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                                   EXHIBIT 10.6

                             HAYWOOD SECURITIES INC.
                            11th Floor Commerce Place
                               400 Burrard Street
                             Vancouver, B.C. V6C 3A6

January 28, 2000

MDU Communications International, Inc.
108 - 11951 Hammersmith Way
Richmond, B.C.
V7A 5H9


Dear Sirs:

We understand that MDU Communications International, Inc. (the "Corporation")
wishes Haywood Securities Inc. (the "Agent") to act as its exclusive agent to
offer for sale by way of private placement to investors resident in British
Columbia, Alberta, Manitoba, Ontario and the United States (the "Qualifying
Jurisdictions") up to 3,090,000 shares (the "Investor Preferred Stock") of
Series A Convertible Preferred Stock having a par value per share of $0.001 of
the Corporation (the "Preferred Stock") at a price per share of US$2.50 (the
"Offering Price") for aggregate gross proceeds of up to $7,725,000. The
Preferred Stock will have the rights and restrictions set out in Schedule A. All
references to dollars are to U.S. dollars unless otherwise indicated.

The Agent hereby agrees to act as the Corporation's exclusive agent to offer the
Investor Preferred Stock for sale on a reasonable commercial efforts basis, upon
the terms and subject to the conditions set forth below. In consideration of the
services to be rendered by the Agent in connection with the issuance and sale of
the Investor Preferred Stock and qualification of the Underlying Shares (as
defined below), including, without limitation, acting as financial adviser to
the Corporation, assisting the Corporation in the preparation of relevant
documentation, assisting the Corporation in obtaining duly completed and signed
Subscription Agreements, acting as the Corporation's sponsor in connection with
listing its Common Stock on the Canadian Venture Exchange (the "Exchange"),
assisting the Corporation in obtaining requisite regulatory approvals in
connection with the preparation and finalization of a preliminary prospectus
(the "Preliminary Prospectus") and a final prospectus (the "Prospectus") and any
amendments thereto qualifying, among other things, the issuance of the shares of
Common Stock (the "Underlying Shares") issuable upon conversion of Preferred
Stock, the Corporation shall on the Closing Date (as defined at paragraph 6.1):

         (a) pay to the Agent 8% (the "Commission") of the gross proceeds
arising from the sale of the Investor Preferred Stock, which payment shall be
satisifed by the

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issuance to the Agent of such number of shares of Preferred Stock as is equal
to the quotient of the Commission and $2.50 (the "Commission Shares");

         (b) issue to the Agent 300,000 shares of Preferred Stock (the
"Corporate Finance Shares"); and

         (c) grant to the Agent an option (the "Agent's Warrant") in the form
attached hereto as Schedule B, entitling the Agent to acquire a warrant (the
"Agent's Underlying Warrant"). The Agent's Underlying Warrant will entitle the
Agent to acquire such number of shares of Common Stock of the Corporation as is
equal to 10% of the number of Investor Preferred Stock sold, for a period of one
year following the Closing Date at a price per share equal to the Offering
Price. The issuance of the Agent's Underlying Warrant upon exercise of the
Agent's Warrant shall be qualified by the Preliminary Prospectus and the
Prospectus, and the Agent's Shares (as defined below) issuable upon exercise of
the Underlying Warrant shall be included in the Common Stock of the Company that
will be registered under the United States Securities Act of 1933 (the "1933
Act") pursuant to the Registration Agreement between the Company and the Agent
relating to the Underlying Shares.

The Agent may appoint other registered dealers as its agent (the "Sub-Agent") to
assist in the offering contemplated hereby.

1.       NATURE OF TRANSACTIONS

1.1      Each purchaser (a "Purchaser") of Investor Preferred Stock shall
purchase under one or more of the exemptions (the "Exemptions") from the
prospectus requirements of the securities legislation of the Qualifying
Jurisdictions contemplated by the form of Subscription Agreement (the
"Subscription Agreement") attached as Schedule C.

1.2      The Agent shall conduct its activities in connection with the
distribution of the Investor Preferred Stock in compliance with all
applicable laws and regulatory requirements.

2.       REPRESENTATIONS AND WARRANTIES

2.1      The Corporation covenants, represents and warrants to the Agent and
the Purchasers, and acknowledges that the Purchasers are relying on such
covenants, representations and warranties in purchasing the Investor
Preferred Stock and that they are intended to be contractually enforceable by
the Purchasers or any one or more of them against the Corporation
notwithstanding that the Purchasers are not parties to this agreement, that:

         (a) the books and records of the Corporation fairly and correctly set
out and disclose in all material respects, in accordance with generally accepted
accounting principles, the financial position of the Corporation on a
consolidated basis as of the date hereof, and all material financial
transactions of the Corporation on a consolidated basis have been accurately
recorded in the said books and records. With the exception of forecasts,
projections or estimates referred to below, all information and other data


