Exhibit
      10.2

    


    REGISTRATION
      RIGHTS AGREEMENT

     

    This
      REGISTRATION
      RIGHTS AGREEMENT
      (this
“Agreement”)
      is
      made as of the date of the signature of the Company set forth on the signature
      pages hereto, by and among
      MDU COMMUNICATIONS INTERNATIONAL, INC., a
      Delaware corporation, with its principal offices at 60-D Commerce Way, Totowa,
      New Jersey 07512 (including its wholly-owned subsidiary, MDU Communications
      (USA) Inc., as more fully described below, the “Company”),
      and
      each person identified as a Holder on the signature pages hereto (collectively,
      the “Holders”).
      All
      terms used herein but not defined herein shall have the meaning given to them
      in
      the Purchase Agreement (as defined below).

     

    WITNESSETH:

     

    WHEREAS,
      the Company and the Holders have entered into a Warrant to Purchase Common
      Stock
      dated as of June 30, 2008, providing, among other things, for the right of
      the
      Holders to acquire for each (1) warrant (1) share (each a “Share,”
      collectively, the “Shares”)
      of the
      Company’s common stock, par value $0.001 per share (the “Common
      Stock”),
      at an
      exercise price of $0.60 per share (each a “Warrant,”
      collectively the “Warrants”);
      and

    


    WHEREAS,
      it is a condition to the closing of the Amended and Restated Loan and Security
      Agreement between Holder and MDU Communications (USA) Inc. dated as of even
      date
      herewith that the Company execute and deliver this Agreement and provide for
      the
      registration rights set forth herein.

    


    NOW,
      THEREFORE, the parties, in consideration of the mutual covenants and agreements
      hereinafter set forth, and other good and valuable consideration, the receipt
      and sufficiency of which are hereby acknowledged, hereby agree as
      follows:

     

    SECTION
      1

     

    DEFINITIONS

     

    For
      purposes of this Agreement the following terms shall be defined as
      follows:

     

    The
      term
      the “Exchange
      Act”
means
      the Securities Exchange Act of 1934, as amended.

     

    The
      terms
“register,” “registered”
      and
“registration”
      refer to
      a registration effected by preparing and filing a registration statement or
      statements or similar documents in compliance with the Securities Act and
      pursuant to Rule 415 under the Securities Act or any successor rule providing
      for offering securities on a continuous basis (“Rule
      415”),
      and
      the declaration or ordering of effectiveness of such registration statement
      or
      document by the SEC.

     

    The
      term
“Registrable
      Securities”
      means
      the Warrants and any securities issued or issuable in respect thereof in
      connection with, among other things, a dividend, distribution or split,
      recapitalization, merger, consolidation, any reorganization or other
      distribution with respect to or in exchange for or in replacement of the and
      the
      shares of Common Stock issued upon the exercise of the Warrants (the
“Warrant
      Shares”).

     

    The
      term
“Registration
      Statement”
      means
      any registration statement or comparable document of the Company under the
      Securities Act through which a public sale or distribution of the Company's
      securities may be registered (except a form exclusively for the sale or
      distribution of securities in connection with an employee or consultant stock
      option or purchase plan or for use exclusively in connection with a business
      combination), the prospectus contained therein and all amendments and
      supplements to such Registration Statement, including post-effective amendments,
      all exhibits and all material incorporated by reference in such Registration
      Statement.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    The
      term
      the “Securities
      Act”
means
      the Securities Act of 1933, as amended.

     

    SECTION
      2

     

    REGISTRATION
      RIGHTS

     

    2.1 Shelf
      Registration.

     

    (a) Holder
      and Company agree that the issuance of the Warrant and Warrant Shares to Holder
      is pursuant to a private placement transaction. Upon demand by Holder of the
      Warrant, the Company shall prepare and file a Registration Statement on a form
      that shall (A) be available for the sale of the Registrable Securities by the
      selling Holders thereof and (B) comply as to form with the requirements of
      the
      applicable form on which such Registration Statement is filed and include all
      financial statements required by the SEC to be filed therewith (“Shelf
      Registration”)
      with
      the SEC to provide for the offer and sale of the Registrable Securities within
      [redacted] of such demand and shall cause the Shelf Registration to become
      effective under the Act no later than the earlier of [redacted] following the
      date on which the Company is notified by the SEC that such Shelf Registration
      will not be reviewed or is no longer subject to further review and comments
      (“Effective
      Date”).

