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                                   EXHIBIT 4.9

                                                                      2000-C001

      THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
      UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 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.
                              --------------------

                        WARRANT TO PURCHASE COMMON STOCK

         This is to certify that, for value received and subject to the terms
and conditions set forth below, GIBRALT CAPITAL CORPORATION is entitled to
purchase at any time on or after March 1, 2000, and on or before March 1,
2002, and MDU Communications International, Inc., a Delaware corporation
("the Company"), promises and agrees to sell and issue, up to 750,000 shares
of Common Stock (hereinafter defined) at a price of two dollars and fifty
cents US (US$2.50) 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, transfer of assets 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) (the "Capital Reorganization"), then, as a condition of such
Capital Reorganization, 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 Capital Reorganization, 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 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 Capital
Reorganization 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.


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          (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 this SECTION 3, 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 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.

               (e) ISSUANCE OF OTHER SECURITIES, ETC. If other 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 such other securities and securities of
any subsidiary to which the Warrant Holder or his assignee shall be entitled
under this SECTION 3(e).

     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.

     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.


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     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:
                                 Gibralt Capital Corporation
                                 Suite 2000, 1177 West Hastings Street
                                 Vancouver, B.C. V6E 2K3 CANADA

     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 March 1, 2000.

                                          MDU COMMUNICATIONS INTERNATIONAL, INC.


                                          per:   /s/ Sheldon Nelson, President
                                               --------------------------------
                                                 Authorized Signatory


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                                WARRANT EXERCISE


I/We, _____________________________, hereby exercise __________________
common share purchase warrants pursuant to Warrant 2000-C001and register the
issued shares as follows:

REGISTRATION INFORMATION

Please register the issued Common Shares as follows:

Name:    ______________________________
         (Please print)

Address:______________________________

        ______________________________

        ______________________________


If the Warrant Holder is an individual, please complete the following:

--------------------------------         --------------------------------
Signature of Witness                     Signature of Warrant Holder

--------------------------------         --------------------------------
Name of Witness (Please Print)           Name of Warrant Holder (Please Print)


If the Warrant Holder is a corporation, please have a duly authorized signatory
sign here and complete the section below:

THE CORPORATE SEAL of:                      )
                                            )
-------------------------------             )
(Name of Warrant Holder) was hereunto)                     c/s
affixed in the presence of:                 )
                                            )
-------------------------------             )
Authorized Signatory                        )
                                            )


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