  specifically  provided  in this  Employment
Agreement,  no waiver by either party hereto of any breach by the other party of
any condition or provision of this Employment  Agreement to be performed by such
other  party  shall be  deemed a  waiver  of a  similar  or  dissimilar  breach,
condition or provision at the same time or at any prior or subsequent time.

18.               RESIGNATIONS

                  The Executive  hereby agrees that,  upon  termination  of this
employment for any reason  whatsoever,  the Executive shall thereupon be deemed,
upon the request of the Corporation,  to have immediately  resigned any position
the  Executive  may  have as an  officer  and/or  director  of the  Corporation,
together with any other office, position or directorship which the Executive may
hold  with  any  of  the  Corporation's  subsidiaries  or  related  entities  in
connection  with or arising  from the  performance  of the  Executive  duties of
employment under this Employment Agreement.  In such event, the Executive shall,
at the  reasonable  request of the  Corporation,  forthwith  execute any and all
documents  appropriate to evidence such  resignations  which are consistent with
the terms of this Employment Agreement.

19.               PROVISIONS SURVIVING TERMINATION

                  It is expressly agreed that notwithstanding termination of the
Executive's employment with and by the Corporation for any reason or cause or in
any circumstances whatsoever, such termination shall be without prejudice to the
rights and obligations of the Executive and the  Corporation,  respectively,  in
relation or arising up to the time up to and including the date of  termination;
and the  provisions  of Sections  8(d),  9, 10, 11, 12, 13, 17, 18, 19 and 20 of
this Employment Agreement,  all of which shall remain and continue in full force
and effect  unless and until the board of  directors of the  Corporation  at its
absolute discretion resolves otherwise and so notifies the Executive in writing.

<PAGE>

20.               THE WORKPLACE RELATIONS ACT 1996 (CTH)

                  If any  clause  contained  in  this  Employment  Agreement  is
inconsistent  with any provision of the Workplace  Relations Act 1996 (Cth) (the
"WRA"),  the WRA will be deemed to apply to the extent that the clause contained
in this Employment Agreement is inconsistent with the WRA.

                  For the avoidance of doubt, this clause 20 is inserted in this
Employment Agreement to ensure that the Corporation complies with section 505 of
the WRA.

21.               SEVERABILITY

                  In the event that any provision or portion of this  Employment
Agreement shall be determined to be invalid or unenforceable for any reason, the
remaining  provisions  and  portions  of  this  Employment  Agreement  shall  be
unaffected  thereby  and shall  remain in full force and  effect to the  fullest
extent permitted by law.

22.               COUNTERPARTS

                  This  Employment  Agreement  may be executed in  counterparts,
each of which shall be an original,  but all of which together shall  constitute
one and the same instrument.

23.               REFERENCES

                  In  the  event  of  the   Executive's   death  or  a  judicial
determination of his incompetency, reference in this Employment Agreement to the
Executive  shall be deemed,  where  appropriate,  to refer to his beneficiary or
beneficiaries.


24.               CAPTIONS


                  Captions to the  Sections  of this  Employment  Agreement  are
solely for  convenience and no provision of this Agreement is to be construed by
reference to the captions of that Section.


25.               CURRENCY

                  Unless otherwise specified herein, all dollar amounts referred
to herein shall mean Australian dollars.

<PAGE>

                  IN WITNESS WHEREOF this Employment Agreement has been executed
by a duly authorized officer of the Corporation,  WaveRider and the Executive as
of the day first above written.

                                               ADE NETWORK TECHNOLOGY PTY LTD

                                               By:  ____________________________


                                               WAVERIDER COMMUNICATIONS INC.

                                               By: ____________________________
                                                   D. BRUCE SINCLAIR
                                                   President and Chief Executive
                                                   Officer

SIGNED, SEALED and                          )
DELIVERED in the presence of:               )
                                            )
                                            )
                                            )
                                            )
                                            )
Witness                                            Wayne Anderson


<PAGE>




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



                                                                    EXHIBIT 10.2

                      SHARE SALE AND SUBSCRIPTION AGREEMENT

                                  AMENDMENT #1

RECITALS:

WHEREAS Phillip William Anderson,  Maureen Anderson and Wayne Anderson (together
the Vendors), ADE Network Technology Pty Ltd CAN 006 395 026 (ADE) and WAVERIDER
COMMUNICATIONS  INC.  (Purchaser)  did enter into a Share Sale and  Subscription
Agreement (the Agreement) dated the 29th day of September 2000;

AND WHEREAS under  paragraph 5.1 of the Agreement the  Settlement  was deemed to
have taken place on 30 September 2000;

AND WHEREAS the Vendors and the Purchaser  have  determined  that the Settlement
date should have taken place on 1 October 2000;

NOW, THEREFORE, in consideration of good and valuable consideration, the receipt
and  sufficiency  of which is hereby  acknowledged,  the parties hereto agree as
follows:

Paragraph 5.1 of the Agreement shall be amended to read:

         Settlement of the  Transaction  shall take place on the Settlement Date
         at the  offices of ADE or at such  other  offices  as the  Parties  may
         otherwise  agree and at such  time as shall be  agreed by the  Parties.
         Irrespective  of the date on which  Settlement  actually  takes  place,
         Settlement shall be deemed to have taken place on 1 October 2000.

DATED: October 9, 2000

/s/ W. Anderson                                    /s/ Bruce Sinclair
----------------------------------------           -----------------------------
ADE Network Technology Pty Ltd CAN                 WaveRider Communications Inc.
006 395 026 by its authorised signatory:           by its authorised signatory;

W. Anderson                                        Bruce Sinclair
----------------------------------------           -----------------------------
Signatory Name                                     Signatory Name

Secretary and Director                             President, CEO & Director
----------------------------------------           -----------------------------
Signatory Title                                    Signatory Title

/s/ Phillip William Anderson                       /s/ Maureen Anderson
    ------------------------------------               -------------------------
    Phillip William Anderson                           Maureen Anderson

/s/ Wayne Anderson
    ------------------------------------
    Wayne Anderson
[{"type": "8-K", "sequence": "1", "filename": "0001.txt", "description": "8-K FOR WAVERIDER COMMUNICATIONS, INC.", "secsgml_size_bytes": 137367}]
{"company-data": {"conformed-name": "WAVERIDER COMMUNICATIONS INC", "cik": "0000844053", "assigned-sic": "4813", "irs-number": "330264030", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-25680", "film-number": "740914"}, "business-address": {"street1": "255 CONSUMERS ROAD SUITE 500", "street2": "TORONTO", "city": "ONTARIO", "state": "A6", "zip": "00000", "phone": "4165023200"}, "mail-address": {"street1": "255 CONSUMERS ROAD SUITE 500", "street2": "TORONTO", "city": "ONTARIO", "state": "A6"}, "former-company": [{"former-conformed-name": "CHANNEL I INC", "date-changed": "19950324"}, {"former-conformed-name": "CHANNEL I LTD", "date-changed": "19931119"}, {"former-conformed-name": "ATHENA VENTURES INC", "date-changed": "19920703"}]}
UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

1.       Pursuant to Sections 13 or 15(d) of the  Securities and Exchange Act of
         1934

        Date of Report (Date of earliest event reported): October 1, 2000
       ------------------------------------------------------------------

                          WAVERIDER COMMUNICATIONS INC.
             -------------------------------------------------------
               (Exact name of registrant as specified in charter)

                                     NEVADA
        -----------------------------------------------------------------
         (State or other jurisdiction of incorporation or organization)

               0-25680                               33-0264030
    ----------------------------      -----------------------------------------
      (Commission File Number)          (I.R.S. Employer Identification Number)

         255 Consumers Road, Suite 500, Toronto, Ontario, Canada M2J 1R4
     ----------------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                                 (416) 502-3200
     ----------------------------------------------------------------------
              (Registrant's telephone number, including area code)

     ----------------------------------------------------------------------
          (Former name or former address, if changed since last report)
Item 2.    Acquisition or Disposal of Assets

Acquisition of ADE Network Technology Pty Ltd

Effective October 1, 2000,  WaveRider  Communications  Inc.  ("WaveRider" or the
"Company") acquired ADE Network Technology Pty of Melbourne,  Australia, ("ADE")
a privately-held  wireless  infrastructure  company.  The Company undertook this
acquisition  to provide a sales  presence in Australia and South East Asia where
it believes a strong growing potential market for its products exists.

Under the  terms of the  Agreement,  WaveRider  committed  to pay a  minimum  of
$4,000,000  Australian  (approximately $2.13 Million US) in four equal quarterly
installments   commencing  on  the  closing   date.  In  addition,   the  former
shareholders  of ADE will receive 40% of ADE's revenue in excess of $7.5 Million
Australian  (approximately  $4 Million US) for the 12 months ended September 30,
2001,  up to a maximum  of  $900,000  Australian  (approximately  $480,000  US).
Payment of the first  installment  of  $1,000,000  Australian  was made in cash.
Payment  of the  balance  of the  consideration,  after the  initial  payment at
closing,  can be made, at WaveRider's  sole  discretion,  in the form of shares,
cash or a combination of each.

ADE Network Technology operates offices in Melbourne, Sydney, Canberra, Brisbane
and Perth in  Australia.  In addition to marketing  WaveRider's  fixed  wireless
Internet access products,  ADE's team of 27 sales,  engineering,  administration
and management  professionals will provide professional  planning,  installation
and maintenance  services to wireless Internet Service Providers  throughout the
continent.

As a wholly-owned  subsidiary of WaveRider,  ADE Network Technology's  financial
results will be reported on a consolidated basis with WaveRider's  results.  The
purchase has been completed for a combination of shares and cash,  which have no
material impact on WaveRider's cash and equity position.

Item 7.    Financial Statements

Financial  Statements will be filed on or before  December 15, 2000,  sixty (60)
days  from  the  required  date of this  filing,  as  provided  in Rule  3-05 of
Regulation S-X

           Exhibits

10.1     Share Sale and Subscription Agreement between WaveRider  Communications
         Inc. and ADE Network  Technology Pty Ltd and Philip  William  Anderson,
         Maureen Anderson and Wayne Anderson dated September 29, 2000.

10.2     Amendment No. 1 to the Share Sale and  Subscription  Agreement  between
         WaveRider  Communications  Inc. and ADE Network  Technology Pty Ltd and
         Philip  William  Anderson,  Maureen  Anderson and Wayne  Anderson dated
         October 9, 2000.

Signatures:

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly caused this current  report on Form 8-k to be signed on its
behalf by the undersigned thereunto duly authorized.

Dated:  October 13, 2000

                                         WaveRider Communications Inc.

                                         Per: /s/ Bruce Sinclair
                                              -------------------------------
                                              Bruce Sinclair, President
EXHIBIT 10.1

                  PHILIP WILLIAM ANDERSON, MAUREEN ANDERSON AND

                                 WAYNE ANDERSON

                           (collectively, the Vendors)

                                       and

                          WAVERIDER COMMUNICATIONS INC.

                                   (Purchaser)

                                       and

                         ADE NETWORK TECHNOLOGY PTY LTD

                                 ACN 006 395 026

                                      (ADE)

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

                      SHARE SALE AND SUBSCRIPTION AGREEMENT

--------------------------------------------------------------------------------
THIS AGREEMENT is made the 29th day of September 2000

BETWEEN

PHILIP WILLIAM ANDERSON of 6 Lemon Grove, Bayswater, Victoria (Philip);

AND

MAUREEN ANDERSON of 37 Francis Crescent, Ferntree Gully, Victoria (Maureen);

AND

WAYNE ANDERSON of 4 Finsbury Close, Rowville, Victoria (Wayne),

(together the Vendors);

AND

ADE  NETWORK  TECHNOLOGY  PTY LTD (ACN 006 395  026) of 2  Dublin  Street,  East
Oakleigh, Victoria (ADE);

AND

WAVERIDER  COMMUNICATIONS  INC., a company incorporated in Nevada, of Suite 500,
255 Consumers Road, Toronto, Ontario, Canada (Purchaser).

RECITALS:

A.       Philip, Maureen and Wayne (collectively, the Vendors) are the legal and
         beneficial  owners  of the  Vendor  Shares in the  proportions  set out
         below:

         Philip:                12,000 Shares;
         Maureen:               200,000 Shares; and
         Wayne:                 25,000 Shares.

B.       The  Vendors  wish to sell and the  Purchaser  wishes to  purchase  the
         Vendor Shares on the terms and conditions of this Agreement.

IT IS AGREED as follows:

1.       DEFINITIONS AND INTERPRETATIONS

1.1      Definition

         In this Agreement:

         Accounts  means the accounts in respect of ADE which has been disclosed
         to the Purchaser.
Accounts Date means 30 June 2000.

Adjustment  Amount means the amount which is the  difference  between the amount
received  in  Australian  dollars by reason of the  disposal of Sale Shares by a
Vendor (less  reasonable  costs of the disposal  incurred by the Vendor) and the
equivalent Consideration amount payable to the Vendors.

Agreement  means the  agreement  constituted  by this  document and includes the
recitals.

Authorisation means any permit,  approval,  authorisation,  consent,  exemption,
filing, licence, notarisation,  registration or waiver however described and any
renewal or variation to any of them.

Business  means the business of wireless  network  communications  carried on by
ADE.

Business  Day means a day that is not a  Saturday,  Sunday or public  holiday in
Victoria.

Claim means in relation to any person, a claim, action or proceeding,  judgment,
damage,  loss, cost, expense or liability incurred by or to or made or recovered
by or against the person,  however arising and whether  present,  unascertained,
immediate, future or contingent.

Consideration  means the  consideration in respect of the Transaction set out in
clause 4.

Encumbrance means any encumbrance,  mortgage,  pledge, charge, lien, assignment,
hypothecation,  security interest, title retention,  preferential right or trust
arrangement and any other security or agreement of any kind given or created and
including any possessory lien in the ordinary course of business whether arising
by operation of law or by contract.

Escrow  Agreement  means an  agreement  entered into between the Vendors and the
Purchaser in relation to  WaveRider  Shares  issued to the Vendors  limiting the
number of  WaveRider  Shares that the Vendors may sell on any one day to no more
than 10% of the  average  daily  number of  WaveRider  Shares  sold  during  the
previous 10 days of trading on the NASDAQ National Market System.