     

    (b)
      In
      the
      event the Shelf Registration is not declared effective by the Effective Date,
      the Company shall promptly, but no later than ten (10) days from the Effective
      Date, issue to the Holder, any designee or assignee thereof, or each then holder
      of the Registrable Securities (“Holder”)
      a
      number of shares of Common Stock equal to [redacted] of the sum of the number
      of
      Common Stock issuable upon exercise of the Warrants issued to the Holder. In
      addition, for each thirty (30) day period (each such period consisting of thirty
      consecutive days) after the Effective Date that the Shelf Registration has
      not
      been declared effective (each a “Default
      Period”),
      the
      Company shall be obligated to issue to the Holder (or any assignee thereof)
      a
      number of shares of Common Stock equal to [redacted] of the sum of the number
      of
      (x) shares of Common Stock issuable upon exercise of the Warrants issued to
      the
      Holder and (y) the number of Liquidated Damages Shares (as defined below)
      issuable pursuant to this Section 2.1(b) prior to the date of determination.
      Any
      issuances of Common Stock the Company is obligated to make for subsequent
      Default Periods shall be made no later than ten (10) days from the last day
      of
      such Default Period. Each share of Common Stock issued pursuant to this Section
      2.1(b) shall be hereinafter referred to as a “Liquidated
      Damages Share.”
      

     

    (c)
      Notwithstanding
      the foregoing, the Company’s obligation to issue the Liquidated Damages Shares
      in connection therewith shall cease one (1) year from the date hereof so long
      as
      the Company has remained current, and remains current for at least one (1)
      contiguous year thereafter, with respect to all of its filings required under
      to
      the Exchange Act (the “Filings”).
      Further, should the Company not be listed on any securities exchange at the
      time
      of the demand, it shall incur no liability for Liquidated Damages Shares.


    


    (d)
      The
      Holder may demand the Company register such Registrable Securities at any time
      and up to three times in total, provided however that all such costs incurred
      in
      connection with such Registration shall be borne as follows: (i) the expenses
      for the first demand shall be borne by the Company except to the extent such
      demand occurs within one (1) year from the date hereof , in which case the
      expenses shall be borne by the Holder; (ii) the expenses for the demands after
      the first year following the date hereof shall be borne by the Holder except
      to
      the extent Holder bore the expenses for a demand in the first year following
      the
      date hereof, in which case Company shall bear the cost for the second demand
      and
      Holder shall bear the cost for the third demand.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    2.2  Piggyback
      Registration.
      From and
      after the Closing Date and until such time as the Registrable Securities are
      freely saleable under Rule 144 promulgated under the Securities Act without
      volume limitations, if the Company shall determine to proceed with the
      preparation and filing of a Registration Statement in connection with the
      proposed offer and sale of any of its securities by it or any of its security
      holders (other than a registration statement on Form S-4, S-8 or other
      limited purpose form), the Company will give written notice of its determination
      to all record holders of the Registrable Securities. Upon receipt of a written
      request from any such holder within thirty (30) days after receipt of any such
      notice from the Company, the Company will, except as herein provided, cause
      all
      the Registrable Securities owned by such holders to be included in such
      Registration Statement, all to the extent requisite to permit the sale or other
      disposition by the prospective seller or sellers of the Registrable Securities
      to be so registered. If any registration pursuant to this Section 2.2 shall
      be underwritten in whole or in part, the Company may require that the
      Registrable Securities requested for inclusion pursuant to this Section 2.2
      be included in the underwriting on the same terms and conditions as the
      securities otherwise being sold through the underwriters. The obligation of
      the
      Company under this Section 2.2 shall be unlimited as to the number of
      Registration Statements to which it applies.