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(together, the "Information") relating to the Corporation furnished by or on
behalf of the Corporation to the Agent or the Purchaser is, or, in the case
of historical information, was at the date of preparation true, accurate,
complete and correct in all material respects, and does not or did not, as
the case may be, contain any "misrepresentation", as that term is defined in
the Securities Act (British Columbia) (hereafter, a "Misrepresentation"). Any
projections and forecasts relating to the Corporation provided by or on
behalf of the Corporation to the Agent have been prepared in good faith with
the assistance of competent professional advisors and are based upon
assumptions which, in light of the circumstances under which they are made,
are reasonable. The Corporation is not aware of any undisclosed facts or
information that could materially impact upon such projections and forecasts;

         (b) the Corporation and MDU Communications Inc. have been duly
incorporated and organized and are validly existing and in good standing under
the laws of their respective jurisdiction of incorporation and have all
requisite corporate power and authority to carry on their respective businesses
as now conducted and as presently proposed to be conducted, to own, lease and
operate their respective properties and assets and, in the case of the
Corporation, to carry out the provisions hereof;

         (c) the Corporation has no "subsidiaries" (as such term is defined in
the CANADA BUSINESS CORPORATIONS ACT (the "CBCA"), except for MDU Communications
Inc. (the "Subsidiary"), a corporation under the CBCA;

         (d) to the best of its knowledge, after due enquiry, the Corporation
and the Subsidiary are conducting their respective businesses in compliance in
all material respects with all applicable licensing and anti-pollution
legislation, regulations or by-laws, environmental protection legislation,
regulations or by-laws or other similar legislation, regulations or by-laws or
other lawful requirements of any governmental or regulatory bodies which are
applicable to the Corporation or the Subsidiary. The Corporation is not aware of
any such legislation, regulation, by-law or lawful requirement presently in
force or proposed to be brought into force by any governmental or regulatory
authority which the Corporation anticipates it or the Subsidiary will be unable
to comply with without materially adversely affecting the business of the
Corporation or the Subsidiary;

         (e) the Corporation or the Subsidiary is the beneficial owner of the
properties, business and assets, or the interest in the properties, business and
assets, referred to in the consolidated financial statements of the Corporation
most recently filed with the United States Securities and Exchange Commission,
and any and all agreements pursuant to which the Corporation or the Subsidiary
holds any such interest in property, business or assets are in good standing
under the applicable laws;

         (f) the authorized capital of the Corporation is as set forth on
Schedule D, of which the number of shares set forth on Schedule D are issued and
outstanding, all of such shares being fully paid and non-assessable and the only
outstanding options, warrants or other rights to acquire any shares or other
securities of the Corporation are as set forth on Schedule D; and all of the
issued and outstanding shares in the capital of the Subsidiary are owned,
beneficially and of record, by the Corporation, all such shares have

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been issued as fully paid and non-assessable, and there are no outstanding
options, warrants or other rights to acquire any shares or other securities
of the Subsidiary;

         (g) the audited consolidated balance sheets of the Corporation as at
September 30, 1999, and the audited consolidated statements of cash flow and
shareholders' equity for the period from inception to September 30, 1999, have
been prepared in accordance with generally accepted accounting principles in the
United States applied on a basis consistent with those of previous periods and
present fairly:

                  (i) the assets, liabilities (whether accrued, absolute,
contingent or otherwise) and the financial condition of the Corporation as at
September 30, 1999; and

                  (ii) the revenues, expenses and changes in financial position
of the Corporation for the period from inception to September 30, 1999;

         (h) no material adverse change, financial or otherwise, in the assets,
liabilities (contingent or otherwise), business, financial condition, capital or
prospects of the Corporation has occurred since September 30, 1999;

         (i) the Corporation is not in default or breach of, and the execution
and delivery of, and the performance and compliance with the terms of this
agreement, the Subscription Agreements, the Agent's Warrant, the Agent's
Underlying Warrant and all other agreements and other instruments to be executed
in connection herewith (collectively, the "Transaction Documents") does not and
will not result in any breach of, or constitute a default under, and does not
and will not create a state of facts which, after notice or lapse of time or
both, would result in a breach of or constitute a default under, in any material
respect, any term or provisions of the articles, by-laws, or resolutions of the
Corporation, or any indenture, agreement (written or oral), lease or other
document to which the Corporation is a party or by which it is bound, or any
judgment, decree or order, or to its knowledge, statute, rule or regulation
applicable to the Corporation, which default or breach might reasonably be
expected to materially adversely affect the business, operations, assets,
capital or condition (financial or otherwise) of the Corporation;

         (j) the Corporation has full corporate authority and capacity to enter
into the Transaction Documents and to perform its obligations under them, and
this agreement, and the Transaction Documents will, on the Closing Date, be duly
authorized, executed and delivered by the Corporation;