Execution Date means the date of this Agreement.

Governmental Agency means a government or government department,  a governmental
or semi-governmental or judicial person (whether autonomous or not) charged with
the administration of any applicable law.

Guarantees means the guarantees made by any or all of the Vendors and set out in
Schedule C.
Incremental  Revenue means that  proportion of the Revenue which is greater than
$7.5  million but not more than $9.75  million for the year ending 30  September
2001 which  amount  shall be increased by an amount equal to any decrease in the
capacity of ADE to earn  revenue  during the  relevant  year caused by Purchaser
diverting current revenue generating resources of ADE to non-revenue activities,
reducing ADE's current  expenditure  levels or breach of the covenant set out in
clause  9.6 of this  Agreement,  without  the  express  written  consent  of the
Managing Director of ADE.

Party means a party to this Agreement.

Revenue means, in relation to a period of time, the revenue of ADE as calculated
in  accordance  with  generally  accepted  Australian  accounting  standards and
practices.

Satisfaction  Period  means the  period  commencing  on the  Execution  Date and
expiring 30 September 2000, or such other date as is agreed to in writing by the
Parties.

Securities  means the securities  given by any or all of the Vendors and set out
in Schedule C.

Settlement means the settlement on the Settlement Date of the sale
and purchase of the Vendor Shares.

Settlement  Date means 30 September  2000 unless  otherwise  agreed  between the
Parties.

Share means a fully paid ordinary share in the capital of ADE.

Tax means any tax, levy, charge, impost, duty, fee, deduction,  compulsory loan,
withholding,  stamp, transaction,  registration, duty or similar charge which is
assessed,  levied,  imposed or collected by any government  agency and includes,
but is not limited to, any interest,  fine,  penalty,  charge,  fee or any other
accounting imposed on, or in respect of any of the above.

Transaction  means  the sale and  purchase  of the  Vendor  Shares as set out in
clause 3.

Vendor  Proportions means in, relation to WaveRider Shares issued to the Vendors
or cash paid to the Vendors,  the allocation of WaveRider  Shares or the payment
of cash (as appropriate) in the following proportions:

           Name of Vendor              Proportion of total WaveRider Shares/cash

           Philip                      12/237
           Maureen                     200/237
           Wayne                       25/237
Vendor Shares means 100% of the fully paid issued  capital of ADE, being 237,000
Shares.

WaveRider Share means a common share in the capital of Purchaser.

1.2        Interpretation

           In this Agreement unless the context otherwise requires:

(a)      headings are for convenience only and do not affect its interpretation;

(b)      an  obligation or liability  assumed by, or a right  conferred on, 2 or
         more  Parties  binds or benefits  all of them  jointly and each of them
         severally;

(c)      the  expression  person  includes  an  individual,  the  estate  of  an
         individual,  a  corporation,  an  authority,  an  association  or joint
         venture (whether  incorporated or unincorporated),  a partnership and a
         trust;

(d)      a   reference   to  any  party   includes   that   party's   executors,
         administrators,  successors and permitted assigns, including any person
         taking by way of novation;

(e)      a reference  to any  document  (including  this  Agreement)  is to that
         document as varied, novated, ratified or replaced from time to time;

(f)      a reference to any statute or to any statutory  provision  includes any
         statutory modification or re-enactment of it or any statutory provision
         substituted for it, and all ordinances, by-laws, regulations, rules and
         statutory instruments (however described) issued under it;

(g)      words  importing  the singular  include the plural (and vice versa) and
         words indicating a gender include every other gender;

(h)      reference to parties,  clauses,  schedules,  exhibits or annexures  are
         references to parties, clauses, schedules, exhibits and annexures to or
         of this  Agreement  and a  reference  to this  Agreement  includes  any
         schedule, exhibit or annexure to this Agreement;

(i)      where a word or phrase is given a defined  meaning,  any other  part of
         speech or grammatical  form of that word or phrase has a  corresponding
         meaning; and

(j)      a reference to $ or dollar is to Australian currency.

2.         CONDITIONS

2.1      This Agreement is subject to and conditional on the satisfaction of the
         following conditions precedent:
(a)      the Vendors, using their best endeavours, to procure that the employees
         specified in Schedule D enter into  employment  agreements  with ADE on
         terms that are satisfactory to the Purchaser; and

(b)      receipt of:

         (i)      any  necessary  consents  in relation to the leases set out in
                  Schedule E; and

         (ii)     any other third party approvals,  consents,  waivers,  orders,
                  exemptions and agreements reasonably necessary for the ongoing
                  operation of the  Business,  including in relation to material
                  contracts  with  suppliers  and  customers,  each in form  and
                  substance satisfactory to the Purchaser and the Vendors.

2.2        The conditions precedent to this Agreement in clause 2.1 are inserted
           in this  Agreement  solely for the benefit of the  Purchaser  and the
           Purchaser  may,  by notice in writing to the Vendors on or before the
           due date for satisfaction of each of the conditions precedent, either
           waive or grant an  extension of time for  satisfaction  of any one or
           more of the  conditions  or part or  parts  of any one or more of the
           conditions.

2.3        Subject to clause 2.2, if all of the conditions  precedent set out in
           clause 2.1 are not satisfied or waived by the Purchaser in accordance
           with  the   provisions  of  this  Agreement  by  the  expiry  of  the
           Satisfaction  Period,  this Agreement shall be deemed to be at an end
           and of no force or effect with none of the Parties  being  subject to
           any of the  obligations  contained in this Agreement and with none of
           the  Parties  claiming  any right,  at law or in equity,  against any
           other  Party  save  for  the   performance  of  those  covenants  and
           agreements (if any) which should have already have been performed and
           all damages for breach of the same.

2.4        The Parties shall use their best endeavours to satisfy all conditions
           precedent  referred to in clause 2.1 as soon as  possible  after  the
           Execution Date.

2.5        Settlement  of this  Agreement is subject to and  conditional  on the
           Purchaser being satisfied that no material change has occurred in the
           financial position or affairs of ADE between the date of satisfaction
           of the conditions  precedent to this Agreement  referred to in clause
           2.1 and the Settlement Date.

2.6        Settlement  of this  Agreement is subject to and  conditional  on the
           Vendors being  satisfied that no material  change has occurred in the
           financial  position or affairs of the  Purchaser  between the date of
           satisfaction of the conditions  precedent to this Agreement  referred
           to in clause 2.1 and the Settlement Date.

3.         TRANSACTION

           Each of the  Vendors,  as legal and  beneficial  owners of the Vendor
           Shares, in the proportions set out in Recital A above,  agree to sell
           free from  Encumbrances  and the  Purchaser  agrees to  purchase  the
           Shares owned by each Vendor for the  Consideration and on the further
           terms and conditions set out in this Agreement.
4.         CONSIDERATION

4.1      The consideration payable by the Purchaser to the Vendor is as follows:

(a)        $1,000,000 in cash payable to the Vendors on the Settlement Date;

(b)        $3,000,000  payable to the Vendors in 3 equal  quarterly  instalments
           of  $1,000,000  each,  payable on the following dates:

(i)        that date which is 3 months after the Settlement Date;

(ii)       that date which is 6 months after the Settlement Date; and

(iii)      that date which is 9 months after the Settlement Date; and

(c)        that amount which is 40% of Incremental Revenue, payable on
                     31 October 2001.

4.2        The  Purchaser  may elect to satisfy its  obligations  referred to in
           clauses  4.1(b) and 4.1 (c) by the payment of cash only, by the issue
           of  WaveRider  Shares,  or by a  combination  of cash  and  WaveRider
           Shares.

4.3        If:

         (a)      the   Purchaser   elects  to  partly  or  fully   satisfy  its
                  obligations  referred  to in  clause  4.1(b)  or 4.1(c) by the
                  issue of WaveRider Shares;

         (b)      a  Vendor  sells  some or all of his or her  WaveRider  Shares
                  (Sale  Shares)  within 30 days of the issue of the Sale Shares
                  on market at arms length; and

         (c)      the  Vendor,  by reason of such a bona fide on market  sale at
                  arms length,  recovers  (after  taking  account of  reasonable
                  costs of the sale  incurred by the Vendor) other than the cash
                  amount the Vendor  would have  received if the  Purchaser  had
                  elected  to satisfy  its  obligations  by the  payment of cash
                  rather than  satisfying  its  obligations  by the issue of the
                  Sale  Shares,  the  Purchaser  shall pay to or claim from that
                  Vendor the Adjustment Amount.

4.4      The  Adjustment  Amount is payable  to or claimed  from a Vendor at the
         following times:

         (a)      if  the  Adjustment  Amount  relates  to  Sale  Shares  issued
                  pursuant to clause 4.1(b), at the same time as the immediately
                  following  instalment of the Consideration  pursuant to clause
                  4.1(b) or 4.1(c) if payable (or if no Consideration is payable
                  pursuant to clause 4.1(c), on 31 October 2001); and
(b)      if  the  Adjustment  Amount  relates  to  Sale  Shares  issued
                  pursuant to clause 4.1(c), on 31 December 2001.

4.5      In the  event  that the  Purchaser  is  required  to pay to a Vendor an
         Adjustment Amount:

         (a)      the  Purchaser may elect to pay the  Adjustment  Amount in the
                  manner  referred  to in clause  4.2 if the  Adjustment  Amount
                  relates to Sale Shares issued pursuant to clause 4.1(b); and

         (b)      the Purchaser  must pay the  Adjustment  Amount in cash if the
                  Adjustment  Amount  relates to Sale Shares issued  pursuant to
                  clause 4.1(c).

4.6      In the event that the  Purchaser  is entitled to claim from a Vendor an
         Adjustment Amount:

         (a)      the Adjustment  Amount shall be offset against the immediately
                  following instalment of the Consideration  payable pursuant to
                  clause 4.1(b) or 4.1(c) if the  Adjustment  Amount  relates to
                  Sale Shares issued pursuant to clause 4.1(b); and

         (b)      the Adjustment  Amount shall be paid in cash by the respective
                  Vendor if it relates to Sale Shares issued  pursuant to clause
                  4.1(c).

4.7        All  calculations  relating to the number of  WaveRider  Shares to be
           issued to the Vendors as part of the Consideration will be determined
           in accordance with the following formula:

           X =       Y x Z
                     -----
                       SP

           where:

         X        = the number of  WaveRider  Shares to be issued to the Vendors
                  as part of the Consideration;

         Y        = the equivalent  Consideration  amount payable to the Vendors
                  in Australian dollars;

         Z        = the  AUD$:US$  exchange  rate sell rate as  published in the
                  Australian  Financial  Review  on the day prior to the date on
                  which any WaveRider  Shares are to be issued to the Vendors as
                  part of the Consideration; and

         SP       = the average trading price of WaveRider  Shares on the NASDAQ
                  Composite  Index at the close of trading on the last 5 trading
                  days prior to the date on which any WaveRider Shares are to be
                  issued to the Vendors as part of the Consideration.
5.         SETTLEMENT

5.1        Settlement of the Transaction shall take place on the Settlement Date
           at the  offices of ADE or at such other  offices as the  Parties  may
           otherwise  agree and at such time as shall be agreed by the  Parties.
           Irrespective  of the date on which  Settlement  actually takes place,
           Settlement shall be deemed to have taken place on 30 September 2000.

5.2        At Settlement,  the Vendors must confer on the Purchaser title to the
           Vendor  Shares and place the  Purchaser in effective  possession  and
           control of ADE. To this end, at or prior to  Settlement,  the Vendors
           must:

         (a)      if required by the Purchaser, deliver or cause to be delivered
                  to the Purchaser in a form and substance  satisfactory  to the
                  Purchaser:

                  (i)      share certificates in respect of the Vendor Shares;

                  (ii)     separate  instruments of transfer in registrable form
                           of the Vendor  Shares in favour of the  Purchaser (as
                           transferee)  which have been duly executed by each of
                           the Vendors in relation  to their  respective  Vendor
                           Shares (as transferor);

                  (iii)    the common seal (and any duplicate common seal, share
                           seal or official seal) of ADE;

                  (iv)     all available copies of the constitution of ADE;

                  (v)      the minute  books and other  records of  meetings  or
                           resolutions of members and directors of ADE;

                  (vi)     all  registers  of ADE  (including  the  register  of
                           members,  register of options, register of directors,
                           register of charges)  in proper  order and  condition
                           and fully entered up to the Settlement Date;

                  (vii)    all cheque books,  financial and accounting books and
                           records,  copies  of  tax  returns  and  assessments,
                           mortgages,  leases,  agreements,  insurance policies,
                           title   documents,   licences,   indicia   of  title,
                           contracts,   certificates   and  all  other  records,
                           papers, books and documents of ADE;

                  (viii)   a duly completed  authority for the alteration of the
                           signatories of each bank account of ADE in the manner
                           required by the  Purchaser by written  notice  before
                           the Settlement Date; and

                  (ix)     all current Authorisations and other documents issued
                           to ADE under any legislation or ordinance relating to
                           its business activities;

         (b)      procure that duly  convened  meetings of the  directors of ADE
                  are held and procure at those meetings (as applicable):
(i)      the approval of the registration  (subject to payment
                           of stamp duty) of the  transfers of the Vendor Shares
                           and the  issue  of a new  share  certificate  for the
                           Vendor Shares in the name of the Purchaser;

                  (ii)     if  required by the  Purchaser,  the  appointment  as
                           additional  directors and secretaries of ADE of those
                           persons  nominated by the Purchaser by written notice
                           before the Settlement Date;

                  (iii)    if  required by the  Purchaser,  the  retirement,  by
                           written notice,  of the Vendors'  representatives  as
                           secretary  and  directors of ADE with effect from the
                           end of that meeting  acknowledging  that each of them
                           has no Claim of any kind  whatsoever  against  ADE by
                           way of compensation or entitlement for loss of office
                           including  (without  limitation) in respect of his or
                           her legal  entitlements to accrued long service leave
                           and annual pay (if any);

                  (iv)     if required by the  Purchaser,  the revocation of all
                           existing authorities to operate bank accounts; and

                  (v)      the transaction of any other  reasonable  business of
                           which  the  Purchaser  may  give  notice  before  the
                           Settlement Date; and

         (c)      deliver  possession  and  place  the  Purchaser  in  operating
                  control of ADE.

