<PAGE>                            EXHIBIT 10.9

                           [MBT CAPITAL - LETTERHEAD]



MDU Communications Inc.,
#108 - 11951 Hammersmith Way,
RICHMOND, B.C.,
V7A 5H9.

ATTENTION:  DOUGLAS J. IRVING, DIRECTOR

Gentlemen:

         This writing, when appropriately executed by the parties hereto, shall
constitute the Agreement in Principle amongst the parties pursuant to which it
is contemplated that MDU Communications Inc. (MDU) and MBT Capital (MBT) will
enter into a financing accommodation agreement (the Agreement) generally as
herein recited. Star Choice Communications Inc. (Star Choice) has agreed to
consent to the said contemplated arrangement and has, accordingly, verified that
consent by its execution hereof.

1.       The term of the contemplated relationship shall be through to and
         inclusive of the 26th day of August 2008;

2.       The Agreement will be exclusive in nature and, except for certain
         working capital lines of credit with a Canadian Chartered Bank and debt
         arrangements previously approved by MBT -- such approval not to be
         unreasonably withheld -- MDU will not be permitted to enter into any
         debt arrangement except with MBT;

3.       Subject to the subsequent direction and advice of legal and tax counsel
         for MBT, the transactions contemplated by the Agreement will take the
         form of a Leasing transaction as respecting the Set Top Boxes (the
         boxes) to be acquired from either a manufacturer or from Star Choice
         and as a Secured Debt transaction as respecting the advance made
         directly to MDU on account of its costs of installing the Signal
         Distribution System;

4.       MDU undertakes to be responsible for every cost, of every nature, of
         MBT directly, or indirectly, attributable to the effort of MBT
         respecting the proposed arrangement and, with respect thereto, has made
         a contribution of Ten Thousand Dollars ($10,000) towards the costs of
         MBT in conducting its due diligence respecting the herein contemplated
         transaction and MDU further undertakes to additionally deposit, from
         time to time, such further sums as MBT shall reasonably require to
         conclude its said due diligence efforts;

5.       Additional to the aforesaid costs contribution, MDU agrees that upon
         its acceptance of a commitment from MBT to consummate the Agreement,
         MDU will deposit with MBT a drawing account of One Hundred and Fifty
         Thousand Dollars ($150,000) as a good faith deposit from which MBT
         shall pay for legal and tax opinions and documentation and all costs
         relating thereto and MDU undertakes to additionally deposit, from time
         to time, such further sums as MBT shall reasonably require to conclude
         the said legal and tax opinions and documentation;

6.       It is currently thought appropriate that MBT will agree to a one-time
         Sale/Leaseback transaction with MDU pursuant to which MBT will acquire
         the four thousand (4,000) boxes currently in the possession of active
         subscribers and will pay MDU One Million Five Hundred and Twenty
         Thousand Dollars ($1,520,000) therefor and will rent those boxes back
         to MDU. MDU shall direct MBT to pay to Star Choice directly all sums
         then owing to Star Choice from MDU from the proceeds of such sale;

7.       Given that Star Choice is currently the provider of all programming
         services to S.O. Subscribers and collects all of the charges relating
         thereto, including the monthly rental charge relating to the box, and


<PAGE>


         given that Star Choice desires to remit monthly that portion if those
         charges which are due to MDU to a single recipient, i.e. as opposed to
         dividing the MDU share between MDU and its financing partner, it is
         understood by MBT and MDU that MBT shall be designated as the recipient
         of all moneys due to MDU and, upon its receipt of those moneys, MBT
         shall deduct such sums as are properly due to it pursuant to the
         Agreement and shall, in a timely fashion, remit the remaining balance,
         if any, to MDU. Notwithstanding the provisions of this Paragraph (7) to
         the contrary, MBT agrees that it will review annually the payment
         procedure herein provided and, should it then be convinced that the
         task of collecting and distributing the moneys from Star Choice might
         better be a task handled by MDU, then it shall be at liberty to provide
         that MDU shall thereupon be so designated and will instruct Star Choice
         accordingly;

8.       MDU agrees that it shall not permit at any time during the term of its
         herein contemplated relationship with MBT the aggregate number of boxes
         being defined as "second" boxes and "non-earning" boxes to exceed seven
         per cent (7%) of the total number of boxes owned, from time to time, by
         MBT. In the event the said aggregate of second and non-earning boxes
         exceed the seven per cent (7%) limit, then MDU will pay to the MBT
         Security Deposit Account a further instalment of One Hundred Dollars
         ($100.00) for each box which then exceeds the seven per cent (7%)
         limit;