     

    SECTION
      3

     

    REGISTRATION
      PROCEDURES

     

    If
      and
      whenever the Company is required by the provisions of Sections 2.1 or 2.2
      to effect the registration of Registrable Securities under the Securities Act,
      the Company will:

     

    3.1  use
      its
      best efforts to cause such a Registration Statement to become and remain
      effective for a period of two (2) years; provided,
      however,
      that
      any Registration Statement filed pursuant to Section 2.2 may be kept effective
      for such lesser period of time until which all Registrable Securities included
      thereunder are freely salable (without restriction, except with regard to
      Registrable Securities held by persons deemed to be “affiliates” of the Company)
      under Rule 144, if applicable.

     

    3.2  prepare
      and file with the SEC such amendments to such Registration Statement and
      supplements to the prospectus contained therein as may be necessary to keep
      such
      Registration Statement effective for the period of time described in paragraph
      (a) above.

     

    3.3  furnish
      to the security holders participating in such registration and to the
      underwriters of the securities being registered such reasonable number of copies
      of such Registration Statement, preliminary prospectus, final prospectus and
      such other documents as such underwriters may reasonably request in order to
      facilitate the public offering of such securities;

     

    3.4  use
      its
      best efforts to register or qualify the securities covered by the Registration
      Statement under such state securities or blue sky laws of such jurisdictions
      as
      such participating holders may reasonably request in writing within twenty
      (20)
      days following the original filing of such Registration Statement, except that
      the Company shall not for any purpose be required to execute a general consent
      to service of process or to qualify to do business as a foreign corporation
      in
      any jurisdiction wherein it is not so qualified;

     

    3.5  in
      the
      event that a registration involves an underwritten offering, enter into and
      perform its obligations under an underwriting agreement, in usual and customary
      form, including, without limitation, customary indemnification and contribution
      obligations, with the managing underwriter or such offering; 

     

    3.6  notify
      the security holders participating in such registration, promptly after it
      shall
      receive notice thereof, of the time when the Registration Statement has become
      effective or a supplement to any prospectus forming a part of the Registration
      Statement has been filed;

     

    3.7  notify
      such holders promptly of any request by the SEC for the amending or
      supplementing the Registration Statement or prospectus or for additional
      information;

     

    3.8  notify
      such holders promptly of the Company’s reasonable determination that a
      post-effective amendment to a Registration Statement or prospectus would be
      appropriate;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    3.9  prepare
      and file with the SEC, promptly upon the request of any such holders, any
      amendments or supplements to the Registration Statement or prospectus which,
      in
      the opinion of counsel for such holders (and concurred in by counsel for the
      Company), is required under the Securities Act or the rules and regulations
      thereunder in connection with the distribution of the Registrable
      Shares;

     

    3.10  prepare
      and promptly file with the SEC and promptly notify such holders of the filing
      of
      such amendment or supplement to the Registration Statement or prospectus as
      may
      be necessary to correct any statements or omissions if, at the time when a
      prospectus relating to such securities is required to be delivered under the
      Securities Act, any event shall have occurred as the result of which any such
      prospectus or any other prospectus as then in effect would include an untrue
      statement of a material fact or omit to state any material fact necessary to
      make the statements therein, in the light of the circumstances in which they
      were made, not misleading;

     

    3.11  advise
      such holders, promptly after it shall receive notice or obtain knowledge
      thereof, of the issuance of any stop order by the SEC suspending the
      effectiveness of the Registration Statement or the initiation or threatening
      of
      any proceeding for that purpose and promptly use its best efforts to prevent
      the
      issuance of any stop order or to obtain its withdrawal if such stop order should
      be issued;

     

    3.12  at
      the
      request of holders of a majority of the Registrable Securities included in
      the
      Registration Statement, furnish to the underwriters on the date that the
      Registrable Securities are delivered to underwriters for sale in connection
      with
      a registration pursuant to this Agreement (i) an opinion, dated such date,
      of
      the counsel representing the Company for the purposes of such registration,
      in
      form and substance as is customarily given to underwriters in an underwritten
      public offering, addressed to the underwriters and (ii) a letter dated such
      date, from the independent certified accountants of the Company, in form an
      substance as is customarily given by independent certified public accountants
      to
      underwriters in an underwritten public offering, addressed to the
      underwriters;

     