5.3        At  Settlement,  the  Purchaser  must pay to the  Vendors  a total of
           $1,000,000, to be allocated amongst each of the Vendors in the Vendor
           Proportions.  Such  payment  will be in the  form of a trust  account
           cheque from the trust  account of  Steinepreis  Paganin,  Lawyers and
           Consultants.   In  addition,   Purchaser  must  present  an  executed
           counterpart of the employment agreement for Mr. William Anderson,  in
           the form of Schedule F and an executed  counterpart of the employment
           agreement for Mr. Wayne Anderson, in the form of Schedule G.

6.         ANNOUNCEMENTS

           The Purchaser and ADE agree that there will be no public announcement
           or other  disclosure of the matters  dealt with in this  Agreement or
           that  discussions  and  negotiations  concerning the  Transaction are
           occurring  between them until they have both agreed thereto or unless
           otherwise  required by law or by regulatory law or regulatory rule or
           policy.  If  either  the  Purchaser  or  ADE  is  required  by law or
           regulatory  rule or  policy  to make a public  announcement,  it will
           provide as much notice to the other of them as  reasonably  possible,
           including the proposed text of the announcement.

7.         COVENANTS BY THE VENDORS AND ADE

7.1        The  Vendors  and ADE  covenant  with the  Purchaser  that during the
           period   commencing  on  the  Execution  Date  and  expiring  on  the
           Settlement  Date,  ADE  will  not,  except  as  contemplated  by this
           Agreement, without the prior written consent of the Purchaser:
(a)      enter  into,  terminate  or  alter  any  term of any  material
                  contract or commitment;

         (b)      other than in the ordinary  course of its Business,  incur any
                  material liability;

         (c)      other than in the ordinary course of its Business, acquire any
                  asset or authorise any material capital expenditure;

         (d)      other than in the ordinary course of its Business, dispose of,
                  agree to dispose  of,  assign,  agree to assign,  encumber  or
                  grant any option over any of its assets or any interest in any
                  of them;

         (e)      other than in the  ordinary  course of its  business,  hire or
                  terminate  the  employment of or pay or agree to pay any bonus
                  or allowance to any employee or alter the terms of  employment
                  (including the terms of  superannuation  or any other benefit)
                  of any employee;

         (f)      grant any option to subscribe for any security in ADE or allot
                  or issue or agree  to allot or issue  any  security,  share or
                  loan  capital or any  security  convertible  into any share or
                  loan capital in ADE other than as set out in this Agreement;

         (g)      resolve to reduce its share capital in any way;

         (h)      enter into a  buy-back  agreement  or  resolve to approve  the
                  terms of a buy-back agreement;

         (i)      declare or pay any dividend or make any other  distribution of
                  its assets or profits;

         (j)      alter  or  agree  to  alter  its  constitution  other  than as
                  provided for in this Agreement;

         (k)      pass any  resolution  other  than in the  ordinary  course  of
                  business; or

         (l)      resolve any programs or budgets in relation to ADE.

7.2      For the purposes of this  Agreement and until  Settlement,  the Vendors
         must use their best endeavours to:

         (a)      give the  Purchaser all such  assistance  and  information  in
                  regard to the property and affairs of ADE; and

         (b)      make   available   for   access  to  the   Purchaser   or  its
                  representatives  all books,  records and documents (whether in
                  written,  electronic or other form) in its possession or under
                  its control,

           as the  Purchaser may require to enable the Purchaser to gain further
           knowledge about the Business (and its operation and conduct) and take
           control of ADE.
7.3        If, before the Settlement Date, an event occurs which has or may have
           a material effect of the profitability or value of the Vendor Shares,
           the Vendors must, immediately upon becoming aware of that event, give
           written notice to the Purchaser fully describing the event.

7.4        In the event  that all or any of the  Vendors  are  issued  WaveRider
           Shares  pursuant  to  clause 4, the  Vendors  jointly  and  severally
           covenant  that  they  will,  on the date of  issue of such  WaveRider
           Shares, each enter into an Escrow Agreement.

7.5        The Vendors jointly and severally covenant that they will provide all
           reasonable  assistance  to the Purchaser as is required to enable the
           Purchaser to satisfy its obligations under clause 9.3.

8.         REPRESENTATIONS AND WARRANTIES BY THE VENDORS AND ADE

8.1        Each of the  Vendors  and  ADE  jointly  and  severally  warrant  and
           represent to the  Purchaser,  as an  inducement  to the  Purchaser to
           enter into this  Agreement  and it is a condition  of this  Agreement
           that each of the statements set out in Schedule A are true,  complete
           and accurate, both at the Execution Date and at the Settlement Date.

8.2        Each of the Vendors and ADE jointly and severally indemnify and agree
           to indemnify the Purchaser against any Claim against the Purchaser to
           the extent that the Claim arises from or is connected with any breach
           of any  warranty  by such  Vendor set out in  Schedule A or any other
           terms of this Agreement.

8.3        The  warranties set out in Schedule A will remain in full force for a
           period of one year from Settlement, except for clauses 6.7, 13 and 16
           in  Schedule A which  will  remain in full force for a period of five
           years,  and the provisions of clauses 8.1 and 8.2 will remain in full
           force  with  respect  to each  warranty  for the  corresponding  time
           period, and be binding notwithstanding  Settlement and shall continue
           for the benefit of the  Purchaser  and shall not be  extinguished  or
           merged on Settlement.

8.4        The  matters set out in Schedule A and clause 8.2 will be taken to be
           repeated by the Vendors and ADE on the Settlement Date with reference
           to the facts and circumstances existing at that date.

9.         COVENANTS BY THE PURCHASER

9.1        To the  extent to which the  Purchaser  elects to pay to the  Vendors
           some or all of the  Consideration  set out in  clause 4 in  cash,  it
           shall pay such  Consideration by bank cheque, to be allocated amongst
           each of the Vendors in the Vendor Proportions.

9.2        To the  extent to which the  Purchaser  elects to pay to the  Vendors
           some or all of the  Consideration  set out in  clause 4 in  WaveRider
           Shares,  the Purchaser shall deliver or cause to be delivered to each
           of  the  Vendors   share   certificates   together   totalling   such
           Consideration,  which share  certificates  shall  allocate  WaveRider
           Shares between the Vendors in the Vendor Proportions.

9.3        The Purchaser covenants with the Vendors that:
(a)      during  the  period  commencing  on the  Settlement  Date  and
                  expiring 90 days  thereafter,  the Purchaser  will, at its own
                  cost,  obtain a release of the  guarantee  and  indemnity  for
                  $357,036 given by William Anderson and Maureen  supported by a
                  registered  mortgage  over  property  situated  at 37  Francis
                  Crescent,   Ferntree  Gully,  Victoria  which  guarantees  and
                  indemnity forms part of the Guarantees and Securities ; and

         (b)      subject to clause 9.3(a),  during the period commencing on the
                  Settlement  Date  and  expiring  6  months   thereafter,   the
                  Purchaser  will,  at its own  cost,  obtain a  release  of the
                  Guarantees  and  Securities  made by any or all of the Vendors
                  and/or William Anderson,

           provided that it will use its best  endeavours to obtain a release of
           Guarantees and Securities as soon as  practicable  after  Settlement.
           Until such time as a full and complete release has been obtained, the
           Purchaser and ADE agree to indemnify the Vendors and William Anderson
           against any Claim  against any or all of those persons made under the
           Guarantees and Securities.

9.4      If, before the Settlement Date, an event occurs which has or may have a
         material effect on the profitability or value of WaveRider Shares,  the
         Purchaser  must,  immediately  upon becoming aware of that event,  give
         written notice to the Vendors fully describing the event.

9.5      The Purchaser  covenants with the Vendors that it will by no later than
         30 days after the  Settlement  Date file with the  Securities  Exchange
         Commission of the United States of America:

         (a)      a registration  statement with respect to the initial issuance
                  of  WaveRider  Shares to the Vendors as  contemplated  by this
                  Agreement; and

         (b)      a registration statement with respect to such sale or disposal
                  of the WaveRider  Shares by the Vendors as may occur  pursuant
                  to this Agreement,

         and will do all other  things  necessary to ensure that the Vendors are
         able to hold, dispose of or otherwise deal with the WaveRider Shares as
         they think fit subject only to the terms of the Escrow Agreement.

9.6      WaveRider  covenants to provide cash or credit  facilities to a minimum
         of  $1,000,000  for the ongoing  operations  and growth of ADE,  within
         ninety (90) days following  Settlement in accordance  with  appropriate
         spending and budgetary  controls to be  implemented by ADE and approved
         by the Purchaser.

9.7      The Purchaser covenants to use its reasonable  endeavours to enable ADE
         to achieve a revenue of $12,500,000 during the year ending 30 September
         2001.
10.        REPRESENTATIONS AND WARRANTIES BY THE PURCHASER

10.1       The Purchaser warrants and represents to the Vendor, as an inducement
           to the Vendors to enter into this  Agreement and it is a condition of
           this  Agreement that each of the statements are set out in Schedule B
           are true,  complete and accurate,  both at the Execution  Date and at
           the Settlement Date.

10.2       The Purchaser indemnifies and agrees to indemnify the Vendors against
           any Claim against any Vendor to the extent that the Claim arises from
           or is connected  with any breach of any warranty by the Purchaser set
           out in Schedule B or any other terms of this Agreement.

10.3       The  warranties  set out in Schedule B and the  provisions of clauses
           10.1  and  10.2   will   remain  in  full   force   and  be   binding
           notwithstanding  Settlement and shall continue for the benefit of the
           Vendors and shall not be extinguished or merged on Settlement.

10.4       The matters set out in Schedule B and clause 10.2 will be taken to be
           repeated by the Purchaser on the  Settlement  Date with  reference to
           the facts and circumstances existing at that date.

11.        NOTICES

11.1       Each notice authorised or required to be given to a Party shall be in
           writing and may be delivered personally or sent by properly addressed
           and prepaid mail or facsimile in each case  addressed to the Party at
           its  address  set out in clause  11.2,  or as the case may be to such
           other address as it may from time to time notify to the other Parties
           pursuant to clause 11.3.

11.2       The initial address of the Parties shall be as follows:

           In the case of the Purchaser:

           WaveRider Communications Inc.
           Suite 500, 255 Consumers Road
           Toronto, Ontario
           Canada
           Facsimile:INT + (416) 502 2968
           Attention:Mr J Chapman

           In the case of the Vendors or ADE:

           2 Dublin Street
           East Oakleigh
           Victoria  3166

           Facsimile:INT + (61 3) 9543 5582
           Attention:Mr W Anderson
11.3     Each Party may from time to time  change its  address by giving  notice
         pursuant to clause 11.1 to the other Parties.

11.4     Any notice given pursuant to clause 11.1 will be conclusively deemed to
         have been received:

         (a)      in  the  case  of  personal  delivery,  on the  actual  day of
                  delivery if delivered prior to 5 pm (local time) on a Business
                  Day or on the next following Business Day if delivered after 5
                  pm (local  time) on a Business Day or on other than a Business
                  Day;

         (b)      if sent by mail, on the fifth clear Business Day after the day
                  of posting; or

         (c)      if sent by facsimile,  on the day after the facsimile was sent
                  by clear transmission.

12.        NON-ASSIGNMENT

           No Party may assign any or all of its  rights and  obligations  under
           this Agreement to any person except with the prior written consent of
           the other Party which consent shall not unreasonably be withheld.

13.        FURTHER ASSURANCE

           Each Party shall sign, execute and do all deeds, acts,  documents and
           things  as  may   reasonably  be  required  by  the  other  Party  to
           effectively  carry out and give effect to the terms and intentions of
           this Agreement.

14.        GOVERNING LAW

           This Agreement  shall be governed by and construed in accordance with
           the law from time to time in the State of  Victoria  and the  Parties
           agree to submit to the  non-exclusive  jurisdiction  of the courts of
           Victoria and the courts which hear appeals therefrom.

15.        VARIATION

           No modification or alteration of the terms of this Agreement shall be
           binding  unless made in writing dated  subsequent to the date of this
           Agreement and duly executed by the Parties.

16.        COSTS

16.1     All stamp duty  assessed  on or in respect of this  Agreement  shall be
         paid by the Purchaser.

16.2     It is acknowledged that:

         (a)      the Purchaser shall bear its own legal costs of and incidental
                  to  the   preparation,   negotiation  and  execution  of  this
                  Agreement; and
(b)      the Vendors shall bear their own costs and the costs of ADE of
                  and incidental to the  preparation,  negotiation and execution
                  of this  Agreement,  together with all fees paid or payable by
                  ADE to  third  parties  directly  or  indirectly  involved  in
                  facilitating  the  Transaction,  provided  that such costs are
                  incurred after 15 July 2000.

17.        MISCELLANEOUS

17.1       If any provision of this Agreement is invalid and not  enforceable in
           accordance   with  its  terms,   all  other   provisions   which  are
           self-sustaining and capable of separate enforcement without regard to
           the invalid provision, shall be and continue to be valid and forceful
           in accordance with their terms.

17.2       This Agreement shall constitute the sole understanding of the Parties
           with respect to the subject matter and replaces all other  agreements
           with respect thereto.

17.3       This  Agreement  may  be  executed  in  any  number  of  counterparts
           (including by way of facsimile) each of which shall be deemed for all
           purposes to be an original and all such  counterparts  taken together
           shall be deemed to constitute one and the same instrument.

17.4       Time shall be of the essence in this Agreement in all respects.

EXECUTED by the Parties as a Agreement.