9.       The financings hereby contemplated will, in fact, be two (2) separate
         transactions. Firstly, MBT will purchase the boxes directly from Star
         Choice and will lease those boxes to MDU. With respect to the purchase
         of the boxes by MBT from Star Choice, Star Choice agrees to convey to
         MBT the warranty which it has received from the manufacturer. Secondly,
         MBT will advance directly to MDU a sum equal to the difference between
         Three Hundred and Eighty Dollars ($380.00) and the sum paid to Star
         Choice for each box;

10.      MBT shall be entitled to receive from MDU an equal and consecutive
         monthly rental payment of Twelve Dollars and Eighty Cents ($12.80) on
         account of each Lease and Advance to MDU for each S.O. Subscriber and
         shall additionally receive One Dollar and Ten Cents ($1.10) each month
         as an accumulating Security Deposit respecting each S.O. Subscriber;

11.      The aforesaid Security Deposit shall accumulate and be held by MBT for
         the account of MDU until the Security Deposit has accumulated to
         Fifty-two Dollars and Eighty Cents ($52.80) per Subscriber and shall be
         paid by MBT to MDU within sixty (60) days of the date when the said
         balance of Fifty-two Dollars and Eighty Cents ($52.80) has been
         accomplished. Notwithstanding anything in this Paragraph (11), or in
         any other provision herein to the contrary, the Security Deposit which
         was paid to MBT by MDU pursuant to Paragraph (8) hereof shall not be
         paid to MDU until all Leases between MDU and MBT have been fully
         completed and there is no longer any obligation of MDU to pay MBT any
         sums of any nature;

12.      Subject to appropriate notice by MDU to MBT and there being no event of
         default then existing, MDU shall have the right to acquire each box
         theretofore leased to MDU by MBT after forty-eight (48) months of
         rentals of Twelve Dollars and Eighty Cents ($12.80) each have been
         received by MBT and the purchase price of each box thereby acquired by
         MDU from MBT shall be Twenty-five Dollars ($25.00);

13.      In every instance herein and in any documentation and agreement
         relating hereto or to the arrangement herein contemplated, it is
         understood that all sums are net of any exigible tax or levy and such
         taxes or levies are the responsibility and the obligation of MDU or of
         the S.O. Subscriber, as the case may be;

14.      In the event MDU shall acquire one or more boxes from MBT pursuant to
         the purchase option aforesaid, then the entitlement of MBT to revenues
         from the S.O. Subscriber then utilizing that box shall be reduced from
         the Twelve Dollars and Eighty Cents ($12.80) aforementioned to Three
         Dollars ($3.00) and such Three Dollar ($3.00) entitlement shall
         continue for so long as that S.O. Subscriber shall remain an S.O.
         Subscriber;


<PAGE>


15.      Given the term of the relationship herein contemplated, it will be
         necessary that Star Choice and MBT enter into a Purchase/Supply
         Agreement pursuant to which Star Choice will agree to the timely supply
         of the boxes at a price as provided in the S.O. Agreement of August
         27th, 1998 between Star Choice and MDU;

16.      Star Choice agrees that its right of set-off or claim against MDU shall
         not extend to those sums which are payable to MBT for the account of
         MBT pursuant to the financings hereby contemplated. Subject to the
         provisions of Paragraph (17) hereof to the contrary, MBT agrees to
         return to Star Choice any funds paid to it by Star Choice which are in
         excess of the payments provided to be paid by MDU to MBT provided that
         such funds have not previously been paid to MDU and provided that Star
         Choice has given MBT appropriate prior notice of its action in
         exercising its alleged right of set-off or claim;

17.      In the event that Star Choice terminates MDU as a Service Operator for
         any reason whatsoever:

         (a)      Star Choice shall continue to pay to MBT all moneys which
                  would otherwise be due and payable to MDU but for the said
                  termination and MBT shall temporarily assume the
                  responsibility of MDU for the service and maintenance of the
                  "active" buildings then housing S.O. Subscribers from the
                  revenue stream exceeding the aggregate sums due and owing to
                  MBT pursuant to the financing contracts herein contemplated.
                  Star Choice and MBT agree to use their respective best efforts
                  to immediately appoint a replacement Service Operator or to
                  have either Star Choice or MBT assume the Service Operator
                  function directly;

