0001144204-04-010565 Sample Contracts

Contract
Warrant • July 26th, 2004 • Mdu Communications International Inc • Communications services, nec • New York

THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT.

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WARRANT TO PURCHASE COMMON STOCK OF MDU COMMUNICATIONS INTERNATIONAL, INC.
Mdu Communications International Inc • July 26th, 2004 • Communications services, nec

This is to Certify That, FOR VALUE RECEIVED, _______________ or assigns ("Holder"), is entitled to purchase, subject to the provisions of this Warrant, from MDU Communications International, Inc., a Delaware corporation ("Company"), 250,000 fully paid, validly issued and nonassessable shares of common stock, par value $.001 per share, of the Company ("Common Stock"), at a purchase price equal to $1.84 per share commencing on the date hereof (“Date of Issuance”) until February 12, 2008. The number of shares of Common Stock to be received upon the exercise of this Warrant and the price to be paid for each share of Common Stock may be adjusted from time to time as hereinafter set forth. The shares of Common Stoc k deliverable upon such exercise, and as adjusted from time to time, are hereinafter sometimes referred to as "Warrant Shares" and the exercise price of a share of Common Stock in effect at any time and as adjusted from time to time is hereinafter sometimes referred to as the "Exe

SUBSCRIPTION AGREEMENT
Subscription Agreement • July 26th, 2004 • Mdu Communications International Inc • Communications services, nec • New York

This SUBSCRIPTION AGREEMENT (the “Subscription Agreement”) is made as of the date set forth on the signature page between MDU COMMUNICATIONS INTERNATIONAL, INC., a Delaware corporation, with its principal offices at 60-D Commerce Way, Totowa, New Jersey 07512 (including its two wholly-owned subsidiaries as more fully described below, the “Company”), and the undersigned subscriber (the “Investor”).

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