SIGNED by                                    )
PHILIP WILLIAM ANDERSON                      )
in the presence of:                          )    ______________________________
                                                           (Signature)
--------------------------------------------
Signature of Witness

--------------------------------------------
Full Name of Witness

--------------------------------------------
Address:
--------------------------------------------
Occupation:
SIGNED by                                    )
MAUREEN ANDERSON                             )
in the presence of:                          )    ______________________________
                                                             (Signature)
--------------------------------------------
Signature of Witness

--------------------------------------------
Full Name of Witness

--------------------------------------------
Address:
--------------------------------------------
Occupation:

SIGNED by                                    )
WAYNE ANDERSON                               )
in the presence of:                          )    ______________________________
                                                             (Signature)
--------------------------------------------
Signature of Witness

--------------------------------------------
Full Name of Witness

--------------------------------------------
Address:
--------------------------------------------
Occupation:
SIGNED for and on behalf of                  )
WAVERIDER COMMUNICATIONS INC. by its duly    )
authorised  Signatory in the presence of:    )      ____________________________
                                                               (Signature)

--------------------------------------------
Signature of Witness

--------------------------------------------
Full Name of Witness

--------------------------------------------
Address:
--------------------------------------------
Occupation:

EXECUTED BY ADE NETWORK TECHNOLOGY PTY LTD ACN 006 395 026     )
in accordance with the Corporations Law:                       )
                                                               )

--------------------------------------------------------------
Director

--------------------------------------------------------------
Director/Secretary
SCHEDULE A

                                VENDOR WARRANTIES

1.         SHARES AND CAPITAL

1.1        Title

           The Vendors are together the legal and beneficial owner of the Vendor
           Shares which are free from Encumbrances.

1.2        Consents

           Each of the Vendors are able to sell and transfer  the Vendor  Shares
           without the consent of any other  person and free of any  pre-emptive
           rights or rights of first  refusal  (subject to the  directors of ADE
           approving the registration of the transfer of the Vendor Shares).

1.3        Issued capital

           The Vendor Shares constitute all of the issued share capital of ADE.

1.4        Fully paid

           The Vendor  Shares are fully paid and no money is owing in respect of
           them.

1.5        Issue of other securities

           ADE is not  under  any  obligation  to allot  and  issue  and has not
           granted any person the right to call for the  allotment  and issue of
           any shares in ADE or other securities  convertible into shares of ADE
           at any time.

1.6        Encumbrances

           The Vendor Shares are not, and will not be, on Settlement, subject to
           any  Encumbrance or other  liability which would attach to the Vendor
           Shares to bind the Purchaser.

1.7        Proceedings

           The  Vendors  are not  involved  in,  or aware  of,  any  current  or
           threatened  civil or criminal  proceedings,  arbitration  or dispute,
           relating to the Vendor Shares.

1.8        Judgments

           The Vendors  are not aware of any  unsatisfied  judgments,  orders or
           writs of execution against the Vendors or ADE or affecting the Vendor
           Shares.
2.         AUTHORITY AND CORPORATE STATUS

2.1        Corporate existence

           ADE:

         (a)      is a proprietary limited company;

         (b)      has the power to own its assets and carry on its  business  as
                  it is now being conducted; and

         (c)      is not  registered and is not required to be registered in any
                  place other than its present place of incorporation.

2.2        Compliance with constituent documents

           The business  affairs of ADE have been  conducted in accordance  with
the constitution of ADE.

2.3        Judgments

           Neither the Vendors nor ADE are aware of any  unsatisfied  judgments,
           orders or writs of execution  against ADE or affecting  its business,
           assets or affairs.

2.4        Proceedings

           To the  best  of the  Vendors'  knowledge,  there  is no  current  or
           threatened  civil or  criminal  proceeding,  arbitration  or dispute,
           involving ADE.

3.         ACCURACY OF INFORMATION

3.1        Information accurate

           All  information  given by or on behalf of the Vendors  and/or ADE to
           the  Purchaser  or its advisers in respect of ADE and the sale of the
           Vendor  Shares,  is accurate and complete and not  misleading  in all
           material respects.

3.2        Material information disclosed

         All  information  which is  material to a buyer for value of the Vendor
         Shares has been disclosed to the Purchaser.

4.         THE ACCOUNTS

4.1        Basis of preparation

           In all material respects, the Accounts:

         (a)      show a true and fair view of the  financial  position  and the
                  assets and  liabilities of ADE at the Accounts Date subject to
                  the qualification of the Company's auditors,  Messrs Lundstrom
                  Dickson  Barbarti,  set  out  in  their  audit  report  of the
                  Company's  financial  reports for the year ended 30 June 2000,
                  which report is dated on or about 28 September 2000;
(b)      are not affected by any unusual or non-recurring item;

         (c)      include all reserves  and  provisions  for  taxation  that are
                  necessary  to cover all Tax  liabilities  of ADE in respect of
                  any period up to the Accounts Date;

         (d)      take  account of all gains and  losses,  whether  realised  or
                  unrealised, arising from foreign currency transactions;

         (e)      include all liabilities of ADE at the Accounts Date; and

         (f)      set  out all  contingent  liabilities  of ADE at the  Accounts
                  Date.

5.         POSITION SINCE ACCOUNTS DATE

5.1        Position since Accounts Date

           Since the Accounts Date:

         (a)      the business of ADE has been conducted in the ordinary  course
                  of ordinary business and in a proper and efficient manner;

         (b)      ADE has not  disposed  of any of its assets  other than in the
                  ordinary course of business;

         (c)      ADE has not  acquired  any  material  assets other than in the
                  ordinary course of business;

         (d)      ADE  has  not  incurred  any  liabilities  other  than  in the
                  ordinary course of business;

         (e)      there  has  been no  material  adverse  change  affecting  the
                  business of ADE, the assets of ADE or the financial or trading
                  position or prospects of ADE; and

         (f)      no  dividends,   bonus  issues  or  other   distributions   or
                  repayments of shareholders' loans have been declared,  made or
                  paid by ADE.

6.         ASSETS

6.1        Title of Assets

         Otherwise than as previously disclosed to the Purchaser in writing, all
         of the assets of ADE are:

         (a)      fully paid for;

         (b)      in the possession of ADE;
(c)      used solely by ADE;

         (d)      the  absolute  property  of ADE free of all  Encumbrances  and
                  other third party rights; and

         (e)      not the  subject of any lease or hire  purchase  agreement  or
                  agreements for purchase on deferred terms.

6.2        Assets of Business

           All of the  assets  used in  conducting  the  Business  and which are
           reasonably necessary for the continuing conduct of the Business:

         (a)      are in adequate  condition and state of repair  rendering them
                  fit for use and suitable in the conduct of the Business; and

         (b)      comprising  plant  and  equipment  have  been  maintained  and
                  repaired by ADE as required and are, at the Execution Date, in
                  reasonable working condition.

6.3        Sale of its assets

         ADE has no legally binding  commitment to sell or dispose of any of its
         assets.

6.4        Orders

           No orders or notices have been served on ADE in respect of its assets
           which are  currently  unsatisfied  and  would  seriously  impair  and
           interfere  with the use of any of those  assets or the conduct of the
           Business.

6.5        Investigation or inquiry

           To the best of the Vendors' knowledge, there has not been, during the
           3 years  immediately  preceding the Execution  Date,  and there is no
           existing investigation or enquiry by or on behalf of any governmental
           or state authority relating to the Business,  transactions or affairs
           of ADE other  than has been  previously  disclosed  in writing to the
           Purchaser.

6.6        Compliance

           As far as the Vendors are aware:

         (a)      ADE complies  with local  government,  environmental,  health,
                  safety  and  other  regulations  for  lawful  conduct  of  the
                  Business; and

         (b)      ADE has filed the necessary  returns,  information  or notices
                  with the  relevant  statutory  authorities  with regard to the
                  Business.
6.7        Regulatory

           ADE did not do or omit to do, by itself, its agents or employees, any
           act which may render ADE liable for prosecution for any offence,  and
           for any fine, penalty, damages and costs, under any of the following:

         (a)      the Corporations Law;

         (b)      the Trade Practices Act 1974 (Cth); and

         (c)      any other statutory  regulations  affecting the conduct of the
                  Business.

7.         RECEIVABLES

7.1        Collectability

           To the best of the Vendors' knowledge, all debts owing to and amounts
           due to ADE are  collectable  within  three (3)  months for their full
           amounts and are not subject to any counter-claim or set off except to
           the extent described or provided in the Accounts.

7.2        Amounts owing

         ADE is not owed any  money  other  than  trade  debts  incurred  in the
         ordinary course of business and cash at bank.

8.         SECURITY INTERESTS

           ADE has  granted or created,  or agreed to grant or create,  and is a
           party  to  only  those   loans,   guarantees,   letter  of   comfort,
           indemnities,   finance   leases,   hire   purchase   agreements,   or
           Encumbrances which are disclosed in the Accounts.

9.         CONTRACTS

9.1        Nature of contracts

           Save for as  previously  disclosed in writing to the  Purchaser,  any
agreement binding on ADE:

         (a)      is within the ordinary course or ordinary business of ADE; and

         (b)      is at arm's length.

         9.2      Losses under contracts

           Except as  disclosed  in the  Accounts,  no losses are expected to be
           incurred under contracts  currently  being  undertaken by ADE, having
           regard to all expected  revenue from,  and the cost to be incurred in
           providing services under those contracts.
9.3        No restrictive covenants

         ADE is not a party to any  agreement  which  restricts  its  freedom to
         engage in any activity or business in any area.

9.4        Change of control

           ADE is not a party to any  agreement  under  which any third party is
           entitled  or  likely,  as a result  of a change in  ownership  of the
           Vendor Shares:

         (a)      to terminate the agreement; or

         (b)      to require the adoption of terms which are less  favourable to
                  ADE than the current terms.

9.5        No default

           To the best of the Vendors' knowledge, no party to any agreement with
           ADE is in  default  under  it or  would  be in  default,  but for the
           requirements of notice or lapse of time, or both.

9.6        No notices

           ADE has not  received any notice which might affect any rights of the
           Purchaser or the  exercise of any rights by the  Purchaser in respect
           of any agreement.

10.        SHAREHOLDINGS AND MEMBERSHIPS

10.1       Shareholdings

           ADE is not the holder or the beneficial  owner of any shares or other
           capital or securities convertible into shares or other capital in any
           other company.

10.2       Memberships

         ADE is not a member of any joint venture, partnership or unincorporated
         association.

11.        EMPLOYEES

11.1       Disclosure

           The following have been fully and accurately disclosed by the Vendors
           to the  Purchaser  and are  correctly  recorded  in ADE's  wages  and
           financial records in respect of each employee of ADE:

         (a)      duration of employment;

         (b)      terms and conditions of employment;

         (c)      wages, salary, benefits and entitlements of each employee; and
(d)      details   of  annual   holidays,   long   service   leave  and
                  superannuation in respect of each employee.

11.2       Records

         ADE maintains  adequate records as required by law relating to existing
         and former employees.

11.3       Liabilities

           To the  best  of the  Vendors'  knowledge,  ADE  has  no  present  or
           contingent  liability  to any former  employee  for any  entitlements
           arising out of the employment by ADE,  including for  compensation or
           damages for wrongful or unfair dismissal or for redundancy.

11.4       ADE's obligations

           ADE has complied with its financial  obligations to employees imposed
           under any agreement,  award,  legislation or otherwise.  ADE is not a
           party to any collective bargain, enterprise or similar agreement with
           any employers, labour unions or associations.

11.5       Remuneration

         ADE has not  materially  altered  the  remuneration  or  conditions  of
         employment of its employees since the Account Date.

11.6       Superannuation

           ADE contributes to a superannuation for the benefit of employees. The
           Vendors warrant that to the best of their knowledge and belief:

         (a)      the  superannuation  fund is a complying  superannuation  fund
                  within  the  Superannuation  Industry  (Supervision)  Act 1993
                  (Cth) and complies with other relevant legislation; and

         (b)      ADE has made all  contributions  to the fund it is required to
                  make to comply with any contractual  obligation with employees
                  or under an industrial  award or agreement,  and in accordance
                  with the  Superannuation  Guarantee  Scheme, in respect of all
                  employees, up to the Execution Date.

12.        COMPLIANCE WITH LEGISLATION

         (a)      To the best of ADE's and the  Vendor's  knowledge  and belief,
                  ADE  has  all  necessary   licences,   consents,   permission,
                  authorities  and permits  required to conduct the Business and
                  has paid all fees due in  relation to them and  complied  with
                  all conditions under them; and

         (b)      To the best of their knowledge and belief, the Vendors and ADE
                  do  not  know  of  any  factor  which  might   prejudice   the
                  continuance  or renewal of any licence,  consent,  permission,
                  authority or permit required under Warranty 12(a).
13.        LITIGATION

13.1       ADE not a party to any litigation

           ADE is not,  nor has it in the last 6 months  been a party or subject
           to   any   investigation,    prosecution,   litigation,   arbitration
           proceedings  or any other form of mediation or dispute  resolution in
           respect of the business, the assets of ADE or its employees.

13.2       No litigation pending or threatened

           To the best of the Vendors' knowledge, no investigation, prosecution,
           litigation,  proceeding  or any other  form of  mediation  or dispute
           resolution is pending or threatening.

13.3       No circumstances

           To the best of the Vendor's and ADE's knowledge and belief, there are
           no  circumstances  which  might  given  rise  to  any  investigation,
           prosecution, litigation, proceeding or any other form of mediation.

13.4       No writ of execution

           No writ of execution has been issued against ADE.

13.5       No receiver

           No receiver and manager of any part of the  undertaking  or assets of
           ADE has been appointed or is threatened to be appointed.

14.        SOLVENCY

14.1       No liquidation or winding up

           ADE has not gone into  liquidation or passed a winding-up  resolution
           nor received a notice to liquidate or be wound up.

14.2       No petition

           No petition or other  process for  winding-up  has been  presented or
           threatened  against ADE and there are not circumstances  justifying a
           petition or other process.

15.        RECORDS AND CONSTITUENT DOCUMENTS

15.1       Records

         All accounts, registers, books, ledgers and financial and other records
         of ADE:
(a)      are in all material respects up-to-date;

         (b)      have  in all  material  respects  been  fully  and  accurately
                  maintained;

         (c)      comply in all material respects with all legal requirements;

         (d)      to the best of the Vendors'  knowledge and belief,  are in the
                  possession or under the control of ADE; and

         (e)      will be delivered to the Purchaser on or before Settlement.

