Exhibit
      10.3

    


    THIS
      SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
      (THE “SECURITIES ACT”). THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, AGREES
      FOR THE BENEFIT OF THE COMPANY THAT THIS SECURITY MAY BE RESOLD, PLEDGED OR
      OTHERWISE TRANSFERRED ONLY PURSUANT TO AN EXEMPTION FROM REGISTRATION IN
      ACCORDANCE WITH RULE 144 (IF AVAILABLE) UNDER THE SECURITIES ACT, OR PURSUANT
      TO
      AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE
      IN
      ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
      STATES.

    


    No.
      W-____

    


    Warrant
      to Purchase 375,000 Shares of 

    Common
      Stock (subject to adjustment)

     

    WARRANT
      TO PURCHASE COMMON STOCK

    


    of

    


    MDU
      COMMUNICATIONS INTERNATIONAL, INC.

    


    This
      Warrant (the “Warrant”)
      is
      issued to __________________ or
      his,
      her or its permitted assigns (“Holder”)
      by MDU
      COMMUNICATIONS INTERNATIONAL, INC., a Delaware corporation (the “Company”),
      on
      June 30, 2008 (the “Warrant
      Issue Date”)
      for
      agreed upon consideration, receipt of which is hereby acknowledged.

    


    This
      Warrant is one of one or more Warrants of the same form and having the same
      terms as this Warrant entitling the holders initially to purchase up to an
      aggregate of 375,000 shares of Common Stock. In order to induce the Holder
      and
      the other Lenders to enter into that certain Amended and Restated Loan and
      Security Agreement dated as of June 30, 2008 by and among MDU Communications
      (USA) Inc. and the Lenders (including all annexes, exhibits and schedules
      thereto and as from time to time amended, restated, supplemented or otherwise
      modified the “Loan Agreement”). The Holder is entitled to certain benefits as
      set forth therein.

     

    1.  Purchase
      Shares.
      Subject
      to the terms and conditions hereinafter set forth, the Holder is entitled,
      upon
      surrender of this Warrant at the principal office of the Company (or at such
      other place as the Company shall notify the holder hereof in writing), to
      purchase from the Company up to 375,000 shares of common stock, par value $0.001
      per share (“Common
      Stock”),
      of
      the Company (the “ Warrant
      Share”)
      at the
      Exercise Price (defined below), subject to adjustment as provided in Section
      8
      hereof. 

     

    2.  Exercise
      Price.
      The
      purchase price for the Warrant Share shall be $0.60 per Warrant Share, as
      adjusted from time to time pursuant to Section 8 hereof (the “Exercise
      Price”).
      

     

    3.  Exercise
      Period.
      This
      Warrant may be exercised at any time after the date hereof until 5:00 p.m.,
      New
      York City time, June 30, 2013.

     

    4.
       Company's Obligation to Make Payments
      

    


    (a) The
      Company shall not declare, make or pay any dividend or other distribution,
      whether in cash, securities or other property, with respect to its Common Stock
      (a "Distribution") unless it concurrently makes a cash payment to the holder
      of
      this Warrant equal to the product of (1) the amount of cash plus the Fair Value
      of any property or securities distributed with respect to each outstanding
      share
      of Common Stock multiplied by (2) the number of shares of Common Stock then
      issuable upon exercise of this Warrant.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (b) Tag-Along Rights.
      Each
      holder of a Warrant shall have the right to tag along in the sale of any Common
      Stock by the Company, in accordance with the letter agreement addressed to
      each
      holder, and any assignee, transferee or successor, a copy of which is attached
      hereto and made a part hereof.