    3.13  make
      available for inspection by any underwriters participating in an offering
      covering Registrable Securities, and the counsel, accountants or other agents
      retained by any such underwriter, all pertinent financial and other records,
      corporate documents, and properties of the Company, and cause the Company's
      officers, directors and employees to supply all information reasonably requested
      by any such underwriters in connection with such offering;

     

    3.14  if
      the
      Common Stock is then listed on a national securities exchange, cause the
      Registrable Securities to be listed on such exchange, or if reported on NASDAQ,
      to be reported on NASDAQ; 

     

    3.15  provide
      a
      transfer agent and registrar, which may be a single entity, for the Registrable
      Securities not later than the effective date of the Registration Statement
      in
      which Registrable Securities are included; and

     

    3.17  comply
      with all applicable rules and regulations of the Commission and make generally
      available to its security holders earning statements satisfying the provisions
      of Section 11(a) of the Securities Act and Rule 158 thereunder no later than
      forty five (45) days after the end of any twelve (12) month period (or ninety
      (90) days after the end of any twelve (12) month period if such period is a
      fiscal year) commencing on the first day of the first fiscal quarter of the
      Company, after the effective date of the Shelf Registration Statement, which
      statements shall cover said twelve (12) month period.

     

    SECTION
      4

     

    EXPENSES

     

    With
      respect to each inclusion of Registrable Securities in a Registration Statement
      pursuant to Sections 2.1 and 2.2 hereof, the fees, costs and expenses of
      registration to be borne by the Company (except as set forth in Section 2.1(c)
      shall include, all registration, filing, and NASD fees; printing expenses,
      fees
      and disbursements of counsel and accountants for the Company; all legal fees
      and
      disbursements and other expenses of complying with state securities or blue
      sky
      laws of any jurisdictions in which the securities to be offered are to be
      registered and qualified. Fees and disbursements of counsel and accountants
      for
      the selling security holders shall be borne by the selling security holders,
      and
      security holders participating in such registration shall bear their pro rata
      share of the underwriting discounts and commissions and transfer
      taxes.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SECTION
      5

     

    CERTAIN
      OBLIGATIONS OF HOLDERS

     

    Each
      Holder agrees that, upon receipt of any notice from the Company of the happening
      of (i) any event of the kind described in 3.6, 3.7, 3.8, 3.10 or 3.11 hereof,
      or
      (ii) a determination by the Company’s Board of Directors that it is advisable to
      suspend use of the prospectus for a discrete period of time due to pending
      corporate developments such as negotiation of a material transaction which
      the
      Company, in its sole discretion after consultation with legal counsel,
      determines it would be obligated to disclose in the Shelf Registration, which
      disclosure the Company believes would be premature or otherwise inadvisable
      at
      such time or would have a material adverse effect on the Company and its
      stockholders, such Holder will forthwith discontinue disposition of such
      Registrable Securities covered by the Shelf Registration or prospectus until
      such Holder’s receipt of the copies of the supplemented or amended prospectus
      contemplated by Section 3.2 hereof, or until such Holder is advised in writing
      by the Company that the use of the applicable prospectus may be resumed, and
      has
      received copies of any additional or supplemental filings that are incorporated
      or deemed to be incorporated by reference in such prospectus. The period of
      time
      in which the use of a prospectus or Shelf Registration is so suspended shall
      be
      referred to as a “Black-Out
      Period.”
The
      Company agrees to so advise such Holder promptly of the commencement and
      termination of any such Black-Out Period, and the Holder agrees to keep the
      fact
      of such Black-Out Period confidential. The Company shall not impose a Black-Out
      Period under this Section 5 for more than thirty (30) consecutive days and
      not
      more than twice in any given twelve (12) month period; provided,
      that at
      least ninety (90) days must pass between Black-Out Periods. Notwithstanding
      the
      foregoing, the Company may suspend the effectiveness of any Shelf Registration
      if the Commission rules and regulations prohibit the Company from maintaining
      the effectiveness of a Shelf Registration because its financial statements
      are
      stale at a time when its fiscal year has ended or it has made an acquisition
      reportable under Item 2 of Form 8-K or any other similar situation until the
      earliest time in which the SEC would allow the Company to re-effect a Shelf
      Registration (provided that the Company shall use its reasonable best efforts
      to
      cure any such situation as soon as possible so that the Shelf Registration
      can
      be made effective at the earliest possible time).

