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                                   EXHIBIT 4.5

          THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN
          REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
          "ACT"), OR APPLICABLE STATE SECURITIES LAWS, AND NO INTEREST
          THEREIN MAY BE SOLD, DISTRIBUTED, ASSIGNED, OFFERED, PLEDGED
          OR OTHERWISE TRANSFERRED UNLESS THERE IS AN EFFECTIVE
          REGISTRATION STATEMENT UNDER THE ACT AND THE APPLICABLE
          STATE SECURITIES LAWS COVERING ANY SUCH TRANSACTION OR THE
          ISSUER OF THESE SECURITIES RECEIVES AN OPINION OF LEGAL
          COUNSEL SATISFACTORY TO THE ISSUER STATING THAT SUCH
          TRANSACTION IS EXEMPT FROM THE REGISTRATION REQUIREMENTS.

                     MDU COMMUNICATIONS INTERNATIONAL, INC.

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                        WARRANT TO PURCHASE COMMON STOCK

     This is to certify that, for value received and subject to the terms and
conditions set forth below, _____________________________________ is entitled to
purchase at any time on or after __________________________, and on or before
______________________, and MDU Communications International, Inc., a Delaware
corporation ("the Company"), promises and agrees to sell and issue, up to 50,000
shares of Common Stock (hereinafter defined) at a price of Ninety Cents ($0.90)
per share ("Exercise Price").

     This Warrant is issued subject to the following terms and conditions:

     1.   DEFINITIONS. Except as may be otherwise clearly required by the
context, the following terms shall have the following meanings:

          "COMMON STOCK" means the Common Stock of the Company.

          "COMPANY" means MDU Communications International, Inc., a Delaware
corporation.

          "EXERCISE PRICE" means the price at which a Warrant Holder may
purchase one share of Common Stock (or Securities obtainable in lieu of one
share of Common Stock) upon exercise of Warrants as determined from time to time
pursuant to the provisions hereof.

          "SECURITIES" means the Common Stock or other securities obtained or
obtainable upon exercise of the Warrants.

          "WARRANT HOLDER" means the person named in the initial paragraph of
this certificate or any successor who is a record holder of Warrants.


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          "WARRANTS" means the warrants evidenced by this certificate or by any
certificate obtained upon transfer or partial exercise of Warrants.

     2.   EXERCISE OF WARRANTS. All or any part of the Warrants may be exercised
by surrendering this certificate, together with appropriate instructions, duly
executed by the Warrant Holder, or by its duly authorized attorney, at the
office of the Company, 108 - 11951 Hammersmith Way, Richmond, British Columbia,
Canada, or at such other office or agency as the Company may designate by
written notice to the Warrant Holder, accompanied by payment in full, in lawful
money of the United States of the Exercise Price payable for the Securities
being issued on exercise of such Warrants. If fewer than all the Warrants
evidenced by this certificate are exercised, the Company will, upon such
exercise, execute and deliver to the Warrant Holder a new certificate (dated the
date hereof), in form and tenor substantially similar to this certificate,
evidencing the Warrants not exercised. The Securities to be obtained on exercise
of the Warrants shall be deemed to have been issued, and any person exercising
the Warrants shall be deemed to have become a holder of record of those
Securities, as of the date of the surrender of this certificate and the payment
of the Exercise Price.

     3.   ADJUSTMENTS IN CERTAIN EVENTS. The number, class and Exercise Price of
Securities for which this certificate may be exercised are subject to adjustment
from time to time upon the happening of certain events as follows:

          (a)  STOCK DIVIDENDS, SPLITS, ETC. If the outstanding shares of the
Company's Common Stock are divided into a greater number of shares or a dividend
in stock is paid on the Common Stock, the number of shares of Common Stock which
may be purchased under this certificate shall be proportionately increased and
the Exercise Price proportionately decreased; and, conversely, if the
outstanding shares of Common Stock are combined into a smaller number of shares
of Common Stock, the number of shares of Common Stock which may be purchased
under this certificate shall be proportionately reduced and the Exercise Price
proportionately increased. The increases and reductions provided for in this
SECTION 3(a) shall be made with the intent and, as nearly as practicable, the
effect that neither the percentage of the total equity of the Company obtainable
on exercise of the Warrants nor the aggregate Exercise Price for such percentage
upon such exercise shall be affected by any event described in this SECTION
3(a).

          (b)  MERGERS, CONSOLIDATIONS, ETC. In case of any change in the Common
Stock of the Company through merger, consolidation, reclassification,
reorganization, partial or complete liquidation, or other change in the capital
structure of the Company (not including the issuance of additional shares of
Common Stock by the Company other than by stock split or stock dividend), then,
as a condition of the change in the capital structure of the Company, lawful and
adequate provision shall be made so that the holder of this certificate will
have the right thereafter to receive upon the exercise of the Warrants the kind
and amount of shares of stock or other securities or property to which it would
have been entitled if, immediately prior to such merger, consolidation,
reclassification, reorganization, recapitalization, or other change in the
capital structure, it had held the number of shares of Common Stock obtainable
upon the exercise of the Warrants. In any such case, appropriate adjustment
shall be made in the application of the provisions set forth herein with respect
to the rights and interest thereafter of the Warrant Holder, to the end that the
provisions set forth herein shall thereafter be applicable, as nearly as


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reasonably may be possible, in relation to any shares of stock or other property
thereafter deliverable upon the exercise of the Warrants. The Company will not
permit any change in its capital structure described in this SECTION 3(b) to
occur unless the issuer of the shares of stock or other securities to be
received by the holder of this certificate, if not the Company, agrees to be
bound by and comply with the provisions of this certificate.