    


    (c) "Fair
      Value"
      for the
      purposes hereunder means the fair value of the appropriate security, property,
      assets, business or entity (taking into account the value to such business
      or
      entity of any covenant not to compete in favor thereof) as determined by an
      opinion of an independent investment banking firm of national reputation (which
      may be the firm regularly retained by the Company) selected by the Company
      and
      reasonably acceptable to the holder(s) of this Warrant or, (who, if more than
      one, shall agree among themselves by a two-thirds majority). In the case of
      any
      event which gives rise to a requirement to determine "Fair Value" pursuant
      to
      this Warrant, the Company shall be responsible for initiating the process by
      which Fair Value shall be determined as promptly as practicable, but in any
      event within thirty (30) days, following such event. Such investment banking
      firm shall determine the fair value of the security, property, assets, business
      or entity, as the case may be, in question and deliver its opinion in writing
      to
      the Company and to each such holder. The determination so made shall be
      conclusive and binding on the Company and such holders. The fees and expenses
      of
      any such determination made by such investment banking firm shall be borne
      by
      the Company. In determining Fair Value, no discount shall be imposed by reason
      of a minority ownership interest or the illiquidity of the stock interest being
      valued. The Fair Value of the Warrant Shares shall be determined (a) without
      regard to the fact that the Warrant Shares may constitute a minority ownership
      interest in a closely held corporation and (b) without taking into account
      any
      obligation of the Company to repurchase the Warrant or the Warrant Shares
      pursuant to the terms of this Warrant. Notwithstanding the foregoing, if the
      Company shall have effected a public offering of Common Stock and the Common
      Stock is traded on a public market, Fair Value means, with reference to the
      Warrant Shares, the Current Market Price (as defined below) of the Common Stock
      as of any date of determination. 

    


    5.  Method
      of Exercise.
      While
      this Warrant remains outstanding and exercisable in accordance with Section
      3
      above, the Holder may exercise, in whole or in part, the purchase rights
      evidenced hereby. Such exercise shall be effected by:

     

    (a)  the
      surrender of the Warrant, together with a duly executed copy of the form of
      Notice of Exercise attached hereto, to the Secretary of the Company at its
      principal offices set forth on the signature page hereof; and 

    


    (b)  the
      payment in the form of a certified or bank cashier’s check payable to the order
      of the Company in an amount equal to the Exercise Price multiplied by the number
      of Warrant Shares for which this Warrant is being exercised. At the option
      of
      such holder, payment of the Exercise Price may be made by deduction from the
      number of shares delivered upon exercise of the Warrant of a number of shares
      which has an aggregate Current Market Price on the date of exercise equal to
      the
      aggregate Exercise Price for all shares to be purchased pursuant to this
      Warrant. 

    


    (c)
       "Current Market Price"
      as to
      any security on any date specified herein means the average of the daily closing
      prices for the thirty (30) consecutive trading days before such date excluding
      any trades which are not bona fide arm's length transactions. Unless otherwise
      requested by the holder hereof, this Warrant shall be deemed to have been
      exercised and such certificate or certificates shall be deemed to have been
      issued, and the holder or transferee so designated in the Notice of Exercise
      shall be deemed to have become the holder of record of such shares for all
      purposes, as of the close of business on the date on which each of the Notice
      of
      Exercise, payment of the Exercise Price (unless a cashless exercise is being
      effected) and this Warrant are received by the Company.

     

    6.  Certificates
      for Shares.
      Upon
      the exercise of the purchase rights evidenced by this Warrant, one or more
      certificates for the number of Warrant Shares so purchased shall be issued
      as
      soon as practicable thereafter (with appropriate restrictive legends, if
      applicable), and in any event within six (6) business days of the delivery
      of
      the Notice of Exercise.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    7.  Issuance
      of Shares.
      The
      Company covenants that the Warrant Shares, when issued pursuant to the exercise
      of this Warrant, will be duly and validly issued, fully paid and nonassessable
      and free from all taxes, liens, and charges with respect to the issuance
      thereof.