15.2       Constitution

         ADE has supplied  accurate and up-to-date copies of its constitution to
         the Purchaser.

15.3       Register of members

           ADE has not  received  any  notice  of any  application  or  intended
           application for the  rectification  of its register of members or any
           other register which it is required by law to maintain.

15.4       Australian Securities & Investments Commission

           ADE  has  lodged  with  the   Australian   Securities  &  Investments
           Commission all returns, particulars,  resolutions and documents which
           are  relevant  to  indicate  the  position  relating  to  ADE  at the
           Execution  Date and the  information  contained in those  returns and
           documents is accurate and complete.

16.        TAXES AND DUTIES

16.1       Tax paid

         Any Tax payable in respect of any  transaction,  income or asset of ADE
         has been paid up to 30 June 1999.

16.2       Provision in Accounts

           Adequate  provision  has been made in the Accounts for any Tax on ADE
           which the Vendor or ADE is aware is payable or may become payable but
           which is unpaid.

16.3       Withholding tax

           Any  obligation  under  any  applicable  tax law to  withhold  as Tax
           amounts  at source  including  but not  limited to  withholding  tax,
           prescribed payments system tax and royalties has been complied with.
16.4       Documents stamped

           Any  duty  payable  in  respect  of any  Tax law in  relation  to any
           transaction  or  agreement  to which ADE is or has been a party or by
           which ADE  derives,  or has  derived a  substantial  benefit has been
           paid.

16.5       Records

         ADE has  maintained,  in all  material  respects,  proper and  adequate
         records to enable it to comply with obligations to:

         (a)      prepare  and submit any  information,  notices,  computations,
                  returns and payments required in respect of any applicable Tax
                  law;

         (b)      prepare  any  accounts  necessary  for the  compliance  of any
                  applicable Tax law; and

         (c)      retain  necessary  records as required by any  applicable  Tax
                  law.

16.6       Returns submitted

           ADE has submitted any necessary  information,  notices,  computations
           and returns to the relevant  government  agency in respect of any Tax
           or duty relating to ADE.

16.7       Returns accurate

           To the best of the  Vendor's  knowledge  and belief  having  made due
           enquiry,  any information,  notice,  computation and return which has
           been submitted to a government agency in respect of any Tax or duty:

         (a)      discloses  all material  facts that should be disclosed  under
                  the relevant tax law;

         (b)      is not misleading; and

         (c)      has been submitted on time.

16.8       Copies accurate

           All  copies  of  any  information,   notice,  computation  or  return
           submitted  by ADE in  respect  of any Tax or  duty  which  have  been
           supplied by the Vendor to the  Purchaser or its advisers are true and
           complete copies of the originals.

16.9       Public officer

         The office of public  officer as required  under any applicable tax law
         has always been occupied.
16.10      No Tax audit

           ADE is not aware of any pending or threatened Tax or duty audit.

16.11      No disputes

         There are no undisclosed disputes with any government agency in respect
         of any Tax or duty.

16.12      Availability of future income tax benefits

           To the best of the  Vendor's  knowledge  and  belief,  no  event  has
           occurred  which has  prevented  or could  prevent ADE  obtaining  the
           benefit  of  any  future  income  tax  benefit  provided  for  in the
           accounts.

16.13      No tax arrangements

           ADE has not entered  into any  arrangement,  agreement  or Tax ruling
           with any relevant government agency under any applicable Tax law.

16.14      No third party liability

           ADE is not  liable  to pay,  reimburse  or  indemnify  any  person in
           respect of any Tax or duty relating to any act or omission  occurring
           before  Completion  because  of the  failure  of any other  person to
           discharge that Tax or duty.

16.15      Events since Accounts Date

         (a)      Since the Accounts Date, ADE has not:

                  (i)      made or  incurred or  committed  to make or incur any
                           payment  or  expenditure  which  will  not be  wholly
                           deductible  in computing  its taxable  income,  other
                           than expenditure on assets;

                  (ii)     disposed  of any asset or  supplied  any  service  or
                           business  facility  (including a loan of money or the
                           letting,  hiring or  licensing  of any  property)  in
                           circumstances   where  the   consideration   actually
                           received or receivable  for the disposal or supply is
                           less than the consideration  regarded as received for
                           Tax purposes;

                  (iii)    acquired   any  asset  or  received  any  service  or
                           business   facility   in   circumstances   where  the
                           consideration  actually paid for the  acquisition  or
                           receipt is more than the consideration which could be
                           regarded as paid for Tax purposes; and

                  (iv)     entered into or been a party to any transaction which
                           will or could give rise to any capital gain  accruing
                           to ADE under any applicable Tax law;
(b)      Since the Accounts  Date,  no event has  occurred  which gives
                  rise  to a Tax  liability  in  respect  of ADE on  deemed  (as
                  opposed to actual)  income,  profits or gains or which results
                  in ADE becoming liable to pay or bear a Tax liability directly
                  or primarily  chargeable  against or  attributable  to another
                  person.

16.16    Disclosure

         All information necessary for the calculation of any Tax liabilities of
         ADE:

         (a)      up to the Accounts  Date,  has been disclosed to the Purchaser
                  before the date of this Agreement; and

         (b)      between the Accounts Date and the Settlement  Date has been or
                  will be disclosed to the Purchaser before the Settlement Date.

17.      INSURANCE CLAIMS

17.1     Claims

         (a)      there  are  no  claims  outstanding,  pending,  threatened  or
                  capable  of  arising  against  ADE  (to the  knowledge  of the
                  Vendors) in respect of any  accident  or injury  which are not
                  covered by insurance;

         (b)      the  Vendors  are unaware of ADE's  insurance  policies  being
                  subject to unusual terms or  restrictions  or that the premium
                  is at a rate exceeding  normal rates charged by the particular
                  insurer for those types of policies and risks; and

         (c)      to the best of the  Vendors'  knowledge,  no act,  omission or
                  circumstance  has  occurred  which  would  render  any  of the
                  insurance policies void or voidable, or entitle the insurer to
                  cancel a policy or to refuse a claim.
SCHEDULE B

                              PURCHASER WARRANTIES

1.         AUTHORITY

           The Purchaser:

         (a)      is a public company  incorporated  in Nevada and listed on the
                  NASDAQ National Market System;

         (b)      has the power to own its assets and carry on its  business  as
                  it is now being conducted; and

         (c)      is not  registered and is not required to be registered in any
                  place other than its present place of incorporation.

2.         ACCURACY OF INFORMATION

           All information given by or on behalf of the Purchaser to the Vendors
           or their  advisers  in respect  of itself and the issue of  WaveRider
           Shares is accurate and complete  and not  misleading  in all material
           respects.

3.         CORPORATE POWER

           The  Purchaser  has  corporate  power and has obtained all  necessary
           approvals of  shareholders,  creditors and regulatory  authorities to
           enter into this Agreement and to do the things  contemplated  by this
           Agreement.

4.         waverider shares

         (a)      Listing Status

                  WaveRider  Shares  are listed on the  NASDAQ  National  Market
                  System  and the  Purchaser  has no basis  for  believing  that
                  WaveRider  Shares will not continue to be so listed  following
                  the Settlement Date.

         (b)      Fully Paid Up

                  The WaveRider  Shares  issued to the Vendors  pursuant to this
                  Agreement will be fully paid and will be  transferable  at the
                  election of the Vendors  subject to the Escrow  Agreement  and
                  registration  of such  WaveRider  Shares  with the  Securities
                  Exchange Commission of the United States of America.
--------------------------------------------------------------------------------

                                  SCHEDULE C

                            Securities and Guarantees

Properties                                               Guarantors                                   Outstanding Amounts Guaranteed
VIC
           MRK PTY LTD                                   William John Anderson                                              $127,875
           PO Box 225                                                                                      commitment as at 30/09/00
           CAULFIELD  VIC  3162                                                                              to the end of the lease

ACT
           AM CAPEZIO PTY LTD                            Wayne Anderson            William Anderson                           $5,400
           PO Box 28                                                                                       commitment as at 30/09/00
           MAWSON  ACT  2607                                                                                 to the end of the lease

Car Lease

NAB                      ADE02            471843119      Wayne Anderson            William Anderson        $22,775.95 until 25/10/00
                         ADE994           471843100      Wayne Anderson            William Anderson        $10,419.65 until 30/09/00
                         ADE010           466503662      Wayne Anderson            William Anderson        $20,774.36 until 12/10/00

GE                       YAX43Y           1137277        Wayne Anderson            William Anderson        $43,397.42 until 26/09/00
                         OQV445           1064734        Wayne Anderson            William Anderson         $9,176.17 until 01/10/00

Test Equipment           001-0089426-00V

Hewlet Packard Microwave Frequency Counter               Wayne Anderson            William Anderson     $8,026.35 remaining HP inst.

MERCEDES BENZ            ADE999           14847          Wayne Anderson            William Anderson        $81,716.37 until 01/10/00

Bank Finance

National Australia Bank

           Overdraft            150,000                  Guarantee & Indemnity for $357,036  given
                                                            by William  Anderson and Maureen Anderson
                                                            supported by
           Term Loan            200,000                  Registered Mortgage over property
           Credit Card           25,000                  37 Francis Crescent, Ferntree Gully
SCHEDULE D

                                    Employees

                             William (Bill) Anderson

                                 Wayne Anderson

                                    Ian Deas

                                 Richard Janczuk

                                   David Finn

                                   John Ebbott

                                   Larry Gray

                                  Ali Ghassani

                                 Himanshu Mishra

                                   Carey Rudd

                                  George Barton

                                   David Buck

                                   John Hewitt

                                    Ung Tran

                                  Angela Mardas

                                 Angela Langford

                                 Terry Kavanagh

                                 Handyo Rusliano

                                  Cameron Vance

                                  Robert Gater

                                 Adam Magnisalis

                                 Robert Domanski
SCHEDULE E

                                     Leases

Address of Premises                     Name and Address of Lessor

2 Dublin Street                         MRK Pty Ltd
EAST OAKLEIGH  VIC  3166                PO box 224
                                        CAULFIELD VIC 3162

Unit 1/10 Gladstone Road                Anderson Corporation
CASTLE HILL NSW 2154                    Unit 3, 15-16 Nichole Close

                                        BAYSWATER NORTH VIC 3153

Unit 37/2 Benson Street                 B&K Brenton Holding Pty Ltd
TOOWONG QLD 4066                        6 Spinkaker Drive

                                        Mt COOLUM QLD 4573

Unit 2/30 Lyell Street                  A M Capezio Pty Ltd
FYSHWICK ACT 2609                       PO Box 28
                                        MAWSON ACT 2607

Unit 18/123A Colin Steet                Ratko Klanjscek and Michael Walter
WEST PERTH WA 6005                      Klanjscek
                                        4 Glider Court
                                        AUSTRALIND WA 6233
SCHEDULE F

                              EMPLOYMENT AGREEMENT

                  THIS AGREEMENT made as of the 29th day of September, 2000

B E T W E E N:

                  ADE Network  Technology Pty Ltd, ACN 006 395 026 a corporation
                  incorporated  pursuant  to  the laws of the State of Victoria,
                  Australia

                  (herein called the "Corporation")
                                                               OF THE FIRST PART

                  And

                  WaveRider  Communications  Inc.,  a  corporation  incorporated
                  pursuant to the laws of Nevada,in the United States of America

                  (herein called "WaveRider")
                                                              OF THE SECOND PART

                  And

                  W. J. (Bill) Anderson, residing in the City of Ferntree Gully,
                  in the State of Victoria, Australia

                  (herein called the "the Executive")
                                                               OF THE THIRD PART

                  WHEREAS the Corporation is a wholly owned subsidiary of
                  WaveRider;

                  WHEREAS the Corporation desires to employ the Executive and to
enter into an agreement (the "Employment Agreement") embodying the terms of such
employment;

                  AND WHEREAS the Executive has accepted such employment  on the
                  basis of the terms and  conditions  set forth herein;

                  IN   CONSIDERATION   of  the  recitals  and  mutual  covenants
contained  herein and for other good and  valuable  consideration,  the  parties
agree as follows:

1.                EMPLOYMENT

                  The Corporation hereby employs the Executive and the Executive
hereby accepts  employment  with the Corporation for the term of this Employment
Agreement  set forth in  Section 2 below,  in a  position  and with the  duties,
responsibilities  and authority as the  Corporation may from time to time assign
to  him  including,  without  limitation,  those  duties,  responsibilities  and
authority  more  particularly  set forth in Section 3 below,  and upon all other
terms and conditions in this Employment Agreement set forth herein.
2.                TERM

                  This  agreement  shall be for an initial term of twelve months
for the date herein.  After the initial term, until  terminated,  this agreement
shall be deemed to be  automatically  renewed  from month to month  without  any
action required on behalf of any party.

3.                POSITION, RESPONSIBILITY

                  It is intended that the Executive  shall serve as the Managing
Director of the Corporation with  responsibility  for performing such duties for
the Corporation as the Executive shall  reasonably be directed to perform by the
President and Chief Executive Officer of WaveRider.

                  Throughout  the  term  of  this  Employment   Agreement,   the
Executive  shall devote his full business time and  undivided  attention  during
normal business hours to the business and affairs of the Corporation, except for
vacations and except for illness or  incapacity,  but,  subject to Section 9 and
subject to the approval of the board of directors of the Corporation, which will
not be  unreasonably  withheld,  nothing  in  this  Employment  Agreement  shall
preclude the Executive from devoting reasonable periods required for serving, as
appropriate,  on boards of directors  of other  corporations,  from  engaging in
charitable  and  public  service  activities,  and from  managing  his  personal
investments,  provided such  activities  do not  materially  interfere  with the
performance of his duties and  responsibilities  under this Employment Agreement
and do not  constitute  a conflict of interest  with  respect to his  employment
herein.