     

    SECTION
      6

     

    INDEMNIFICATION.

     

    6.1  The
      Company will indemnify and hold harmless each holder of Registrable Securities
      which are included in a Registration Statement pursuant to the provisions of
      Sections 2.1 and 2.2 hereof, such Holder’s directors and officers, and any
      underwriter (as defined in the Securities Act) for such holder and each person,
      if any, who controls such holder or such underwriter within the meaning of
      the
      Securities Act, from and against, and will reimburse such holder and each such
      underwriter and controlling person with respect to, any and all loss, damage,
      liability, cost and expense to which such holder or any such underwriter or
      controlling person may become subject under the Securities Act or otherwise,
      insofar as such losses, damages, liabilities, costs or expenses are caused
      by
      any untrue statement or alleged untrue statement of any material fact contained
      in a Registration Statement, any prospectus contained therein or any amendment
      or supplement thereto, or arise out of or are based upon the omission or alleged
      omission to state therein a material fact required to be stated therein or
      necessary to make the statements therein, in light of the circumstances in
      which
      they were made, not misleading; provided, however, that the Company will not
      be
      liable in any such case to the extent that any such loss, damage, liability,
      cost or expenses arises out of or is based upon an untrue statement or alleged
      untrue statement or omission or alleged omission so made in conformity with
      written information furnished by such holder, such underwriter or such
      controlling person specifically for use in the preparation thereof.  
        

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    6.2  Each
      holder of Registrable Securities included in a registration pursuant to the
      provisions of Sections 2.1 and 2.2 hereof will indemnify and hold harmless
      the Company, its directors and officers, any controlling person and any
      underwriter from and against, and will reimburse the Company, its directors
      and
      officers, any controlling person and any underwriter with respect to, any and
      all loss, damage, liability, cost or expense to which the Company or any
      controlling person and/or any underwriter may become subject under the
      Securities Act or otherwise, insofar as such losses, damages, liabilities,
      costs
      or expenses are caused by any untrue statement or alleged untrue statement
      of
      any material fact contained in the Registration Statement, any prospectus
      contained therein or any amendment or supplement thereto, or arise out of or
      are
      based upon the omission or alleged omission to state therein a material fact
      required to be stated therein or necessary to make the statements therein,
      in
      light of the circumstances in which they were made, not misleading, in each
      case
      to the extent, but only to the extent, that such untrue statement or alleged
      untrue statement or omission or alleged omission was so made in reliance upon
      and in strict conformity with written information furnished by or on behalf
      of
      such holder specifically for use in the preparation thereof and provided
      further, that the maximum amount that may be recovered from any holder shall
      be
      limited to the net amount of proceeds received by such holder from the sale
      of
      the Registrable Securities.

     

    6.3  Promptly
      after receipt by an indemnified party under this Section 6 of a notice of the
      commencement of any action (including any governmental action) such indemnified
      party will, if a claim in respect thereof is to be made against any indemnifying
      party hereunder, deliver to the indemnifying party a written notice of the
      commencement thereof. The failure to deliver written notice to the indemnifying
      party within a reasonable time of the commencement of any such action shall
      relieve such indemnifying party of any liability to the indemnified party under
      this Section 6 only to the extent prejudicial to its ability to defend such
      action, but the omission so to deliver written notice to the indemnifying party
      will not relieve it of any liability that it may have to an indemnified party
      otherwise than under this Agreement. The indemnifying party shall have the
      right
      to participate in, and, to the extent the indemnifying party so desires, jointly
      with any other indemnifying party similarly noticed, to assume control of the
      defense thereof with counsel mutually satisfactory to the parties; provided,
      however,
      that an
      indemnified party shall have the right to retain its own counsel, with the
      reasonable fees and expenses to be paid by the indemnifying party, if in the
      reasonable determination of counsel for the indemnifying party, representation
      of such indemnified party by the counsel obtained by the indemnifying party
      would be inappropriate due to actual or potential conflicting interests between
      such indemnified party and any other party represented by such counsel in such
      proceeding. After notice from the indemnifying party to such indemnified party
      of its election so to assume the defense thereof, the indemnifying party will
      not be liable to such indemnified party pursuant to the provisions of paragraph
      6.1 or 6.2 above for any legal or other expense subsequently incurred by such
      indemnified party in connection with the defense thereof other than reasonable
      costs of investigation, unless (i) the indemnified party shall have
      employed counsel in accordance with the provisions of the preceding sentence,
      (ii) the indemnifying party shall not have employed counsel reasonably
      satisfactory to the indemnified party to represent the indemnified party within
      a reasonable time after the notice of the commencement of the action or
      (iii) the indemnifying party has authorized in writing the employment of
      counsel for the indemnified party at the expense of the indemnifying
      party.