     

    8.  Adjustment
      of Exercise Price and Kind and Number of Shares.
      The
      number and kind of securities purchasable upon exercise of this Warrant and
      the
      Exercise Price shall be subject to adjustment from time to time as
      follows:

     

    (a)  Subdivisions,
      Combinations and Other Issuances.
      If the
      Company shall at any time prior to the expiration of this Warrant (i) subdivide
      its Common Stock, by split-up or otherwise, or combine its Common Stock, or
      (ii)
      issue additional shares of its Common Stock or other equity securities as a
      dividend with respect to any shares of its Common Stock; the number of shares
      of
      Common Stock issuable on the exercise of this Warrant shall forthwith be
      proportionately increased in the case of a subdivision (by stock split, stock
      dividend or otherwise), or proportionately decreased in the case of a
      combination. Appropriate adjustments shall also be made to the Exercise Price
      payable per share, but the aggregate Exercise Price payable for the total number
      of Warrant Shares purchasable under this Warrant (as adjusted) shall remain
      the
      same. Any adjustment under this Section 8(a) shall become effective at the
      close
      of business on the date the subdivision or combination becomes effective, or
      as
      of the record date of such dividend, or in the event that no record date is
      fixed, upon the making of such dividend. In the event of a Dilutive Transaction
      (as defined below), the number of Warrant Shares thereafter purchasable upon
      exercise of each Warrant shall be determined by multiplying the number of shares
      of Common Stock theretofore purchasable upon exercise of such Warrant by a
      fraction, the numerator of which is shall be the fully-diluted number of shares
      of Common Stock outstanding immediately after such sale or issuance and the
      denominator of which shall be the fully-diluted number of shares of Common
      Stock
      outstanding immediately prior to such sale or issuance plus the number of shares
      of Common Stock which the aggregate consideration received for such sale or
      issuance would purchase at the greater of (i) the Exercise Price per share
      then
      in effect or (ii) the then Fair Value per share. “Aggregate consideration
      received” shall include the premium or other consideration to be paid upon the
      exercise or conversion of any security convertible into Common Stock.
      "Dilutive
      Transaction"
      shall
      mean any issuance by the Company (exclusive of issuances and transactions with
      current employees) after the Closing Date of shares of Common Stock (or Stock
      Purchase Rights or Convertible Securities that would permit the purchase of
      Common Stock) for a consideration less than the greater of (i) the Exercise
      Price per share then in effect or (ii) the then Fair Value per share. Within
      twenty (20) days after the receipt of such a notice, (i) the Company shall
      issue
      to the holder of this Warrant, for no additional consideration, additional
      warrants to acquire, at an exercise price equal to the proposed sale price
      of
      the shares being issued, a number of shares of Common Stock equal to the number
      of shares then being issued by the Company multiplied by such holder's
      percentage of the then total number of outstanding shares of Common Stock
      represented by the then outstanding Warrant and (ii) the holder of issued
      Warrant Shares shall have the right (but not the obligation) to inform the
      Company in writing that such holder elects to have issued to it, at the price
      equal to the proposed sale price of the other shares then being issued, a number
      of shares of Common Stock equal to the number of other shares then being issued
      multiplied by the percentage of the total number of outstanding shares of Common
      Stock represented by the issued warrant shares then held by the
      holder.

     

    (b)  Reclassification,
      Reorganization and Consolidation.
      In case
      of any reclassification, capital reorganization, or change in the Common Stock
      of the Company (other than as a result of a subdivision, combination, or stock
      dividend provided for in Section 8(a) above), then, as a condition of such
      reclassification, reorganization, or change, lawful provision shall be made,
      and
      duly executed documents evidencing the same from the Company or its successor
      shall be delivered to the Holder, so that the Holder shall have the right at
      any
      time prior to the expiration of this Warrant to purchase, at a total price
      equal
      to that payable upon the exercise of this Warrant (subject to adjustment of
      the
      Exercise Price as provided in Section 8), the kind and amount of shares of
      stock
      and other securities and property receivable in connection with such
      reclassification, reorganization, or change by a holder of the same number
      of
      shares of Common Stock as were purchasable by the Holder immediately prior
      to
      such reclassification, reorganization, or change. In any such case appropriate
      provisions shall be made with respect to the rights and interest of the Holder
      so that the provisions hereof shall thereafter be applicable with respect to
      any
      shares of stock or other securities and property deliverable upon exercise
      hereof, and appropriate adjustments shall be made to the purchase price per
      share payable hereunder, provided the aggregate Exercise Price shall remain
      the
      same.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (c)  Fundamental
      Transactions.
      If, at
      any time while this Warrant is outstanding, (1) the Company effects any merger
      or consolidation of the Company with or into another person or entity, (2)
      the
      Company effects any sale of all or substantially all of its assets in one or
      a
      series of related transactions, (3) any tender offer or exchange offer (whether
      by the Company or another person or entity) is completed pursuant to which
      holders of Common Stock are permitted to tender or exchange their shares for
      other securities, cash or property, or (4) the Company effects any
      reclassification of the Common Stock or any compulsory share exchange pursuant
      to which the Common Stock is effectively converted into or exchanged for other
      securities, cash or property (in any such case, a “Fundamental
      Transaction”),
      then
      the Holder shall have the right to purchase and receive upon the basis and
      upon
      the terms and conditions herein specified and in lieu of the Warrant Shares
      immediately theretofore issuable upon exercise of the Warrant, such shares
      of
      stock, securities or assets (including cash) as would have been issuable or
      payable with respect to or in exchange for a number of Warrant Shares equal
      to
      the number of Warrant Shares immediately theretofore issuable upon exercise
      of
      the Warrant, had such Fundamental Transaction not taken place. 