         (k) this agreement and the Transaction Documents will on the Closing
Date be, legal, valid and binding obligations of the Corporation, enforceable
against the Corporation in accordance with their respective terms, subject to
the laws relating to creditors' rights generally and equitable remedies and
except to the extent that the enforcement of rights to indemnity and waiver of
contribution may be limited by applicable law;

         (l) the Corporation has full corporate authority and capacity to issue
the Investor Preferred Stock, the Corporate Finance Shares, the Commission
Shares, the

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Underlying Shares, the Agent's Warrant, the Agent's Underlying Warrant and
the shares (the "Agent's Shares") issuable upon the exercise thereof, and, on
the Closing Date, the Agent's Warrant will be duly and validly created,
authorized and issued, and the Investor Preferred Stock, the Corporate
Finance Shares, the Commission Shares, the Underlying Shares and the Agent's
Shares will be duly and validly authorized and allotted for issuance, and
upon such issuance shall be issued as fully paid and non-assessable;

         (m) no consent of any third party is required in connection with the
transactions contemplated by the Transaction Documents, except to the extent
that this agreement and the Transaction Documents contemplate obtaining receipts
for the Preliminary Prospectus and the Prospectus and effecting registration
under the 1933 Act of the Underlying Shares and the Agent's Shares;

         (n) no securities regulatory authority has issued any order preventing
or suspending trading in any securities of the Corporation, and the Corporation
has not been, and is not currently, in default of any requirement of the
securities laws of any jurisdiction to which it is subject;

         (o) except as stated in the financial statements of the Corporation, no
litigation, administrative proceeding, arbitration or other proceeding before or
of any court, tribunal, arbitrator or regulatory or other governmental body or
dispute with any regulatory or other governmental body is presently in process
or, to the best of the knowledge and information of the Corporation, pending or
threatened against the Corporation which, if determined adversely to the
Corporation might have a material adverse effect on the financial condition,
results of operations, business or prospects of the Corporation, or which would
materially impair the ability of the Corporation to consummate the transactions
contemplated hereby or to duly observe and perform any of its covenants or
obligations herein or in the Transaction Documents;

         (p) the business and property of the Corporation and the Subsidiary
is, to the best of the Corporation's knowledge after due enquiry, in
compliance in all material respects with all Environmental Laws (as defined
below), and there are no facts known after due enquiry by the Corporation
which could give rise to a notice of non-compliance with any Environmental
Laws. The term "Environmental Laws" means all applicable laws, rules,
regulations, orders, policies, guidelines, notices, approvals and permits
relating to environmental or occupational health and safety matters, in
effect as at the date hereof, including, without limitation, those pertaining
to reporting, licensing, permitting, investigation, remediation and clean-up
in connection with any release or threat of release of a Contaminant or
relating to the manufacture, processing, distribution, use, treatment,
storage, disposal, transportation, handling and the like of a Contaminant.
The term "Contaminant" means any substance or material that is prohibited,
controlled or regulated by any governmental authority, including without
limitation, any contaminants, pollutants, petroleum, its derivatives,
by-products or other hydrocarbons, dangerous substances or goods, asbestos,
toxic or hazardous substances or materials, controlled products, wastes
involving hazardous wastes and any other materials that are by their nature
hazardous, either in fact or as defined in or pursuant to any Environmental
Laws;

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         (q) there are , to the best of the knowledge of the Corporation
after due enquiry, no existing claims, demands, damages, expenses, suits,
proceedings, actions, negotiations, or causes of action of any nature
whatsoever, whether threatened or pending, arising out of the presence on any
property in respect of which the Corporation or the Subsidiary has an
interest, either past or present, of any Contaminant, or out of any past or
present activity conducted on any such property, involving any Contaminant or
any violation of any Environmental Law;

         (r) the Corporation shall not reject any Subscription Agreement
tendered by the Agent, unless all such subscriptions tendered by the Agent
exceed the number of shares of Investor Preferred Stock offered hereunder; and

         (s) the Corporation shall conduct its activities in connection with the
distribution of the Investor Preferred Stock in compliance with all applicable
laws and regulatory requirements and, without limiting the foregoing:

                  (i) all solicitations, offerings and other selling efforts
carried out by the Corporation in connection with the distribution of the
Investor Preferred Stock have been and will be made in accordance with the
Exemptions; and

                  (ii) no advertising of the Investor Preferred Stock has been
or will be made by the Corporation in any media whatsoever;

         (t) the Corporation has not made any form of general solicitation
within the meaning of Rule 502(c) of Regulation D ("Regulation D") under the
1933 Act in connection with the offer of Preferred Stock contemplated by this
Agreement; and

         (u) none of the Corporation or any of its predecessors or affiliates
have been subject to any order or other proceeding described in Rule 507 of
Regulation D enjoining such person for failure to comply with Rule 503 of
Regulation D.