    


    SECTION
      7

     

    ADDITIONAL
      RIGHTS AND OBLIGATIONS

     

    7.1  Contribution.
      To the
      extent any indemnification by an indemnifying party is prohibited or limited
      by
      law, the indemnifying party agrees to make the maximum contribution with respect
      to any amounts for which it would otherwise be liable under Section 6 hereof
      to
      the extent permitted by law, provided that (i) no contribution shall be made
      under circumstances where the maker would not have been liable for
      indemnification pursuant to the provisions of Section 6 hereof, (ii) no seller
      of Registrable Securities guilty of fraudulent misrepresentation (within the
      meaning of Section 11(f) of the Securities Act) shall be entitled to
      contribution from any seller of Registrable Securities who was not guilty of
      such fraudulent misrepresentation, and (iii) contribution by any seller of
      Registrable Securities shall be limited to the net amount of proceeds received
      by such seller from the sale of such Registrable Securities.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    7.2  Assignable
      Rights.
      The
      rights with respect to the Registrable Securities under this Agreement shall,
      in
      addition to being for the benefit of the parties hereto, be for the benefit
      of
      and enforceable by a transferee of the Registrable Securities. The obligations
      of the Company contained in this Agreement shall be binding upon any successor
      to the Company and continue to be in effect with respect to any securities
      issued by any successor to the Company in substitution or exchange for any
      Registrable Securities.

     

    7.3  Reports
      Under Securities Exchange Act.
      With a
      view to making available to the holders of Registrable Securities the benefits
      of SEC Rule 144 and any other rule or regulation of the SEC that may at any
      time
      permit the holders of the Registrable Securities to sell securities of the
      Parent to the public without registration, the Company agrees to:

     

    (a)  make
      and
      keep public information available, as those terms are understood and defined
      in
      SEC Rule 144, at all times;

     

    (b)  file
      with
      the SEC in a timely manner all reports and other documents required of the
      Company under the Securities Act and the Exchange Act; and

     

    (c)  furnish
      to each holder of Registrable Securities, forthwith upon request (i) a
      written statement by the Company that it has complied with the reporting
      requirements of SEC Rule 144, the Securities Act and the Exchange Act, (ii)
      a
      copy of the most recent annual or quarterly report of the Company and such
      other
      reports and documents so filed by the Company and (iii) such other information
      as may be reasonably requested in availing the holders of any Registrable
      Securities of any rule or regulation of the SEC which permits the selling of
      any
      such securities without registration.

    


    SECTION
      8

     

    MISCELLANEOUS
      PROVISIONS

     

    8.1  Waivers
      and Amendments.
      Except
      as expressly provided herein, neither this Agreement nor any term hereof may
      be
      amended or waived except pursuant to a written instrument executed by the
      Company and the Holders that hold at least two-thirds (662⁄3%) of the Registrable
      Securities held by all Holders. Any amendment or waiver effected in accordance
      with this paragraph shall be binding upon all Holders and the Company. The
      failure of any party to exercise any right or remedy under this Agreement or
      otherwise, or the delay by any party in exercising such right or remedy, shall
      not operate as a waiver thereof.

     

    8.2  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; provided, however, that
      notices with respect to Sections 3.6, 3.7 and 3.8 hereof may be delivered via
      email; 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 any
      Holder, to the address shown on such Holder’s signature page hereto, 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 8.2. Any such notice or communication will be deemed to have been
      received: (A) in the case of facsimile, email 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.