     

    (d)  Notice
      of Adjustment.
      When
      any adjustment is required to be made in the number or kind of shares
      purchasable upon exercise of the Warrant, or in the Exercise Price, the Company
      shall promptly notify the holder of such event and of the number of shares
      of
      Common Stock or other securities or property thereafter purchasable upon
      exercise of this Warrant.

     

    (e)  Issuance
      of New Warrant.
      Upon
      the occurrence of any of the events listed in this Section 8 that results in
      an
      adjustment of the type, number or exercise price of the securities underlying
      this Warrant, the Holder shall have the right to receive a new warrant
      reflecting such adjustment upon the Holder tendering this Warrant in exchange.
      The new warrant shall otherwise have terms identical to this
      Warrant.

     

    9.  Covenants
      and Conditions.
      

     

    (a)  No
      Impairment.
      Pursuant to the terms and conditions of this Warrant, Company shall: (i) reserve
      an appropriate number of shares of Company’s Common Stock to facilitate the
      issuance of shares to Holder pursuant to this Warrant, (ii) not take any action
      that would materially impair Company’s ability to comply with the terms of the
      Warrant, and (iii) provide Holder with at least ten (10) days prior written
      notice of the record date for any proposed dividend or distribution by the
      Company.

      

    (b)  Registration
      Rights Agreement.
      The
      Company and the Holder shall enter into a Registration Rights Agreement (the
      “Registration
      Rights Agreement”)
      simultaneously with the execution of the Warrant on terms mutually agreeable
      to
      both parties.

     

    10.  No
      Fractional Shares or Scrip.
      No
      fractional shares or scrip representing fractional shares shall be issued upon
      the exercise of this Warrant, but in lieu of such fractional shares the Company
      shall make a cash payment therefor on the basis of the Exercise Price then
      in
      effect, unless such cash payment is less than one dollar ($1.00). 

     

    11.  No
      Stockholder Rights.
      Prior
      to exercise of this Warrant, the Holder shall not be entitled to any rights
      of a
      stockholder with respect to the shares of Common Stock issuable on the exercise
      hereof, including (without limitation) the right to vote such shares of Common
      Stock, receive dividends or other distributions thereon, exercise preemptive
      rights or be notified of stockholder meetings, and such holder shall not be
      entitled to any notice or other communication concerning the business or affairs
      of the Company. However, nothing in this Section 11 shall limit the right of
      the
      Holder to be provided the notices required under this Warrant.

     

    12.  Successors
      and Assigns.
      The
      terms and provisions of this Warrant shall inure to the benefit of, and be
      binding upon, the Company and the Holder and their respective successors and
      assigns.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    13.  Amendments
      and Waivers.
      Any
      term of this Warrant may be amended and the observance of any term of this
      Warrant may be waived (either generally or in a particular instance and either
      retroactively or prospectively), with the written consent of the Company and
      the
      Holder. Any waiver or amendment effected in accordance with this Section 13
      shall be binding upon each holder of any shares of Common Stock purchased under
      this Warrant at the time outstanding (including securities into which such
      shares have been converted), each future holder of all such Shares, and the
      Company.