3.       COVENANTS OF THE CORPORATION

3.1      The Corporation covenants with the Purchasers and the Agent, as
covenants that are intended to be contractually enforceable by the Purchasers
or one or more of them against the Corporation, notwithstanding the
Purchasers are not parties to this agreement, as follows:

         (a) subject to Section 3.1(k) below, the Corporation shall file the
Preliminary Prospectus and use its reasonable commercial efforts to obtain
receipts for the Preliminary Prospectus and the Prospectus qualifying the
distribution of the Underlying Shares and the Agent's Underlying Warrant
(subject to the Agent assisting the Corporation in the preparation and filing
of, and execution of the certificate page of, the Preliminary Prospectus and the
Prospectus) from each of the relevant securities regulatory authorities in the
Qualifying Jurisdictions within Canada as soon as possible in compliance with
all applicable laws, and the Corporation shall notify the Agent in writing
forthwith upon obtaining such receipts;

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         (b) the Corporation shall use its best efforts to list its Common Stock
on the NASDAQ or the Exchange (subject to the Agent acting as the Corporation's
sponsor for listing on the Exchange);

         (c) prior to the filing of the Preliminary Prospectus and the
Prospectus, the Corporation shall allow the Agent to participate fully in the
preparation of such documents and any amendments to them, and shall allow the
Agent to conduct all due diligence which the Agent may require, acting
reasonably, in order to fulfill its obligations as Agent and in order to enable
the Agent responsibly to execute the agent's certificate in such documents. The
Corporation shall cause to be delivered to the Agent such legal opinions as the
Agent or its counsel may require, acting reasonably, in connection with material
issues relating to, or discovered in the course of, such due diligence;

         (d) during the period from the date of this agreement to the completion
of the distribution of the securities qualified for distribution under the
Preliminary Prospectus and the Prospectus, the Corporation shall promptly
discuss with the Agent and immediately thereafter notify the Agent in writing of
any material adverse change (actual, anticipated or threatened), financial or
otherwise, in the assets, liabilities (contingent or otherwise), business,
financial condition, capital or prospects of the Corporation;

         (e) during the period from the signing of the Preliminary Prospectus to
the completion of the distribution of the securities qualified for distribution
under the Preliminary Prospectus and the Prospectus, the Corporation shall
promptly discuss with the Agent and immediately thereafter notify the Agent in
writing of (i) any actual or proposed "material change" (as that term is defined
under applicable securities laws and policies) in respect of the Corporation and
(ii) any change of any nature that would result in the Preliminary Prospectus,
the Prospectus or any amendment (a "Prospectus Amendment") to any such documents
containing a Misrepresentation (as defined in paragraph 2.1(a)) or which would
result in any of such documents not complying with the laws of the Qualifying
Jurisdictions;

         (f) the Corporation shall indemnify and hold the Purchasers and the
Agent harmless from and against any loss or damage sustained as a result of:

                  (i) any misrepresentation, breach of warranty or
non-fulfillment of any covenant on the part of the Corporation hereunder or
under the Information, or from any misrepresentation in or omission from any
certificate or other instrument furnished or to be furnished to the Agent or the
Purchasers under this agreement except a misrepresentation or omission relating
solely to either or both of the Agent or the Purchasers; and

                  (ii) any and all actions, suits, proceedings, demands,
assessments and judgments alleging or finding the existence of any of the
foregoing, and all legal costs, fees and other expenses incidental to any of the
foregoing;

         (g) the Corporation will use its best efforts to cause to be delivered
to the Agent prior to (or, if agreed to by the Agent, within a reasonable period
thereafter not

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exceeding 3 business days ) the filing of the Preliminary Prospectus and the
Prospectus (and any Prospectus Amendment) in the Qualifying Jurisdictions a
certificate signed by the Chief Executive Officer and by the Chief Financial
Officer of the Corporation under its corporate seal, dated the date of the
Preliminary Prospectus, the Prospectus (and any Prospectus Amendment), as the
case may be, addressed to the Agent, in a form satisfactory to the Agent,
acting reasonably, to the effect that each such officer has carefully
examined the Preliminary Prospectus, the Prospectus (or any Prospectus
Amendment), as the case may be, and each such document (any Prospectus
Amendment taken with the document it amends) contains full, true and plain
disclosure of all material facts in relation to the Corporation and the
securities offered in such document, and since the respective dates as of
which information is given therein, the Corporation has not incurred any
material liabilities or obligations (absolute, accrued, contingent or
otherwise) or entered into any transaction not in the ordinary course of
business; there has been no material change in the assets, financial
position, business or results of operations of the Corporation and, to the
best of their knowledge and information, there has occurred no event and
exists no state of facts that, under the applicable securities laws and the
terms of this agreement, is required to be set forth in an amendment to the
Preliminary Prospectus, the Prospectus (or any Prospectus Amendment), as the
case may be, that has not been so set forth;