4.       SALARY, CASH AND STOCK COMPENSATION PLAN

         a)       For services rendered by the Executive during the term of this
                  Agreement,  the  Executive  shall be  entitled  to  receive an
                  annual remuneration  package of $300,000,  which shall be paid
                  as to the sum of  $18,333.33  (before  deductions)  per  month
                  commencing  as of the date hereof and a bonus in the amount of
                  $20,000  payable  quarterly,  such  bonus to be paid  upon the
                  achievement of certain performance  objectives mutually agreed
                  upon by the Executive  and the  President and Chief  Executive
                  Officer of WaveRider and ratified by the board of directors of
                  the WaveRider.

                  The Executive's  salary shall be reviewed  annually and may be
                  adjusted taking into account,  among other things,  individual
                  performance and general business conditions.
b)       The Executive  shall be eligible to participate in WaveRider's
                  Employee  Stock Option  (2000) Plan (the "Stock  Option Plan")
                  and any successor plans thereto established by the Corporation
                  for the general  benefit of  employees.  Pursuant to the Stock
                  Option  Plan,  the  Executive  shall be awarded  options  (the
                  "Stock  Options") to acquire  25,000  common  shares  ("Common
                  Shares")  in the  capital of the  Corporation  at an  exercise
                  price being the closing  price of the Common  Shares on NASDAQ
                  national  market  system  on the date of this  Agreement.  The
                  Stock  Options  will vest as to 33 1/3% per year from the date
                  of this Agreement.

         c)       The Executive shall be entitled to receive a commission  equal
                  to 40% of the  Corporation's  revenue in excess of  $9,750,000
                  and up to $12,500,000 for the 12 month period ending September
                  30,  2001.  Payment of the  commission  will be under the same
                  terms and on the same  basis as the  payment to be made to the
                  Vendors as part of the Share sale agreement and will be net of
                  ADE's  payroll tax,  work cover  component and any other taxes
                  related to the payment of such commission.

                  Notwithstanding  anything to the  contrary in this  agreement,
                  the commission  amount payable under this clause 4(c) shall be
                  due and payable even if the  Executive's  employment  with the
                  Company is terminated for any reason.

         d)       In addition to the  remuneration  specified  elsewhere in this
                  clause 4, to comply with the  superannuation  guarantee  levy,
                  superannuation   will  be  paid  by  the   Company   into  the
                  Executive's  nominated scheme or the scheme  maintained by the
                  Company at the then minimum prevailing contribution.

5.                PERQUISITES AND BUSINESS EXPENSES

                  The Executive will be reimbursed  for all reasonable  expenses
incurred  by him or her in  connection  with the  conduct  of the  Corporation's
business upon  presentation of sufficient  evidence that such  expenditures  are
authorized  expenditures  pursuant to policies adopted by the board of directors
of the Corporation from time to time.

                  The Corporation shall provide the Executive with an automobile
at its expense for the Executive's business and personal use, such automobile to
have a monthly lease expense not to exceed $1,800. The Corporation shall also be
responsible for insurance, gas, maintenance and repair expenses generated by the
use of the automobile on behalf of the Corporation

6.                BENEFIT PROGRAMS

                  The Executive  will be entitled to  participate in the benefit
programs  of the  Corporation  from time to time in  effect  under the terms and
conditions of such  programs,  including,  but not limited to, pension and other
retirement plans, group life insurance,  hospitalization  and surgical and major
medical coverages,  dental insurance,  sick leave, including salary continuation
arrangements,  vacations  and  holidays,  long-term  disability,  and such other
fringe  benefits as are or may be available from time to time to other employees
of the Corporation.
7.                VACATION

                  The Executive  shall be entitled to all usual public  holidays
and, in addition,  to twenty (_20_) days paid vacation,  during each year of the
Executive's  employment  hereunder.  Such  vacation  shall  be  utilized  by the
Executive at such time or times as do not materially  interfere with the ongoing
conduct of the Corporation's business and operations.

8.         TERMINATION OF EMPLOYMENT

a)                Death - In the event of the death of the Executive  during the
                  term of this Employment Agreement, the Executive's salary will
                  be paid to the Executive's designated beneficiary,  and in the
                  absence  of such  designation,  to the  estate or other  legal
                  representatives of the Executive, through the end of the month
                  in which death  occurs.  Rights and benefits of the  Executive
                  under  the  Executive   benefit  plans  and  programs  of  the
                  Corporation,  including life insurance,  will be determined in
                  accordance  with the terms and  conditions  of such  plans and
                  programs.

b)                Disability  -  The  Executive's   employment  shall  terminate
                  automatically  upon written notice from the Corporation in the
                  event of the  Executive's  absence or  inability to render the
                  services  required  hereunder  due  to  disability,   illness,
                  incapacity  or  otherwise  for an aggregate of one hundred and
                  eighty days during any 12 month period during the term. In the
                  event of any such absence or inability, the Executive shall be
                  entitled to receive the  compensation  provided for herein for
                  such period, and thereafter the Executive shall be entitled to
                  receive  compensation  in  accordance  with the  Corporation's
                  long-term   disability  plan,  if  any,   together  with  such
                  compensation,  if any,  as may be  determined  by the board of
                  directors of the Corporation.

c)                Termination by the  Corporation  for Cause - In the event of a
                  termination  for  cause,  there  will be no  continued  salary
                  payments by the  Corporation  to the  Executive and any rights
                  and  benefits of the  Executive  under the  Executive  benefit
                  plans and programs of the  Corporation  will be  determined in
                  accordance with the terms of such plans and programs.  For the
                  purposes  of  this  Section   8(c)  and  of  the   Executive's
                  employment with the Corporation, "cause" shall mean that:

                  i)       The  Executive  has  committed a felony or indictable
                           offence  or has  improperly  enriched  himself at the
                           expense of the  Corporation  or has  committed an act
                           evidencing  dishonesty or moral turpitude,  including
                           without limitation an act of theft;

                  ii)      The Executive,  in carrying out his duties hereunder,
                           (A) has been  wilfully or grossly  negligent,  or (B)
                           has committed wilful and gross misconduct or, (C) has
                           failed  to  comply  with  a  clear   instructions  or
                           directives   from  the  board  of  directors  of  the
                           Corporation  after having been  informed of a failure
                           to so comply;
iii)     The  Executive  has breached a material  term of this
                           Employment Agreement;

                  iv)      The  Executive  becomes  bankrupt  or in the  event a
                           receiving  order (or any  analogous  order  under any
                           applicable  law) is made against the  Executive or in
                           the event the Executive makes any general disposition
                           or assignment for the benefit of his creditors; or

                  v)       The  Executive  commits  any  other  act  giving  the
                           Corporation   cause  to  terminate  the   Executive's
                           employment,  including,  but not  limited  to chronic
                           alcoholism or drug addiction, material malfeasance or
                           non-feasance  with respect to the Executive's  duties
                           hereunder.

                  Prior to any termination of the Executive for cause due to any
occurrence described in subparagraphs  8(c)(ii),  (iii), (iv) and (v) above, the
Corporation  shall  notify the  Executive in writing of the  particulars  of the
occurrence upon which termination would be based and shall in such notice advise
the Executive as to whether,  in the Corporation's sole discretion,  the default
of the  Executive  occasioned  by such  occurrence  is capable of being cured or
rectified in full without loss or damage to the  Corporation,  in which case the
Corporation shall afford the Executive a reasonable period of not less than five
business  days in which to cure or  rectify  such  default.  In such  event  and
provided the Executive  cures or rectifies  such default in full without loss or
damage to the Corporation, the Executive's employment shall not be terminated on
the basis of such occurrence.

d)                Resignation or Termination by the Corporation  without Cause -
                  Either party may terminate  this  agreement upon three month's
                  written notice to the other.

                  In the event of resignation by the Executive, there will be no
continued salary payments by the Corporation to the Executive after the last day
actually worked and any rights and benefits of the Executive under the Executive
benefit plans and programs of the  Corporation  will be determined in accordance
with the terms of such plans and programs.

9.         NON-COMPETITION

                  The Executive agrees that during the period of the Executive's
employment  with the  Corporation  and for any period of continued  compensation
(with the exception of any commission  override  payable under Section 4 iii) to
the Executive by the  Corporation,  as outlined in Section  8(d),  the Executive
shall not engage in or  participate  in any  business  activity  that  competes,
directly or indirectly, in the North American market, with the businesses of the
Corporation, or its subsidiaries or affiliates.
For the  purposes of this  Section 9, the  Executive  shall be
deemed  to  "compete,   directly  or  indirectly,   with  the  business  of  the
Corporation,  or its  subsidiaries or affiliates" if the Executive is or becomes
engaged,  otherwise  than at the  request  of the  Corporation,  as an  officer,
director or the  Executive  of, or is or becomes  associated  in a management or
ownership,  consultant or agent,  capacity with any corporation,  partnership or
other  enterprise  or  venture  whose  business  includes  the  distribution  of
competing  products (other than as the beneficial owner or registered  holder of
not more than 5% of a company's  issued and  outstanding  shares of the relevant
class in the capital stock of any such company  listed on any  recognized  stock
exchange).

                  It is the desire and intent of the parties that the provisions
of this Section 9 shall be enforceable to the fullest extent  permissible  under
the laws and public policies applied in each  jurisdiction in which  enforcement
is  sought.  Accordingly,  if  any  particular  portion  of  this  Section  9 is
adjudicated unenforceable in any jurisdiction such adjudication shall apply only
in that particular jurisdiction in which such adjudication is made.

10.        NON-SOLICITATION

                  The Executive  agrees that for a period of one year  following
the  termination of the  Executive's  employment  with the  Corporation  for any
reason  whatsoever,  the  Executive  will  not,  whether  as  principal,  agent,
employee, employer, director, officer, shareholder or in any other individual or
representative capacity, solicit or induce employees, consultants,  suppliers or
customers of the  Corporation,  either  directly or  indirectly,  to leave their
employment or engagement  with the Corporation or otherwise sever or alter their
association with the Corporation or its respective subsidiaries or affiliates.

11.        CONFIDENTIAL INFORMATION

                  All confidential records,  material and information and copies
thereof and any and all trade secrets  concerning the business or affairs of the
Corporation or any of its affiliates obtained by the Executive in the course and
by the reason of his  employment  shall  remain the  exclusive  property  of the
Corporation.  During the Executive's  employment or at any time thereafter,  the
Executive shall not divulge the contents of such confidential  records or any of
such confidential information or trade secrets to any person or persons, and the
Executive shall not, following the termination of his employment hereunder,  for
any reason use the contents of such confidential  records or other  confidential
information or trade secrets for any purpose whatsoever.

12.        ASSIGNMENT OF INTELLECTUAL PROPERTY RIGHTS

                  During the term of this agreement the Executive shall disclose
promptly to the Corporation in writing:
a)       All inventions, developments and discoveries; and,

         b)       All writings or other artistic or creative visual  expressions
                  or integrated circuit layouts or topographies;

that can be protected by patent,  copyright,  mask work or trademark laws, which
during the period of the Executive's engagement by the Corporation the Executive
has or may make,  conceive  or  contribute  to,  either  solely or jointly  with
others, that:

         i)       relate  to  matters  which  the   Executive's   work  for  the
                  Corporation may be concerned; or,

         ii)      relate to or are  connected  with the business,  products,  or
                  projects of the Corporation; or,

         iii)     involve  the use of the  Corporation's  inventions,  concepts,
                  trade secrets, time, material or facilities.

                  The  Executive  hereby  assigns  and  agrees  to assign to the
Corporation  and its  nominees  all  rights  to such  inventions,  developments,
discoveries,  writings  or other  artistic  or creative  visual  expressions  or
integrated  circuit layouts or topographies  discovered or developed  during the
Executive's engagement with the Corporation, and any copyrights, patents or mask
work rights therein and any applications therefor.

                  At all times during and after the  Executive's  engagement  by
the Corporation,  and at no expense to the Executive, but without entitlement to
further  compensation beyond the payment of the Executive's usual hourly,  daily
or other rate for time  reasonably  spent,  upon  request,  the  Executive  will
execute and deliver such assignments,  declarations, and other documents, and to
perform such other acts,  (including appearance as a witness in any contest), as
may be requested by the Corporation to obtain or uphold,  for the benefit of the
Corporation, patents in any and all countries, for inventions,  developments and
discoveries within the categories  defined above. Such inventions,  developments
and  discoveries,  and  any  writings  or  other  artistic  or  creative  visual
expressions  and integrated  circuit  layouts and  topographies,  as well as any
copyrights or mask work rights therein, are to be and remain the property of the
Corporation or its nominees.

                  The Executive  represents  that the Executive has no agreement
with or obligation to any third party that conflicts with this Section 12.

13.        WITHHOLDING

                  Anything  to  the  contrary   notwithstanding,   all  payments
required to be made by the Corporation  hereunder to the Executive or his estate
or  beneficiaries,  shall be subject to the withholding of such amounts relating
to taxes as the Corporation may reasonably  determine,  after  consultation with
the Executive,  it should withhold pursuant to any applicable law or regulation.
In lieu of withholding  such amounts,  in whole or in part, the Corporation may,
in its sole  discretion,  accept  other  provisions  for  payment  of taxes  and
withholdings as required by law,  provided the Corporation is satisfied that all
requirements  of law affecting the  Corporation's  responsibilities  to withhold
have been complied with.
14.        ENTIRE AGREEMENT

                  This  Employment   Agreement  contains  the  entire  agreement
between the parties  hereto with respect to matters  herein and  supersedes  all
prior agreements and understandings, oral or written, between the parties hereto
relating to such matters.

15.        ASSIGNMENT

                  Except as herein expressly provided, the respective rights and
obligations of the Executive and the Corporation under this Employment Agreement
shall not be assignable by either party without the written consent of the other
party and shall enure to the benefit of and be binding  upon the  Executive  and
the  Corporation and their permitted  successors or assigns,  including,  in the
case of the  Corporation,  any  other  corporation  or  entity  with  which  the
Corporation  may be merged  or  otherwise  combined  or which  may  acquire  the
Corporation or its assets in whole or in substantial  part,  and, in the case of
the  Executive,  his  estate  or other  legal  representatives.  Nothing  herein
expressed  or implied is intended to confer on any person other than the parties
hereto any rights,  remedies,  obligations or liabilities  under or by reason of
this Employment Agreement.