         (b)      Star Choice shall have the right of first refusal to receive
                  an assignment of the rights of MDU pursuant to the Purchase
                  Option provided in Paragraph (12) hereof. Additionally, Star
                  Choice shall have an option to purchase all boxes then owned
                  by MBT and the purchase price therefor shall then be
                  negotiated by Star Choice and MBT;

         (c)      In the event Star Choice shall not exercise its option to
                  purchase all of the boxes then owned by MBT as hereinbefore
                  provided by Paragraph 17(b) above, then Star Choice and MBT
                  shall use their best efforts to negotiate the sale to the
                  replacement Service Operator appointed by Star Choice and MBT
                  of any non-revenue generating boxes then owned by MBT;

18.      Notwithstanding anything hereinbefore written to the contrary, MDU
         agrees with MBT to cause the following matters to be accomplished prior
         to the closing date of the initial transaction herein contemplated:

         (a)      MDU will grant MBT the right of two (2) nominees to be
                  appointed to its Board and to its Advisory Committee;

         (b)      MDU will appoint an MBT nominee as its Assistant Comptroller
                  to have unfettered access to the books and records of MDU with
                  the specific understanding that should that nominee believe it
                  would be in the best interest of MBT to be aware of certain
                  happenings or circumstances, then that nominee shall be at
                  liberty to advise MBT accordingly;

         (c)      MDU will immediately prepare a revised Business Plan
                  consistent with the format heretofore suggested by MBT and
                  will deliver same to MBT with the executed copy of this
                  Agreement in Principle;

         (d)      MDU agrees to permit MBT representatives to review its
                  insurance files, its Minute Book, its Financial Records, its
                  Personnel Files, its MIS programs and all Contract Files
                  whatsoever nature to permit MBT to conduct such due diligence
                  as it shall deem necessary or appropriate to make a final
                  affirmative or negative decision respecting the relationship
                  herein contemplated and MDU will permit MBT free access to all
                  corporate matters and co-operate fully and timely in providing
                  such access and records;


<PAGE>


19.      Notwithstanding any other provision of this Agreement in Principle, the
         parties agree:

         (a)      MBT shall have no recourse against Star Choice for the
                  obligations of MDU hereunder other than as specifically set
                  out in Paragraph (17) herein;

         (b)      The obligations of Star Choice hereunder are subject to the
                  further review and approval of legal counsel, lenders and
                  financial advisors of Star Choice. Star Choice shall be
                  afforded the same rights of due diligence afforded MBT in
                  Paragraph 18(d) herein;

20.      MDU shall be responsible for every cost, of every nature, of Star
         Choice, directly or indirectly, attributable to the effort of Star
         Choice respecting the proposed arrangements.

         This Agreement may be executed in any number of counterparts and all
these counterparts shall for all purposes constitute one agreement, binding on
the parties, notwithstanding that all parties are not signatory to the same
counterpart.

         If the foregoing accords with your records and recollection of the
agreements heretofore reached, this document requires to be executed and
returned on or before December 2nd, 1999.

                                   Yours very truly,

                                   MBT CAPITAL

                                   /s/ W.H. Molle

                                   W.H. Molle

ACKNOWLEDGED AND AGREED
this ___ day of ____________, 1999.


MDU COMMUNICATIONS INC.             STAR CHOICE COMMUNICATIONS, INC.


-----------------------------------      Per
Gary Monoghan, President                    -----------------------------------
                                         Its



----------------------------------       Per
Douglas J. Irving, Director                 -----------------------------------
                                         Its


<PAGE>


                           [MBT CAPITAL - LETTERHEAD]


MDU Communications Inc.
#108 - 11951 Hammersmith Way
RICHMOND, British Columbia
V7A 5H9

ATTENTION:  DOUGLAS J. IRVING, DIRECTOR

Gentlemen:

         This writing, when appropriately executed by the parties hereto, shall
constitute the Agreement in Principle between the parties pursuant to which it
is contemplated that MDU Communications Inc. (MDU) and MBT Capital, Inc. (MBT)
will enter into a financing accommodation agreement (the Agreement) generally as
herein recited when read in conjunction with the Agreement in Principle made the
18th day of November, 1999 amongst MDU, MBT and Star Choice Communications, Inc.
and such Agreement in Principle is, by this reference, made a part hereof.