     

    8.3  Descriptive
      Headings and References.
      The
      descriptive headings herein have been inserted for convenience only and are
      not
      deemed to limit or otherwise affect the construction of any provisions
      hereof.

     

    8.4  Applicable
      Law; Jurisdiction.
      This
      Agreement shall be governed by and construed under the internal laws of the
      State of New York without regard to conflict of law rules. The parties hereby
      submit to the exclusive jurisdiction of the courts of the State of New York
      located in New York County and the Federal courts located in the Southern
      District of New York, with respect to any action or legal proceeding commenced
      by either party with respect to this Agreement or the Registrable Securities.
      Each party irrevocably waives any objection it now has or hereafter may have
      respecting the venue of any such action or proceeding or the inconvenience
      of
      such forum, and each party consents to the service of process in any such action
      or proceeding in the manner set forth for the delivery of notices herein.


     

    8.5  Waiver
      of Jury Trial.
      The
      parties hereby waive their rights to a trial by jury in any action or proceeding
      involving any matter arising out of or relating to this Agreement or to the
      Registrable Securities.

     

    8.6  Counterparts.
      This
      Agreement may by executed through the use of separate signature pages or in
      any
      number of counterparts, and each of such counterparts shall, for all purposes,
      constitute one agreement binding on all the parties, notwithstanding that all
      parties are not signatories to the same counterpart.

     

    8.7  Entire
      Agreement.
      This
      instrument contains the entire agreement of the parties, and there are no
      representations, covenants or other agreements except as stated or referred
      to
      herein.

     

    8.8  Severability.
      Whenever possible, each provision of this Agreement shall be interpreted in
      such
      a manner as to be effective and valid under applicable law, but if any provision
      of this Agreement shall be deemed prohibited or invalid under such applicable
      law, such provision shall be ineffective only to the extent of such prohibition
      or invalidity, and such prohibition or invalidity shall not invalidate the
      remainder of such provision or the other provisions of this
      Agreement.

     

    8.9  Third
      Party Beneficiaries.
      Except
      as expressly provided herein, no provision of this Agreement is intended to
      confer any rights, benefits or remedies upon any person other than the parties
      hereto and their respective successors and assigns.

     

    8.10  Remedies.
      The
      Holders, in addition to being entitled to exercise all rights granted by law,
      including recovery of damages, shall be entitled to specific performance of
      their rights under this Agreement. The Company agrees that monetary damages
      would not be adequate compensation for any loss incurred by any Holder by reason
      of a breach by it of the provisions of this Agreement and hereby agrees to
      waive
      in any action for specific performance the defense that a remedy at law would
      be
      adequate.

     

    8.11  Further
      Assurances.
      Each of
      the parties hereto shall execute and deliver such documents and perform such
      further acts (including, without limitation, obtaining any consents, exemptions,
      authorizations or other actions by, or giving any notices to, or making any
      filings with, any governmental authority or any other Person) as may be
      reasonably required or desirable to carry out or to perform the provisions
      of
      this Agreement.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties have executed this Registration Rights Agreement
      on
      the day and year first set forth above.

     

    
      	 	 	 	
              MDU
                COMMUNICATIONS INTERNATIONAL, INC.

            
	 	 	 	 
	
              Date:

            	 	 	
              By:

            	 
	 	 	 	 	
              Sheldon
                Nelson

            
	 	 	 	 	
              President
                and Chief Executive Officer

            
	 	 	 	 
	
              Attest:

            	 	 	 
	 	 	 	 
	
              By:

            	 	 	 
	
              Name:

            	 	 	 
	
              Title:

            	 	 	 


    

    


    [HOLDER
      SIGNATURE PAGES FOLLOW]


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    HOLDER
      SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT

     

    The
      undersigned Holder hereby executes this counterpart signature page to the
      Registration Rights Agreement, dated as of June 30, 2008 by and among MDU
      COMMUNICATIONS INTERNATIONAL, INC. and certain Holders, including the
      undersigned.

     

    
      	 	
              Holder

            
	 	 
	 	
              By:

            	 
	 	
              Name:

            	 
	 	
              Title: