WAVERIDER COMMUNICATIONS INC
LIMITED WAIVER OF ANTI-DILUTION BY PALISADES
<DOCUMENT>
<TYPE>EX-10.5
<SEQUENCE>6
<FILENAME>ex105.txt
<DESCRIPTION>LIMITED WAIVER OF ANTI-DILUTION BY PALISADES
<TEXT>

                                                                    EXHIBIT 10.5

                          WAVERIDER COMMUNCIATIONS INC.
                          255 Consumers Road, Suite 500
                            Toronto, Ontario M2J 1R4


November 12, 2004

VIA FACSIMILE

Palisades Master Fund L.P.
c/o PEF Advisors, LLC
200 Mansell Court East
Suite 550
Roswell, Georgia 30076
Attention:  Paul T. Mannion, Jr.

                  Re:    Limited Waiver of Anti-Dilution Provisions
                         ------------------------------------------------------

Dear Investor:

         Reference is made to (a) that certain Series R Stock Purchase Warrant
(the "Series R Warrant") issued to Palisades Master Fund L.P. (the "Purchaser")
pursuant to the Securities Purchase Agreement, dated July 14, 2003, among
WaveRider Communications Inc. (the "Company"), the Purchaser and the other
purchaser signatory thereto (the "July Purchase Agreement"), (b) that certain
Convertible Debenture due April 23, 2007 (the "April Debenture") issued to the
Purchaser pursuant to the Securities Purchase Agreement, dated April 23, 2004,
among the Company, the Purchaser and the other purchaser signatory thereto (the
"April Purchase Agreement", collectively, the July Purchase Agreement and the
April Purchase Agreement shall herein be referred to as the "Purchase
Agreements"), and (c) that certain Series S Stock Purchase Warrant (the "Series
S Warrant", collectively, the Series R Warrant and the Series S Warrant shall
herein be referred to as the "Warrants") issued pursuant to the April Purchase
Agreement. Section 4(c)(iv) of the Debenture and Section 11(b)(i) of the
Warrants each provide that in the event the Company is deemed to have
consummated a Dilutive Issuance (as defined in the Debenture and the Warrants),
the set price of the Debenture and the exercise price of the Warrants shall each
be adjusted to equal the effective per share purchase price of the common stock
issued in the Dilutive Issuance. Concurrently with the execution of this letter,
the Company and the Purchaser are consummating another sale of the Company's
securities that would be deemed a Dilutive Issuance under the Debenture and the
Warrants and therefore would result in an adjustment under Section 4(c)(iv) of
the Debenture and Section 11(b)(i) of the Warrants (the "Concurrent Offering").

         As additional consideration to the Company for agreeing to effect the
Concurrent Offering to the Purchaser, the Purchaser and the Company agree that
the adjustment, as a result of the Concurrent Offering, to (i) the set price of
the Debenture shall occur only to the extent such set price equals the set price
of the debenture issued in the Concurrent Offering and (ii) the exercise price
of the Warrants shall occur only to the extent such exercise price equals the
exercise price of the warrants issued in the Concurrent Offering. Any subsequent
reductions or adjustments to the per share purchase price of any securities
issued in the Concurrent Offering shall not be subject to Section 4(c)(iv) of
the Debenture or Section 11(b)(i) of the Warrants.

         The Purchaser hereby consents to the issuance of the debenture and
warrants in the Concurrent Offering and expressly waives any default or
potential default that such issuance, without consent, may have or could have
caused under the Purchase Agreements, or the transaction documents contemplated
therein, including, without limitation, under Section 9 of the April Debenture.

         The waiver and agreement granted hereunder is as to the securities
issued solely pursuant to the Concurrent Offering. Any other issuances or
offerings by the Company not made in connection with the Concurrent Offering
shall remain subject to full adjustment under Section 4(c)(iv) of the Debenture
and Section 11(b)(i) of the Warrants. Except as specifically waived by the terms
of this letter, the Purchase Agreements and their exhibits shall remain
unmodified and in full force and effect, and shall not be in any way changed,
modified or superseded by the terms set forth herein. Capitalized terms used and
not otherwise defined herein that are defined in the Purchase Agreements shall
have the meanings given such terms in the Purchase Agreements.
<PAGE>

         This letter may be executed in any number of counterparts, all of which
taken together shall constitute one and the same instrument and shall become
effective when counterparts have been signed by each party and delivered to the
other parties hereto, it being understood that all parties need not sign the
same counterpart. Execution of this letter may be made by delivery by facsimile.

         Please indicate your agreement with the foregoing by executing a copy
of this letter and returning it to the undersigned.

Very truly yours,
WaveRider Communications Inc.


By: ____________________________________
Name:
Title:


Accepted and Agreed to:

PALISADES MASTER FUND L.P.

By: _____________________________
Name:
Title:



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