WAVERIDER COMMUNICATIONS INC
LIMITED WAIVER, ANTI-DILUTION PROVIS.- PALISADES
<DOCUMENT>
<TYPE>EX-10.6
<SEQUENCE>7
<FILENAME>ex106wave.txt
<DESCRIPTION>LIMITED WAIVER, ANTI-DILUTION PROVIS.- PALISADES
<TEXT>

                                                                    Exhibit 10.6

April 23, 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 that certain Series R Stock Purchase Warrant (the
"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 "Purchase Agreement"). Section 11(b)(i) of the Warrant
provides that in the event the Company is deemed to have consummated a Dilutive
Issuance (as defined in the Warrant), the exercise price of the Warrant shall 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 Warrant and
therefore would result in an adjustment under Section 11(b)(i) of the Warrant
(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 the Warrant exercise
price 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 11(b)(i) of
the Warrant.

         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 11(b)(i) of the Warrant.
Except as specifically waived by the terms of this letter, the Purchase
Agreement and its 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 Agreement shall have the meanings given such terms in
the Purchase Agreement.

         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.
<PAGE>

         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: T. Scott Worthington
Title: Vice President and CFO




Accepted and Agreed to:

PALISADES MASTER FUND L.P.

By: _____________________________
Name:
Title:

</TEXT>
</DOCUMENT>