16.        APPLICABLE LAW

                  This  Employment  Agreement  shall be deemed a contract under,
and for all purposes shall be governed by and construed in accordance  with, the
laws of the State of  Victoria  without  regard to the  conflicts  of laws rules
thereof.  The Corporation and the Executive hereby each irrevocably  consent and
attorn to the  jurisdiction  of the courts of the State of Victoria with respect
to any  dispute  or  proceeding  arising  in  connection  with  this  Employment
Agreement.

17.        AMENDMENT OR MODIFICATION: WAIVER

                  No provision of this  Employment  Agreement  may be amended or
waived  unless  such  amendment  or  waiver  is  authorized  by the  Corporation
(including any authorized officer or committee of the board of directors) and is
in  writing  signed by the  Executive  and by a duly  authorized  officer of the
Corporation.  Except  as  otherwise  specifically  provided  in this  Employment
Agreement,  no waiver by either party hereto of any breach by the other party of
any condition or provision of this Employment  Agreement to be performed by such
other  party  shall be  deemed a  waiver  of a  similar  or  dissimilar  breach,
condition or provision at the same time or at any prior or subsequent time.

18.        RESIGNATIONS

                  The Executive  hereby agrees that,  upon  termination  of this
employment for any reason  whatsoever,  the Executive shall thereupon be deemed,
upon the request of the Corporation,  to have immediately  resigned any position
the  Executive  may  have as an  officer  and/or  director  of the  Corporation,
together with any other office, position or directorship which the Executive may
hold  with  any  of  the  Corporation's  subsidiaries  or  related  entities  in
connection  with or arising  from the  performance  of the  Executive  duties of
employment under this Employment Agreement.  In such event, the Executive shall,
at the  reasonable  request of the  Corporation,  forthwith  execute any and all
documents  appropriate to evidence such  resignations  which are consistent with
the terms of this Employment Agreement.
19.        PROVISIONS SURVIVING TERMINATION

                  It is expressly agreed that notwithstanding termination of the
Executive's employment with and by the Corporation for any reason or cause or in
any circumstances whatsoever, such termination shall be without prejudice to the
rights and obligations of the Executive and the  Corporation,  respectively,  in
relation or arising up to the time up to and including the date of  termination;
and the provisions of Sections 4(c),  8(d), 9, 10, 11, 12, 13, 17, 18, 19 and 20
of this  Employment  Agreement,  all of which shall  remain and continue in full
force and effect unless and until the board of directors of the  Corporation  at
its absolute  discretion  resolves  otherwise  and so notifies the  Executive in
writing.

20.        THE WORKPLACE RELATIONS ACT 1996 (CTH)

                  If any  clause  contained  in  this  Employment  Agreement  is
inconsistent  with any provision of the Workplace  Relations Act 1996 (Cth) (the
"WRA"),  the WRA will be deemed to apply to the extent that the clause contained
in this Employment Agreement is inconsistent with the WRA.

                  For the avoidance of doubt, this clause 20 is inserted in this
Employment Agreement to ensure that the Corporation complies with section 505 of
the WRA.

21.        SEVERABILITY

                  In the event that any provision or portion of this  Employment
Agreement shall be determined to be invalid or unenforceable for any reason, the
remaining  provisions  and  portions  of  this  Employment  Agreement  shall  be
unaffected  thereby  and shall  remain in full force and  effect to the  fullest
extent permitted by law.

22.        COUNTERPARTS

This Employment  Agreement may be executed in counterparts,  each of which shall
be an original,  but all of which  together  shall  constitute  one and the same
instrument.
23.        REFERENCES

In the  event  of the  Executive's  death  or a  judicial  determination  of his
incompetency,  reference in this Employment  Agreement to the Executive shall be
deemed, where appropriate, to refer to his beneficiary or beneficiaries.

24.        CAPTIONS

Captions to the Sections of this Employment Agreement are solely for convenience
and no  provision  of this  Agreement  is to be  construed  by  reference to the
captions of that Section.

25.        CURRENCY

Unless otherwise  specified herein,  all dollar amounts referred to herein shall
mean Australian dollars.

                  IN WITNESS WHEREOF this Employment Agreement has been executed
by a duly authorized officer of the Corporation,  WaveRider and the Executive as
of the day first above written.

                                    ADE NETWORK TECHNOLOGY PTY LTD

                                    By:  _______________________________________

                                   WAVERIDER COMMUNICATIONS INC.

                                   By: _______________________________________
                                       D. BRUCE SINCLAIR
                                       President and Chief Executive Officer

SIGNED, SEALED and                          )
DELIVERED in the presence of:               )
                                            )
                                            )
                                            )
Witness                                            W. J. (Bill) Anderson
SCHEDULE G

                              EMPLOYMENT AGREEMENT

                  THIS AGREEMENT made as of the 1st day of October, 2000

B E T W E E N:

         ADE  Network  Technology  Pty  Ltd,  ACN  006  395  026  a  corporation
         incorporated pursuant to the laws of the State of Victoria, Australia

         (herein called the "Corporation")

                                                               OF THE FIRST PART

         And

         WaveRider  Communications Inc., a corporation  incorporated pursuant to
         the laws of Nevada, in the United States of America

         (herein called "WaveRider")

                                                              OF THE SECOND PART

         And

         Wayne  Anderson,  residing  in the City of  Rowville,  in the  State of
         Victoria, Australia

         (herein called the "the Executive")

                                                               OF THE THIRD PART

         WHEREAS the Corporation is a wholly owned subsidiary of WaveRider;

                  WHEREAS the Corporation desires to employ the Executive and to
enter into an agreement (the "Employment Agreement") embodying the terms of such
employment;

                  AND WHEREAS the  Executive  has accepted such  employment  on
the basis of the terms and  conditions  set forth herein;

                  IN   CONSIDERATION   of  the  recitals  and  mutual  covenants
contained  herein and for other good and  valuable  consideration,  the  parties
agree as follows:

1.                EMPLOYMENT

                  The Corporation hereby employs the Executive and the Executive
hereby accepts  employment  with the Corporation for the term of this Employment
Agreement  set forth in  Section 2 below,  in a  position  and with the  duties,
responsibilities  and authority as the  Corporation may from time to time assign
to  him  including,  without  limitation,  those  duties,  responsibilities  and
authority  more  particularly  set forth in Section 3 below,  and upon all other
terms and conditions in this Employment Agreement set forth herein.
2.         TERM

                  This  agreement  shall be for an initial term of twelve months
for the date herein.  After the initial term, until  terminated,  this agreement
shall be deemed to be  automatically  renewed  from month to month  without  any
action required on behalf of any party.

3.         POSITION, RESPONSIBILITY

                  It is intended that the Executive  shall serve as the National
Sales Director of the Corporation with responsibility for performing such duties
for the Corporation as the Executive shall  reasonably be directed to perform by
the President and Chief Executive Officer of WaveRider.

                  Throughout  the  term  of  this  Employment   Agreement,   the
Executive  shall devote his full business time and  undivided  attention  during
normal business hours to the business and affairs of the Corporation, except for
vacations and except for illness or  incapacity,  but,  subject to Section 9 and
subject to the approval of the board of directors of the Corporation, which will
not be  unreasonably  withheld,  nothing  in  this  Employment  Agreement  shall
preclude the Executive from devoting reasonable periods required for serving, as
appropriate,  on boards of directors  of other  corporations,  from  engaging in
charitable  and  public  service  activities,  and from  managing  his  personal
investments,  provided such  activities  do not  materially  interfere  with the
performance of his duties and  responsibilities  under this Employment Agreement
and do not  constitute  a conflict of interest  with  respect to his  employment
herein.

4.         SALARY, CASH AND STOCK COMPENSATION PLAN

                  For services rendered by the Executive during the term of this
Agreement,  the Executive  shall be entitled to receive a  compensation  package
consisting  of: (i) an annual  salary;  (ii) a commission  package;  and, (iv) a
stock option award.

                  The  Executive's   salary  and  commission  package  shall  be
reviewed at a minimum  annually and may be adjusted to take into account,  among
other things, individual performance and general business conditions.

         i)       The Executive's  annual salary shall be $160,000,  which shall
                  be paid as to the sum of $13,333.33  (before  deductions)  per
                  month.

         ii)      The Executive  shall receive a commission  package  calculated
                  based on 1% of the  Corporation's  sales within the territory,
                  payable quarterly.  The commission calculation will be subject
                  to a performance multiplier,  of at least a factor of 1, based
                  on  achievement  of certain  performance  objectives  mutually
                  agreed upon by the  Executive  and the  President of WaveRider
                  and ratified by the board of directors of WaveRider.
iii)     In addition to the  remuneration  specified  elsewhere in this
                  clause 4, to comply with the  superannuation  guarantee  levy,
                  superannuation   will  be  paid  by  the   Company   into  the
                  Executive's  nominated scheme or the scheme  maintained by the
                  Company at the then minimum prevailing contribution.

                  The  Executive's   salary  and  commission  package  shall  be
reviewed  annually and may be adjusted taking into account,  among other things,
individual  performance  and  general  business  conditions.  In  addition,  the
Executive shall be eligible to participate in WaveRider's  Employee Stock Option
(2000)  Plan  (the  "Stock  Option  Plan")  and  any  successor   plans  thereto
established by the Corporation for the general benefit of employees. Pursuant to
the Stock  Option  Plan,  the  Executive  shall be awarded  options  (the "Stock
Options") to acquire  25,000 common shares  ("Common  Shares") in the capital of
the  Corporation  at an exercise  price  being the  closing  price of the Common
Shares on NASDAQ national market system on the date of this Agreement. The Stock
Options will vest as to 33 1/3% per year from the date of this Agreement.

5.         PERQUISITES AND BUSINESS EXPENSES

                  The Executive will be reimbursed  for all reasonable  expenses
incurred  by him or her in  connection  with the  conduct  of the  Corporation's
business upon  presentation of sufficient  evidence that such  expenditures  are
authorized  expenditures  pursuant to policies adopted by the board of directors
of the Corporation from time to time.

                  The  Corporation  shall pay monthly,  all  automobile  related
expenses for the  Executive's  business and personal  use, the  automobile is to
have a monthly lease expense not to exceed $1,200. The Corporation shall also be
responsible for insurance, gas, maintenance and repair expenses generated by the
use of the automobile on behalf of the Corporation

6.         BENEFIT PROGRAMS

                  The Executive  will be entitled to  participate in the benefit
programs  of the  Corporation  from time to time in  effect  under the terms and
conditions of such  programs,  including,  but not limited to, pension and other
retirement plans, group life insurance,  hospitalization  and surgical and major
medical coverages,  dental insurance,  sick leave, including salary continuation
arrangements,  vacations  and  holidays,  long-term  disability,  and such other
fringe  benefits as are or may be available from time to time to other employees
of the Corporation.

7.         VACATION

                  The Executive  shall be entitled to all usual public  holidays
and, in addition, to twenty (_20__) days paid vacation,  during each year of the
Executive's  employment  hereunder.  Such  vacation  shall  be  utilized  by the
Executive at such time or times as do not materially  interfere with the ongoing
conduct of the Corporation's business and operations.
8.         TERMINATION OF EMPLOYMENT

         a)       Death - In the event of the death of the Executive  during the
                  term of this Employment Agreement, the Executive's salary will
                  be paid to the Executive's designated beneficiary,  and in the
                  absence  of such  designation,  to the  estate or other  legal
                  representatives of the Executive, through the end of the month
                  in which death  occurs.  Rights and benefits of the  Executive
                  under  the  Executive   benefit  plans  and  programs  of  the
                  Corporation,  including life insurance,  will be determined in
                  accordance  with the terms and  conditions  of such  plans and
                  programs.

         b)       Disability  -  The  Executive's   employment  shall  terminate
                  automatically  upon written notice from the Corporation in the
                  event of the  Executive's  absence or  inability to render the
                  services  required  hereunder  due  to  disability,   illness,
                  incapacity  or  otherwise  for an aggregate of one hundred and
                  eighty days during any 12 month period during the term. In the
                  event of any such absence or inability, the Executive shall be
                  entitled to receive the  compensation  provided for herein for
                  such period, and thereafter the Executive shall be entitled to
                  receive  compensation  in  accordance  with the  Corporation's
                  long-term   disability  plan,  if  any,   together  with  such
                  compensation,  if any,  as may be  determined  by the board of
                  directors of the Corporation.

         c)       Termination by the  Corporation  for Cause - In the event of a
                  termination  for  cause,  there  will be no  continued  salary
                  payments by the  Corporation  to the  Executive and any rights
                  and  benefits of the  Executive  under the  Executive  benefit
                  plans and programs of the  Corporation  will be  determined in
                  accordance with the terms of such plans and programs.  For the
                  purposes  of  this  Section   8(c)  and  of  the   Executive's
                  employment with the Corporation, "cause" shall mean that:

                  The Executive has committed a felony or indictable  offence or
has  improperly  enriched  himself  at the  expense  of the  Corporation  or has
committed an act evidencing  dishonesty or moral  turpitude,  including  without
limitation an act of theft;

         d)       The Executive,  in carrying out his duties hereunder,  (A) has
                  been  wilfully  or  grossly  negligent,  or (B) has  committed
                  wilful and gross  misconduct or, (C) has failed to comply with
                  a clear instructions or directives from the board of directors
                  of the Corporation  after having been informed of a failure to
                  so comply;

         e)       The Executive has breached a material term of this  Employment
                  Agreement;

         f)       The  Executive  becomes  bankrupt  or in the event a receiving
                  order (or any  analogous  order under any  applicable  law) is
                  made against the Executive or in the event the Executive makes
                  any general  disposition  or assignment for the benefit of his
                  creditors; or
g)       The  Executive  commits  any other act giving the  Corporation
                  cause to terminate the Executive's employment,  including, but
                  not limited to chronic alcoholism or drug addiction,  material
                  malfeasance or  non-feasance  with respect to the  Executive's
                  duties hereunder.

                  Prior to any termination of the Executive for cause due to any
occurrence described in subparagraphs  8(c)(ii),  (iii), (iv) and (v) above, the
Corporation  shall  notify the  Executive in writing of the  particulars  of the
occurrence upon which termination would be based and shall in such notice advise
the Executive as to whether,  in the Corporation's sole discretion,  the default
of the  Executive  occasioned  by such  occurrence  is capable of being cured or
rectified in full without loss or damage to the  Corporation,  in which case the
Corporation shall afford the Executive a reasonable period of not less than five
business  days in which to cure or  rectify  such  default.  In such  event  and
provided the Executive  cures or rectifies  such default in full without loss or
damage to the Corporation, the Executive's employment shall not be terminated on
the basis of such occurrence.

         h)       Resignation or Termination by the Corporation  without Cause -
                  Either party may terminate  this  agreement upon three month's
                  written notice to the other.

                  In the event of resignation by the Executive, there will be no
continued salary payments by the Corporation to the Executive after the last day
actually worked and any rights and benefits of the Executive under the Executive
benefit plans and programs of the  Corporation  will be determined in accordance
with the terms of such plans and programs.

9.                NON-COMPETITION

                  The Executive agrees that during the period of the Executive's
employment  with the  Corporation  and for any period of continued  compensation
(with the exception of any commission  override  payable under Section 4 iii) to
the Executive by the  Corporation,  as outlined in Section  8(d),  the Executive
shall not engage in or  participate  in any  business  activity  that  competes,
directly or indirectly, in the North American market, with the businesses of the
Corporation, or its subsidiaries or affiliates.

                  For the  purposes of this  Section 9, the  Executive  shall be
deemed  to  "compete,   directly  or  indirectly,   with  the  business  of  the
Corporation,  or its  subsidiaries or affiliates" if the Executive is or becomes
engaged,  otherwise  than at the  request  of the  Corporation,  as an  officer,
director or the  Executive  of, or is or becomes  associated  in a management or
ownership,  consultant or agent,  capacity with any corporation,  partnership or
other  enterprise  or  venture  whose  business  includes  the  distribution  of
competing  products (other than as the beneficial owner or registered  holder of
not more than 5% of a company's  issued and  outstanding  shares of the relevant
class in the capital stock of any such company  listed on any  recognized  stock
exchange).
It is the desire and intent of the parties that the provisions
of this Section 9 shall be enforceable to the fullest extent  permissible  under
the laws and public policies applied in each  jurisdiction in which  enforcement
is  sought.  Accordingly,  if  any  particular  portion  of  this  Section  9 is
adjudicated unenforceable in any jurisdiction such adjudication shall apply only
in that particular jurisdiction in which such adjudication is made.

10.               NON-SOLICITATION

                  The Executive  agrees that for a period of one year  following
the  termination of the  Executive's  employment  with the  Corporation  for any
reason  whatsoever,  the  Executive  will  not,  whether  as  principal,  agent,
employee, employer, director, officer, shareholder or in any other individual or
representative capacity, solicit or induce employees, consultants,  suppliers or
customers of the  Corporation,  either  directly or  indirectly,  to leave their
employment or engagement  with the Corporation or otherwise sever or alter their
association with the Corporation or its respective subsidiaries or affiliates.

11.               CONFIDENTIAL INFORMATION

                  All confidential records,  material and information and copies
thereof and any and all trade secrets  concerning the business or affairs of the
Corporation or any of its affiliates obtained by the Executive in the course and
by the reason of his  employment  shall  remain the  exclusive  property  of the
Corporation.  During the Executive's  employment or at any time thereafter,  the
Executive shall not divulge the contents of such confidential  records or any of
such confidential information or trade secrets to any person or persons, and the
Executive shall not, following the termination of his employment hereunder,  for
any reason use the contents of such confidential  records or other  confidential
information or trade secrets for any purpose whatsoever.

12.               ASSIGNMENT OF INTELLECTUAL PROPERTY RIGHTS

                  During the term of this agreement the Executive shall disclose
promptly to the Corporation in writing:

         a)       All inventions, developments and discoveries; and,

         b)       All writings or other artistic or creative visual  expressions
                  or integrated circuit layouts or topographies;

         that can be  protected  by patent,  copyright,  mask work or  trademark
         laws,  which  during the period of the  Executive's  engagement  by the
         Corporation  the Executive has or may make,  conceive or contribute to,
         either solely or jointly with others, that:

         c)       relate  to  matters  which  the   Executive's   work  for  the
                  Corporation may be concerned; or,

         d)       relate to or are  connected  with the business,  products,  or
                  projects of the Corporation; or,
e)       involve  the use of the  Corporation's  inventions,  concepts,
                  trade secrets, time, material or facilities.

                  The  Executive  hereby  assigns  and  agrees  to assign to the
Corporation  and its  nominees  all  rights  to such  inventions,  developments,
discoveries,  writings  or other  artistic  or creative  visual  expressions  or
integrated  circuit layouts or topographies  discovered or developed  during the
Executive's engagement with the Corporation, and any copyrights, patents or mask
work rights therein and any applications therefor.

                  At all times during and after the  Executive's  engagement  by
the Corporation,  and at no expense to the Executive, but without entitlement to
further  compensation beyond the payment of the Executive's usual hourly,  daily
or other rate for time  reasonably  spent,  upon  request,  the  Executive  will
execute and deliver such assignments,  declarations, and other documents, and to
perform such other acts,  (including appearance as a witness in any contest), as
may be requested by the Corporation to obtain or uphold,  for the benefit of the
Corporation, patents in any and all countries, for inventions,  developments and
discoveries within the categories  defined above. Such inventions,  developments
and  discoveries,  and  any  writings  or  other  artistic  or  creative  visual
expressions  and integrated  circuit  layouts and  topographies,  as well as any
copyrights or mask work rights therein, are to be and remain the property of the
Corporation or its nominees.

                  The Executive  represents  that the Executive has no agreement
with or obligation to any third party that conflicts with this Section 12.

13.               WITHHOLDING

                  Anything  to  the  contrary   notwithstanding,   all  payments
required to be made by the Corporation  hereunder to the Executive or his estate
or  beneficiaries,  shall be subject to the withholding of such amounts relating
to taxes as the Corporation may reasonably  determine,  after  consultation with
the Executive,  it should withhold pursuant to any applicable law or regulation.
In lieu of withholding  such amounts,  in whole or in part, the Corporation may,
in its sole  discretion,  accept  other  provisions  for  payment  of taxes  and
withholdings as required by law,  provided the Corporation is satisfied that all
requirements  of law affecting the  Corporation's  responsibilities  to withhold
have been complied with.

14.               ENTIRE AGREEMENT

                  This  Employment   Agreement  contains  the  entire  agreement
between the parties  hereto with respect to matters  herein and  supersedes  all
prior agreements and understandings, oral or written, between the parties hereto
relating to such matters.

15.               ASSIGNMENT

                  Except as herein expressly provided, the respective rights and
obligations of the Executive and the Corporation under this Employment Agreement
shall not be assignable by either party without the written consent of the other
party and shall enure to the benefit of and be binding  upon the  Executive  and
the  Corporation and their permitted  successors or assigns,  including,  in the
case of the  Corporation,  any  other  corporation  or  entity  with  which  the
Corporation  may be merged  or  otherwise  combined  or which  may  acquire  the
Corporation or its assets in whole or in substantial  part,  and, in the case of
the  Executive,  his  estate  or other  legal  representatives.  Nothing  herein
expressed  or implied is intended to confer on any person other than the parties
hereto any rights,  remedies,  obligations or liabilities  under or by reason of
this Employment Agreement.
16.               APPLICABLE LAW

                  This  Employment  Agreement  shall be deemed a contract under,
and for all purposes shall be governed by and construed in accordance  with, the
laws of the State of  Victoria  without  regard to the  conflicts  of laws rules
thereof.  The Corporation and the Executive hereby each irrevocably  consent and
attorn to the  jurisdiction  of the courts of the State of Victoria with respect
to any  dispute  or  proceeding  arising  in  connection  with  this  Employment
Agreement.

17.               AMENDMENT OR MODIFICATION: WAIVER

                  No provision of this  Employment  Agreement  may be amended or
waived  unless  such  amendment  or  waiver  is  authorized  by the  Corporation
(including any authorized officer or committee of the board of directors) and is
in  writing  signed by the  Executive  and by a duly  authorized  officer of the
Corporation.  Except  as  otherwise  specifically  provided  in this  Employment
Agreement,  no waiver by either party hereto of any breach by the other party of
any condition or provision of this Employment  Agreement to be performed by such
other  party  shall be  deemed a  waiver  of a  similar  or  dissimilar  breach,
condition or provision at the same time or at any prior or subsequent time.

18.               RESIGNATIONS

                  The Executive  hereby agrees that,  upon  termination  of this
employment for any reason  whatsoever,  the Executive shall thereupon be deemed,
upon the request of the Corporation,  to have immediately  resigned any position
the  Executive  may  have as an  officer  and/or  director  of the  Corporation,
together with any other office, position or directorship which the Executive may
hold  with  any  of  the  Corporation's  subsidiaries  or  related  entities  in
connection  with or arising  from the  performance  of the  Executive  duties of
employment under this Employment Agreement.  In such event, the Executive shall,
at the  reasonable  request of the  Corporation,  forthwith  execute any and all
documents  appropriate to evidence such  resignations  which are consistent with
the terms of this Employment Agreement.

19.               PROVISIONS SURVIVING TERMINATION

                  It is expressly agreed that notwithstanding termination of the
Executive's employment with and by the Corporation for any reason or cause or in
any circumstances whatsoever, such termination shall be without prejudice to the
rights and obligations of the Executive and the  Corporation,  respectively,  in
relation or arising up to the time up to and including the date of  termination;
and the  provisions  of Sections  8(d),  9, 10, 11, 12, 13, 17, 18, 19 and 20 of
this Employment Agreement,  all of which shall remain and continue in full force
and effect  unless and until the board of  directors of the  Corporation  at its
absolute discretion resolves otherwise and so notifies the Executive in writing.
20.               THE WORKPLACE RELATIONS ACT 1996 (CTH)

                  If any  clause  contained  in  this  Employment  Agreement  is
inconsistent  with any provision of the Workplace  Relations Act 1996 (Cth) (the
"WRA"),  the WRA will be deemed to apply to the extent that the clause contained
in this Employment Agreement is inconsistent with the WRA.

                  For the avoidance of doubt, this clause 20 is inserted in this
Employment Agreement to ensure that the Corporation complies with section 505 of
the WRA.

21.               SEVERABILITY

                  In the event that any provision or portion of this  Employment
Agreement shall be determined to be invalid or unenforceable for any reason, the
remaining  provisions  and  portions  of  this  Employment  Agreement  shall  be
unaffected  thereby  and shall  remain in full force and  effect to the  fullest
extent permitted by law.

22.               COUNTERPARTS

                  This  Employment  Agreement  may be executed in  counterparts,
each of which shall be an original,  but all of which together shall  constitute
one and the same instrument.

23.               REFERENCES

                  In  the  event  of  the   Executive's   death  or  a  judicial
determination of his incompetency, reference in this Employment Agreement to the
Executive  shall be deemed,  where  appropriate,  to refer to his beneficiary or
beneficiaries.

24.               CAPTIONS

                  Captions to the  Sections  of this  Employment  Agreement  are
solely for  convenience and no provision of this Agreement is to be construed by
reference to the captions of that Section.

25.               CURRENCY

                  Unless otherwise specified herein, all dollar amounts referred
to herein shall mean Australian dollars.
IN WITNESS WHEREOF this Employment Agreement has been executed
by a duly authorized officer of the Corporation,  WaveRider and the Executive as
of the day first above written.

                                               ADE NETWORK TECHNOLOGY PTY LTD

                                               By:  ____________________________

                                               WAVERIDER COMMUNICATIONS INC.

                                               By: ____________________________
                                                   D. BRUCE SINCLAIR
                                                   President and Chief Executive
                                                   Officer

SIGNED, SEALED and                          )
DELIVERED in the presence of:               )
                                            )
                                            )
                                            )
                                            )
                                            )
Witness                                            Wayne Anderson
--------------------------------------------------------------------------------

                                                                    EXHIBIT 10.2

                      SHARE SALE AND SUBSCRIPTION AGREEMENT

                                  AMENDMENT #1

RECITALS:

WHEREAS Phillip William Anderson,  Maureen Anderson and Wayne Anderson (together
the Vendors), ADE Network Technology Pty Ltd CAN 006 395 026 (ADE) and WAVERIDER
COMMUNICATIONS  INC.  (Purchaser)  did enter into a Share Sale and  Subscription
Agreement (the Agreement) dated the 29th day of September 2000;

AND WHEREAS under  paragraph 5.1 of the Agreement the  Settlement  was deemed to
have taken place on 30 September 2000;

AND WHEREAS the Vendors and the Purchaser  have  determined  that the Settlement
date should have taken place on 1 October 2000;

NOW, THEREFORE, in consideration of good and valuable consideration, the receipt
and  sufficiency  of which is hereby  acknowledged,  the parties hereto agree as
follows:

Paragraph 5.1 of the Agreement shall be amended to read:

         Settlement of the  Transaction  shall take place on the Settlement Date
         at the  offices of ADE or at such  other  offices  as the  Parties  may
         otherwise  agree and at such  time as shall be  agreed by the  Parties.
         Irrespective  of the date on which  Settlement  actually  takes  place,
         Settlement shall be deemed to have taken place on 1 October 2000.

DATED: October 9, 2000

/s/ W. Anderson                                    /s/ Bruce Sinclair
----------------------------------------           -----------------------------
ADE Network Technology Pty Ltd CAN                 WaveRider Communications Inc.
006 395 026 by its authorised signatory:           by its authorised signatory;

W. Anderson                                        Bruce Sinclair
----------------------------------------           -----------------------------
Signatory Name                                     Signatory Name

Secretary and Director                             President, CEO & Director
----------------------------------------           -----------------------------
Signatory Title                                    Signatory Title

/s/ Phillip William Anderson                       /s/ Maureen Anderson
    ------------------------------------               -------------------------
    Phillip William Anderson                           Maureen Anderson

/s/ Wayne Anderson
    ------------------------------------
    Wayne Anderson