         (h) the Corporation shall cause the Corporation's auditors to deliver
to the Agent a comfort letter, in form and substance satisfactory to the Agent,
acting reasonably, dated the date of the Prospectus and addressed to the Agent
and the directors of the Corporation verifying the financial information and
accounting data contained in the Prospectus and matters involving changes or
developments since the respective dates as of which specified financial
information is given in the Prospectus to a date not more than 2 business days
prior to the date of such letter. A similar letter shall be delivered to the
Agent with respect to any Prospectus Amendment, where financial information has
changed;

         (i) the Corporation will deliver to the Agent, upon written request and
without cost to the Agent, as many copies of the Preliminary Prospectus, the
Prospectus and any Prospectus Amendment as the Agent may require, acting
reasonably, for the purposes contemplated hereunder, within 3 business days of
any such request; and

         (j) if the Agent believes that the prospectus exemption provided by
Ontario Securities Commission Rule 72-501 is, or will be, available in respect
of first trades in Underlying Shares held by Purchasers resident in Ontario, and
if the Agent delivers to the Corporation waivers from the Purchasers resident in
Ontario of the Corporation's obligation to file a Preliminary Prospectus and
Prospectus in Ontario, in form and substance satisfactory to the Corporation,
acting reasonably, the Corporation shall, at the option of the Agent exercisable
by written notice to the Corporation:

                  (i) not file the Preliminary Prospectus and the Prospectus
with the Ontario Securities Commission; and



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                  (ii) if the Preliminary Prospectus has been filed with the
Ontario Securities Commission, do everything required to withdraw the
Preliminary Prospectus from the Ontario Securities Commission.

3.2      The Corporation's delivery to the Agent of the Preliminary
Prospectus, the Prospectus and any Prospectus Amendment signed by the
Corporation shall constitute:

         (a) the Corporation's representation and warranty to the Agent that
each such document at the time of its filing complies with the requirements of
applicable securities laws and that all of the information and statements
contained therein (except information or statements furnished by and relating
solely to the Agent), contain no Misrepresentation and constitute full, true and
plain disclosure of all material facts relating to the Corporation and the
securities qualified for distribution; and

         (b) the Corporation's consent to the use by the Agent of such documents
in connection with the distribution in the Qualifying Jurisdictions of the
securities qualified for distribution.

4.       COVENANTS OF THE AGENT

4.1      Subject to completion of the sale of the Investor Preferred Stock on
the Closing Date, the Agent covenants with the Corporation as follows:

         (a) the Agent will if, acting in good faith, it reasonably believes
that to do so is in accordance with applicable securities laws and the terms of
the certificate being signed, upon the request of the Corporation, execute the
certificate page of the Preliminary Prospectus and the Prospectus (and any
Prospectus Amendment) presented to it for execution and will assist the
Corporation in obtaining any requisite regulatory approvals and receipts in
connection with the preparation and filing of such documents;

         (b) the Agent will if, acting in good faith, it reasonably believes
that to do so is in accordance with its obligations under the rules and policies
of the Exchange, sponsor the Corporation for listing on the Exchange; and

         (c) the Agent will assist the Corporation in facilitating the
conversion of the Investor Preferred Stock and the issuance of the Underlying
Shares.

5.       CONDITIONS IN FAVOUR OF THE PURCHASERS AND THE AGENT

5.1      The following are conditions of the Agent's obligations under this
agreement and the Purchasers' obligations to close the purchase of Investor
Preferred Stock, which conditions the Corporation shall use its reasonable
best efforts to have fulfilled at or prior to the Closing Time (as defined in
section 6.1) and which conditions may be waived in writing in whole or in
part by the Agent, on its own behalf and on behalf of the Purchasers:

         (a) the Corporation shall have issued the Corporate Finance Shares and
the Commission Shares and granted the Agent's Warrant;

<PAGE>

         (b) the Corporation shall have made all necessary filings and obtained
all necessary approvals, consents and acceptances of appropriate regulatory
authorities in order to permit the Corporation to issue and sell the Investor
Preferred Stock to the Purchasers as contemplated hereby, and evidence of such
approval satisfactory to the Agent, acting reasonably, shall have been delivered
to the Agent;

         (c) the Corporation shall have delivered to the Agent a certified
resolution of the board of directors authorizing and approving this agreement
and the Transaction Documents, and such other matters as the Agent may require,
acting reasonably;

         (d) the Corporation shall have delivered to the Agent a favourable
legal opinion from the Corporation's counsel addressed to the Agent, the Agent's
counsel and the Purchasers with respect to such matters as the Agent may
require, acting reasonably;

         (e) the Corporation shall have delivered to the Agent the Transaction
Documents, each in form and on terms satisfactory to the Agent, acting
reasonably, executed by the Corporation;

         (f) the Corporation shall have delivered to the Agent a definitive
certificate or certificates representing, in the aggregate, all of the Investor
Preferred Stock subscribed for under the Subscription Agreements (and issuable
under this agreement), registered as required by the Subscription Agreements;

         (g) the Corporation shall have complied in all material respects with
all of the terms and conditions of this agreement which it is required to comply
with at or prior to the Closing Time; and

         (h) the Corporation shall have delivered to the Agent a certificate
signed by the Chief Executive Officer and by the Chief Financial Officer of the
Corporation under its corporate seal, dated the Closing Date, addressed to the
Agent, to the effect that after due enquiry:

                  (i) the representations and warranties of the Corporation
contained in this agreement, and in any certificate of the Corporation delivered
pursuant hereto or in connection herewith, are true and correct as of the
Closing Time with the same force and effect as if made at and as of the Closing
Time after giving effect to the transactions contemplated hereby;

                  (ii) the Corporation has duly complied in all material
respects with all of the covenants of the Corporation contained herein and
satisfied all the conditions contained herein on its part to be performed or
satisfied at or prior to the Closing Time; and

                  (iii) no order, ruling or determination having the effect of
suspending the sale or ceasing the trading of the Preferred Stock or the Common
Stock has been issued and no proceedings for that purpose have been instituted
or are pending or are, to their knowledge and information, contemplated or
threatened under any of the applicable securities laws or by any regulatory
authority.

<PAGE>

6.       CLOSING

6.1      Closing of the purchase and sale of the Investor Preferred Stock
will occur at 10:00 a.m. (the "Closing Time") on January 28, 2000 (the
"Closing Date"), or such other date and time as the Agent may specify,
provided that such date is on or before February 28, 2000.

6.2      At closing the Corporation shall deliver to the Agent, on behalf of
the Purchasers, a certificate or certificates representing the Investor
Preferred Stock, registered in accordance with the Subscription Agreements,
against payment to the Corporation by certified cheque or bank draft of the
aggregate purchase price payable for the Investor Preferred Stock pursuant to
the Subscription Agreements tendered at closing less all amounts payable by
the Corporation to the Agent pursuant to this Agreement.

7.       INDEMNITY

7.1      The Corporation shall protect and indemnify the Agent and its
directors, officers, employees and agents (the "Indemnified Parties") from
and against all losses, claims, costs, damages and liabilities caused by or
arising directly or indirectly by reason of:

         (a) any information or statement (except any information or statement
furnished by and relating solely to the Agent) contained in the Preliminary
Prospectus, the Prospectus or any Prospectus Amendment or in any other document
or material filed or delivered pursuant hereto or in connection herewith
(including, without limitation, the Information), being or being alleged to be a
Misrepresentation; or

         (b) any order made or any inquiry, investigation or proceeding
commenced or threatened by any securities regulatory or other authority, based
upon any Misrepresentation or alleged Misrepresentation (except a
Misrepresentation or alleged Misrepresentation relating solely to the Agent) in
the Preliminary Prospectus, the Prospectus or any Prospectus Amendment or in any
other document or material filed or delivered pursuant hereto or in connection
herewith (including, without limitation, the Information) (except any document
or material delivered or filed solely by the Agent) preventing or restricting
the trading in or the sale or distribution of the any securities issuable in
connection, directly or indirectly, with the transactions contemplated by this
agreement in any of the Qualifying Jurisdictions.

If any claim contemplated by this paragraph 7 is asserted against any of the
Indemnified Parties, or if any potential claim contemplated by this paragraph
comes to the knowledge of any of the Indemnified Parties, the Indemnified Party
concerned shall notify the Corporation as soon as possible of the nature of such
claim (provided that any failure to so notify shall not affect the Corporation's
liability under this paragraph) and the Corporation shall, subject as
hereinafter provided, be entitled (but not required) to assume the defence on
behalf of the Indemnified Party of any suit brought to enforce such claim. Any
such defence shall be through legal counsel acceptable to the Indemnified Party
and no admission of liability shall be made by the Corporation or the
Indemnified Party without, in each case, the prior written consent of all the
parties hereto, such consent not to be unreasonably withheld. An Indemnified
Party shall have the right to employ

<PAGE>

separate counsel in any such suit and participate in the defence thereof but
the fees and expenses of such counsel shall be at the expense of the
Indemnified Party unless: (i) the Corporation fails to assume the defence of
such suit on behalf of the Indemnified Party within a reasonable period of
receiving notice of such suit, provided that the expiration of such period
shall be deemed to occur on the second clear business day immediately
preceding the date by which the Indemnified Party is required by law (in the
absence of agreement to the contrary) to take action (such as the filing of
an appearance or its equivalent) in connection with defending such suit; (ii)
the employment of such counsel has been authorized by the Corporation; or
(iii) the named parties to any such suit include both the Indemnified Party
and the Corporation and the Indemnified Party shall have been advised by
counsel that there may be one or more legal defences available to the
Indemnified Party which are different from or in addition to those available
to the Corporation (in each of which cases the Corporation shall not have the
right to assume the defence of such suit on behalf of the Indemnified Party
but shall be liable to pay the reasonable fees and expenses of counsel for
the Indemnified Party).

7.2      If the indemnity provided for in paragraph 7.1 is declared by a
court of competent jurisdiction to be illegal or unenforceable for any
reason, the Agent and the Corporation shall contribute to the aggregate of
all losses, claims, costs, damages, expenses or liabilities of the nature
provided for above such that the Agent shall be responsible for that portion
represented by the percentage that the Commission received by the Agent under
this agreement bears to the gross proceeds realized from the offering of
Investor Preferred Stock and the Corporation shall be responsible for the
balance, provided that, in no event, shall the Agent be responsible for an
amount in excess of the Commission. Notwithstanding the foregoing, a person
guilty of fraudulent misrepresentation, bad faith or gross negligence shall
not be entitled to contribution from any other party. Any party entitled to
contribution will, promptly after receiving notice of commencement of any
claim, action, suit or proceeding against such party in respect of which a
claim for contribution may be made against another party or parties under
this paragraph, notify such party or parties for whom contribution may be
sought. In no case shall such party from whom contribution may be sought be
liable to contribute pursuant to this agreement unless such notice shall have
been provided, but the omission to so notify such party shall not relieve the
party from whom contribution may be sought from any other obligation it may
have otherwise than under this paragraph. The right to contribution provided
in this paragraph shall be in addition to and not in derogation of any other
right to contribution which the Agent may have by statute or otherwise by law.

8.       TERMINATION

8.1      The Agent may at any time, without liability on its part and by
notice in writing given to the Corporation, terminate its obligations
hereunder if, after the date hereof:

         (a) any order to cease or suspend trading in any securities of the
Corporation, or prohibiting or materially restricting the distribution of any
securities issuable in connection, directly or indirectly, with the transactions
contemplated by this agreement is made, or proceedings are announced or
commenced for the making of any such order, by any securities commission or
similar regulatory authority, or by any other competent

<PAGE>

authority, not based solely upon the activities or alleged activities of the
Agent or any Sub-Agent, and has not been rescinded, revoked or withdrawn;

         (b) any inquiry, investigation (whether formal or informal) or other
proceeding in relation to the Corporation or any of its directors or senior
officers is announced or commenced by any securities commission or similar
regulatory authority, any stock exchange or by any other competent authority,
not based solely upon the activities or alleged activities of the Agent or any
Sub-Agent, if, in the Agent's opinion, acting reasonably, the announcement or
commencement thereof materially adversely affects the trading or distribution of
any of the securities issuable in connection, directly or indirectly, with the
transactions contemplated by this agreement;

         (c) there shall have occurred or be anticipated any material adverse
change, as determined by the Agent in its discretion, acting reasonably,
financial or otherwise, in the assets, liabilities (contingent or otherwise),
business, condition, capital or prospects (financial or otherwise) of the
Corporation;

         (d) in the Agent's opinion, acting reasonably, it would be
impracticable or unprofitable to offer or continue to offer the Investor
Preferred Stock for sale or there has developed, occurred or come into effect
any financial occurrence or any catastrophe of national or international
consequence, any governmental action, law or regulation, or any other occurrence
of any nature whatsoever which, in the opinion of the Agent, acting reasonably,
seriously adversely affects or would seriously adversely affect the North
American financial markets, the Corporation's business or the distribution of
the Investor Preferred Stock; or

         (e) the Corporation is in breach of, default under or non-compliance
with any representation, warranty, term or condition of this agreement.

8.2.      Any termination pursuant to the terms of this agreement shall be
effected by notice in writing delivered to the Corporation, provided that no
termination shall discharge or otherwise affect any obligation of the
Corporation under paragraphs 7.1, 7.2 or 10.1. The rights of termination
contained in paragraph 8.1 are in addition to, and without prejudice to, any
other rights or remedies the Agent may have at law or in equity.

9.       RIGHT OF FIRST REFUSAL

9.1      Subject to paragraph 9.2, the Corporation will notify the Agent in
writing of the terms of any further equity financing or financing involving
the issuance of convertible securities that it requires or proposes to obtain
during the 12 months following the Closing Date and the Agent will have the
right of first refusal to provide any such financing. The right of first
refusal must be exercised by the Agent within 10 business days following the
receipt of the notice by notifying the Corporation in writing that it will
provide such financing on the terms set out in the notice. If the Agent fails
to give notice within the 10 business days that it will provide such
financing upon the terms set out in the notice, the Corporation will then be
free to make other arrangements to obtain financing from another source on
the same terms or on terms no less favourable to the Corporation, subject to
obtaining the acceptance of the applicable regulatory authorities.

<PAGE>

The right of first refusal will not terminate if, on receipt of any notice
from the Corporation under this paragraph, the Agent fails to exercise the
right.