     

    14.  Notices.
      Any
      notice, demand or other communication which any party hereto may be required,
      or
      may elect, to give to anyone interested hereunder shall be sufficiently given
      if
      delivered via fax, personally or by nationally recognized overnight courier
      service or sent by registered or certified mail, return receipt requested,
      addressed to such address as may be given herein, and, except as otherwise
      noted
      herein, must be addressed as follows:

     

        if
      to the Company, to:

     

        MDU
      Communications International, Inc.

        60-D
      Commerce Way

        Totowa,
      New Jersey 07512

        Attn:
      Sheldon Nelson

        Facsimile:
      (973) 237-9499

     

    if
      to the
      Holder, to the Holder’s address as set forth on the Holder's signature page to
      the Purchase Agreement, marked for attention as there indicated,

     

    or
      to
      such other address as the party to whom notice is to be given may have furnished
      to the other parties in writing in accordance with the provisions of this
      Section 14. Any such notice or communication will be deemed to have been
      received: (A) in the case of facsimile, e-mail or personal delivery, on the
      date
      of such delivery; (B) in the case of nationally-recognized overnight courier,
      on
      the next business day after the date sent; and (C) if by registered or certified
      mail, on the third business day following the date postmarked.

     

    15.  Attorneys’
      Fees.
      If any
      action of law or equity is necessary to enforce or interpret the terms of this
      Warrant, the prevailing party shall be entitled to its reasonable attorneys’
fees, costs and disbursements in addition to any other relief to which it may
      be
      entitled.

     

    16.  Captions.
      The
      section and subsection headings of this Warrant are inserted for convenience
      only and shall not constitute a part of this Warrant in construing or
      interpreting any provision hereof.

     

    17.  Governing
      Law.
      This
      Warrant shall be governed by the laws of the State of New York, without regard
      to the provisions thereof relating to conflict of laws.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, MDU Communications International, Inc. caused this Warrant
      to be executed by an officer thereunto duly authorized.

    


    
      	
               

            	 	
              MDU
                COMMUNICATIONS INTERNATIONAL, INC.

            
	
               

            	 	 	
                

            
	
              Date: ______________________

            	 	
              By:
                

            	 
	 	 	 	
              Sheldon
                Nelson

            
	
               

            	 	 	
              President
                and Chief Executive Officer

            


    

       

    
      	
              Attest:

            
	 	 
	
              By: ______________________________________

            
	
              Name: ___________________________________

            
	
              Title: ____________________________________

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	(a)	
              NOTICE
                OF EXERCISE

            


    

     

    
      	
            	To:	
              MDU
                Communications International, Inc.

            


    

    
      	
            	Attn:	
              Corporate
                Secretary

            


    

    


    The
      undersigned hereby elects to:

     

    Purchase
      _________________ shares of Common Stock of MDU Communications
      International, Inc., pursuant to the terms of the attached Warrant and payment
      of the Exercise Price per share required under such Warrant accompanying this
      notice.

     

    The
      undersigned hereby represents and warrants that the undersigned is acquiring
      such shares for its own account for investment purposes only, and not for resale
      or with a view to distribution of such shares or any part thereof.

    


    HOLDER:

    


    
      	
              By:______________________________________________

            
	 	 
	
              By:______________________________________________

            


    

    


    Address:

    


    Date: 
        

    


    Name
      in
      which shares should be registered:



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    TAG-ALONG
      RIGHTS AGREEMENT

    


    To
      Each
      Holder of a Warrant to Purchase Common Stock of MDU Communications
      International, Inc. and all Assignees, Transferees and Successors of such
      Holder:

    


    Reference
      is made to the Warrants to Purchase Common Stock of MDU Communications
      International, Inc (the "Warrant(s)") issued pursuant to the Amended and
      Restated Loan and Security Agreement between MDU Communications (USA), Inc.
      and
      ______________________ dated as of June 30, 2008. All capitalized terms used
      in
      this agreement which are defined in the Warrants are used as defined in the
      Warrants unless the context otherwise requires.