          (c)  DETERMINATION AND NOTICE OF EXERCISE PRICE. When any adjustment
is required to be made in the number of shares of Common Stock, Exercise Price,
other securities, or the property purchasable upon exercise of the Warrants as
provided in SECTION 3(b), the Company shall promptly determine the new Exercise
Price, number of such shares or other securities or property purchasable upon
exercise of the Warrants and (i) prepare and retain on file a statement
describing in reasonable detail the method used in arriving at the new Exercise
Price or number of such shares or other securities or property purchasable upon
exercise of the Warrants and (ii) cause a copy of such statement to be mailed to
the Warrant Holder within sixty (60) days after the date when the event giving
rise to the adjustment occurred.

          (d)  NO FRACTIONAL SHARES. No fractional shares of Common Stock or
other Securities will be issued in connection with the exercise of any Warrants,
but the Company shall pay, in lieu of fractional shares, a cash payment therefor
on the basis of (i) the mean between the bid and asked prices in the
over-the-counter market or the closing price on a national securities exchange
on the day immediately prior to exercise or (ii) such other means of determining
the fair market value of the Common Stock as is approved by the Company's Board
of Directors.

          (e)  ISSUANCE OF PREFERRED SECURITIES, ETC. If preferred securities of
the Company or securities of any subsidiary of the Company are distributed pro
rata to holders of any or all of the Company's Common Stock, such number of
securities shall be distributed to the Warrant Holder upon exercise of his
rights hereunder as such Warrant Holder or assignee would have been entitled to
if this Warrant had been exercised prior to such distribution. The provisions
with respect to adjustment of the Company's Common Stock provided in this
SECTION 3 shall also apply to the preferred securities and securities of any
subsidiary to which the Warrant Holder or his assignee shall be entitled under
this SECTION 3(e).

          (f)  NO ADJUSTMENTS UPON EXERCISE OF WARRANTS. Notwithstanding
anything herein to the contrary, there shall be no adjustment made hereunder on
account of the sale of the Common Stock purchasable upon exercise of the
Warrants.

     4.   RESERVATION OF SHARES. The Company agrees that the number of shares of
Common Stock or other Securities sufficient to provide for the exercise of the
Warrants upon the basis set forth above shall at all times during the term of
the Warrants be reserved for exercise.

     5.   VALIDITY OF SECURITIES. All Securities delivered upon the exercise of
the Warrants shall be duly and validly issued in accordance with their terms,
and the Company will pay all documentary and transfer taxes, if any, in respect
of the original issuance thereof upon exercise of the Warrants.


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     6.   INVESTMENT REPRESENTATION. The Warrant Holder represents and warrants
that it has acquired the Warrants, and will acquire the Common Stock or other
Securities, if any, upon exercise of the Warrants, for its own account for
investment and not with a view to the sale or other disposition of all or any
part of the Warrants, Common Stock or other Securities. The Warrants, and the
Common Stock or other Securities acquired or to be acquired upon exercise of the
Warrants, may not be sold, transferred or otherwise hypothecated unless in the
opinion of counsel for the Company the Warrants, Common Stock or other
Securities may be sold, transferred or otherwise hypothecated without
registration under the Act and any applicable state securities laws.

     An appropriate legend to the foregoing effect and of the type commonly
placed on certificates evidencing privately placed securities may be placed on
all certificates evidencing Securities.

     7.   NO RIGHTS AS A SHAREHOLDER. Except as otherwise provided herein, the
Warrant Holder shall not, by virtue of ownership of Warrants, be entitled to any
rights of a shareholder of the Company but shall, upon written request to the
Company, be entitled to receive such quarterly or annual reports as the Company
by mail shall distribute to its shareholders.

     8.   NOTICE. Any notices required or permitted to be given hereunder shall
be in writing and may be served personally or by mail; and if served by mail,
shall be addressed as follows:

          If to the Company:        MDU Communications International, Inc.
                                    108 - 11951 Hammersmith Way
                                    Richmond, B.C. V7A 5H9 CANADA

          If to the Warrant Holder: at the address furnished by the
                                    Warrant Holder to the Company
                                    for the purpose of notice.

     Any notice so given by mail shall be deemed effectively given 48 hours
after mailing when deposited in the United States mail, registered or certified
mail, return receipt requested, postage prepaid and addressed as specified
above. Any party may by written notice to the other specify a different address
for notice purposes.

     9.   APPLICABLE LAW. This Certificate shall be governed by and construed in
accordance with the laws of the State of Delaware.

     DATED as of ___________, ____, _______.

                                          MDU COMMUNICATIONS INTERNATIONAL, INC.

                                          By
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                                          Its
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