9.2      The provisions of paragraph 9.1 shall not apply in respect of
efforts by the Corporation to obtain a financing through a broker/dealer
registered under the securities laws of the United States, provided that if
the Corporation is able to obtain such a financing during the 12 months
following the Closing Date, the Agent shall have the right to participate in
not less than 40% of such financing.

10.      EXPENSES

10.1     Whether or not the transactions contemplated by this agreement
proceed or complete, all reasonable expenses of or incidental to the
transactions contemplated by this agreement and the Agent's sponorship of the
Corporation for the purpose of listing on the Exchange, including without
limitation, reasonable expenditures incurred by the Agent in connection with
the Agent's due diligence, preparation for marketing presentations and the
holding of information meetings, the Agent's out of pocket costs related to
information meetings and travel, the Agent's costs in having a report
prepared in connection with the Company, if required or advisable in the
opinion of the Agent, acting reasonably, and the reasonable fees and
disbursements of the Agent's counsel, shall be borne by the Corporation.

11.      MISCELLANEOUS

11.1     Any notice or other communication to be given hereunder shall be in
writing and delivered or telecopied as follows:

         If to the Corporation to:

         MDU Communications International, Inc.
         108-11951 Hammersmith Way
         Richmond, British Columbia
         V7A 5H9

         Attention: Sheldon Nelson

         Telecopy No. (604) 277-8301

         with a copy to:

         Catalyst Corp. Finance Lawyers
         #1100 - 1055 West Hastings Street
         Vancouver, B.C.  V6E 2E9

         Attention: David Toyoda

         Telecopy No. (604) 443-7000

<PAGE>

         and:

         Davis Wright Tremaine LLP
         2600 Century Square
         1501 4th Ave
         Seattle, WA  98101

         Attention: Mr. William Pusch

         Telecopy No. (206) 628-7699

         If to the Agent to:

         Haywood Securities Inc.
         11th Floor Commerce Place
         400 Burrard Street
         Vancouver, B.C.  V6C 3A6

         Attention: Fabio Banducci

         Telecopy No. (604) 643-2305

         with a copy to:

         Getz Prince Wells
         1810-1111 West Georgia St.
         Vancouver, B.C.
         V6E 4M3

         Attention: Drew Wells

         Telecopy No. (604) 685-9798

Any such notice or other communication shall be deemed to have been given and
received on the day after being telecopied or upon delivery if delivered, or, if
such day is not a business day in the location where it is telecopied or
delivered, on the next following business day.

11.2     The covenants, representations and warranties of the Corporation
contained in this agreement and contained in any certificates or documents
submitted pursuant to or in connection with the transactions provided for
herein shall survive the closing of the purchase and sale of the Investor
Preferred Stock and the conversion thereof, and shall continue in full force
and effect. The Purchasers are entitled to rely on the representations and
warranties of the Corporation contained herein or in any certificates or
documents submitted pursuant to or in connection with the transactions
provided for herein, notwithstanding any investigation which the Agent, or
the Purchasers may undertake or which may be undertaken on the Agent's or the
Purchasers behalf.

<PAGE>

11.3     The Agent may waive in whole or in part any breach of, default
under or non-compliance with any representation, warranty, term or condition
of this agreement, or extend the time for compliance, without prejudice to
any of its rights in respect of any other representation, warranty, term or
condition of this agreement or any breach of, default under or non-compliance
with them, provided that any such waiver or extension shall be binding on the
Agent only if it is in writing.

11.4     If one or more of the provisions contained in this agreement is
determined to be invalid, illegal or unenforceable in any respect, such
provision shall either be severed from this agreement or this agreement shall
be construed as if such provision had never been contained in it.

11.5     This agreement may be executed in one or more counterparts, both of
which together shall constitute one and the same agreement.

11.6     This agreement, together with the Registration Rights Agreement
between the Agent and the Corporation relating to the Underlying Shares,
constitutes the entire agreement between the parties with respect to its
subject matter, and supersedes any prior agreements with respect thereto
between the Corporation and the Agent, including, without limitation, the
letter of intent between the Corporation and the Agent dated January 6, 2000.

11.7     This agreement shall be governed by and construed in accordance with
the laws of British Columbia and each of the parties hereby irrevocably
submits to the non-exclusive jurisdiction of the courts of British Columbia.

11.8     Time shall be of the essence hereof.

If this letter accurately reflects the terms of the transaction which the Agent
and the Corporation are to enter into, and if such terms are agreed to by the
Corporation, please communicate acceptance by executing two copies where
indicated below and delivering them to the Agent. Upon such execution and
delivery, this letter shall constitute a binding agreement between us.

Yours very truly,

HAYWOOD SECURITIES INC.


By:  /s/ Fabio Banducci
     -----------------------------
     Authorized Signatory

ACCEPTED AND AGREED to as of the 28th day of January, 2000.

MDU COMMUNICATIONS INTERNATIONAL, INC.


By:  /s/ Sheldon Nelson
     -----------------------------
     Authorized Signatory