    


    The
      undersigned, MDU Communications International, Inc., a Delaware corporation
      ("MDUC"), warrants, covenants and agrees with the holders of the Warrants,
      their
      assignees, transferees and successors (the "Warrantholders") as
      follows:

    


    If
      the
      undersigned proposes any sale (other than pursuant to a public offering) (a
      "Sale") of Common Stock ("Common Stock") (or any securities convertible into
      or
      exercisable or exchangeable for Common Stock), that in total exceeds thirty
      (30%) of the then issued and outstanding number of shares of Common Stock,
      then
      it shall permit each Warrantholder to participate as a seller in such
      transaction such that such Warrantholder exercising his or its right of co-sale
      hereunder shall be entitled to sell a percentage of the Warrants which, if
      exercised, would equal one share of Common Stock that the proposed purchaser
      (a
      "Proposed Purchaser") is willing to acquire in the transaction, times his or
      its
      respective percentage ownership, immediately prior to the sale, of all
      outstanding common stock of all classes (assuming for purposes hereof full
      exercise of all options, warrants and rights to acquire Common Stock of any
      class, including, without limitation, the Warrants).

    


    (a) The
      undersigned shall give each Warrantholder written notice of a proposed Sale
      of
      Common Stock not less than 15 days before such Sale is to take place. The notice
      ("Sale Notice") shall set forth:

    


    (i) the
      name
      and address of the Proposed Purchaser,

    


    (ii) the
      name
      and address of each Warrantholder as shown on the records of the Company, the
      number of Warrants held by each Warrantholder, and the number of shares of
      Common Stock underlying each such Warrant,

    


    (iii) the
      number of shares of Common Stock proposed to be transferred and the number
      of
      shares issuable upon conversion, exercise or exchange of any other securities
      to
      be transferred by the undersigned,

    


    (iv) the
      proposed amount and form of consideration and terms and conditions of payment
      offered by such Proposed Purchaser, and

    


    (v) the
      signed agreement of the Proposed Purchaser acknowledging that he or it has
      been
      informed of this letter agreement and has agreed to purchase Warrants in
      accordance with the terms hereof.

    


    (b) The
      tag-along rights provided in this agreement may be exercised by any
      Warrantholder (an "Electing Warrantholder") by delivery of a written notice
      (the
      "Tag-Along-Notice") to the undersigned (with a copy to each other Warrantholder)
      within 30 days after receipt of the Sale Notice. The Tag-Along Notice shall
      state the number of Warrants which the Warrantholder wishes to include in such
      sale to the Proposed Purchaser.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    (c) The
      Proposed Purchaser shall purchase from each Electing Warrantholder the number
      of
      Warrants (or portion thereof) which, if exercised, would be equal to the number
      of shares of Common Stock derived by multiplying (x) the number of shares of
      Common Stock plus the number of shares issuable upon conversion, exercise or
      exchange of any other securities to be purchased by the Proposed Purchaser
      by a
      fraction (y) the numerator of which is the number of shares of Common Stock
      such
      Electing Warrantholder wishes to transfer and the denominator of which is the
      total number of underlying shares of all outstanding and Common Stock (assuming
      for purposes hereof full exercise of all options, warrants and rights to acquire
      Common Stock of any class, including, without limitation, the
      Warrants).

    


    (d) Any
      Warrants purchased from the Warrantholders pursuant to this agreement shall
      be
      purchased at the same price per share (less the Warrant Exercise Price) and
      otherwise on the same terms and conditions as the proposed Sale (it being
      understood and agreed that such terms and conditions do not include the making
      of any representations and warranties, indemnities or other similar Agreements
      other than representations, warranties and indemnities as to the ownership
      of
      such Warrants and the due authority to sell such Warrants).


    


    
      	
              MDU
                COMMUNICATIONS INTERNATIONAL, INC.

            
	 	 
	
              By:

            	 
	 	
              Sheldon
                Nelson

            
	 	
              President
                and Chief Executive
                Office