1.       The Agreement will anticipate that MDU will cause the installation of
         boxes with S.O. subscribers which could aggregate One Hundred and Fifty
         Thousand (150,000) or more transactions;

2.       As an inducement to cause MBT to enter into the Agreement, MDU has
         granted the right to MBT to acquire a one-third (1/3) undivided
         interest in the rights of MDU to share in the value of the Subscriber
         List created by MDU by virtue of the financing arrangement hereby
         contemplated;

3.       In consideration of the right granted to MBT to acquire an undivided
         interest in the Subscriber List (as hereinbefore provided), MDU agrees
         that it shall not sell or encumber its rights to that list, in any way
         whatsoever, without first obtaining the approval of MBT and MDU agrees
         it is acting as trustee for MBT with respect to the interest of MBT in
         the said Subscriber List;

4.       The right of MBT to acquire the one-third (1/3) undivided interest in
         the MDU rights respecting the aforementioned Subscriber List shall be
         exercised by MBT giving MDU forty-eight (48) hours prior notice of its
         intention to exercise its right and by paying to MDU, on Closing, a
         purchase price being the product of ten cents ($0.10) multiplied by the
         number of then active S.O. Subscribers on the said list.

         If the foregoing accords with your records and recollection of the
agreements heretofore reached, this documents requires to be executed and
returned on or before December 2nd 1999.

                                  Yours very truly,

                                   MBT CAPITAL


                                   W.H. Molle

ACKNOWLEDGED AND AGREED
this ___ day of ____________, 1999.

MDU COMMUNICATIONS INC.

         /s/ GARY MONAGHAN
--------------------------------
Gary Monaghan, President

--------------------------------
Douglas J. Irving, Director


<PAGE>


                              ASSIGNMENT AGREEMENT



         This assignment agreement made as of the 14th day of January, 2000.

AMONG:

                                     MerBanco Capital Inc.
                                     (hereinafter "MerBanco")

                                                              OF THE FIRST PART

                                     - and -

                                     3678652 Canada Inc.
                                     (hereinafter called "3678652")

                                                              OF THE SECOND PART

                                     - and -

                                     MBT Capital
                                     (hereinafter called "MBT")

                                                              OF THE THIRD PART

                                     - and -

                                     Gibralt Capital Corporation
                                     (hereinafter called "Gibralt")

                                                              OF THE FOURTH PART


         WHEREAS MBT and MDU Communications Inc. ("MDU") entered into an offer
to finance dated November 18, 1999 and an addendum thereto dated November 22,
1999 (collectively, the "Offer to Finance");

         AND WHEREAS MerBanco, 3678652 and MBT desire to assign all of their
respective rights and interests under the Offer of Finance to Gibralt in
accordance with the provisions hereof;

         NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the sum
of Two Dollars ($2.00) paid by each of the parties hereto to each of the other
parties hereto (the receipt and sufficiency whereof is hereby acknowledged by
each of them) and other good and valuable consideration, the parties hereto
covenant and agree as follows:

1.       MerBanco, 3678652 and MBT hereby assign, transfer, convey and set over
         unto Gibralt the Offer of Finance and all of their respective rights
         and interests therein and thereto.


<PAGE>


2.       Gibralt hereby assumes all of the obligations and responsibilities of
         MBT under the Offer to Finance and agrees to be bound by all of the
         provisions thereof as if Gibralt were the original party to the Offer
         to Finance in place of MBT.
3.       The parties hereto on behalf of themselves, and their respective
         successors and assigns, hereby covenant and agree, without further
         consideration, to do all lawful acts and things and execute such other
         lawful assignments, documents, assurances, applications and other
         instruments as may reasonably be required by Gibralt, its successors
         and assigns to obtain any and all rights under the Offer of Finance and
         to vest the same in Gibralt, its successors and assigns.
4.       This agreement may be executed in several counterparts, each of which
         shall be deemed an original and all of which shall together constitute
         one in the same instrument.
5.       This agreement shall be governed and construed in accordance with the
         laws of the Province of British Columbia and the laws of Canada
         applicable therein.

         IN WITNESS WHEREOF the parties hereto have executed this
agreement as of the day and year first above written.

                                    MerBanco Capital Inc.


                                    Per:              /s/
                                        -------------------------

                                    3678652 Canada Inc.


                                    Per:              /s/
                                        -------------------------

                                    MBT Capital


                                    Per:     /s/ W.H. Molle
                                        -------------------------

                                    Gibralt Capital Corporation


                                    Per:     /s/ Johnny Ciampi
                                        -------------------------