EXHIBIT 4.1
 
 **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 _____ 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
November 24, 2004 (the “ Warrant
Issue Date ”) for
agreed upon consideration, receipt of which is hereby acknowledged.
  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 _____ 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 $3.40 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, on the earlier of (a) November 24, 2007; or (b) upon redemption
of this Warrant, the day specified in Section 4(d) hereof.
  4.  Redemption . At any
time after Effective Date (as define below) and prior to the exercise of this
Warrant:
  (a)  On not
less than twenty (20) days notice given at any time when the registration
statement covering the resale of the shares of Common Stock issuable upon
exercise of this Warrant required to be filed by the Company, pursuant to the
stock and warrant purchase agreement, dated as of the date hereof, by and among
the Company and the persons set forth on Exhibit
A thereto
(the “ Purchase
Agreement ”), is
effective (the “ Effective
Date ”) and
which shall remain effective during such twenty (20) day notice period, this
Warrant may be redeemed, at the option of the Company, at a redemption price of
$0.01 per Warrant, provided the closing price on the Over the Counter Bulletin
Board or, if applicable, any automated quotation system or national securities
exchange, of the Common Stock issuable upon exercise of this Warrant shall
exceed $5.10 for a period of twenty (20) consecutive trading days ending no more
than fifteen (15) days prior to the date of the notice of
redemption.
  
 (b)  If the
conditions set forth in Section 4(a) are met, and the Company elects to exercise
its right to redeem this Warrant, it shall mail a notice of redemption to the
registered Holder of this Warrant to be redeemed, first class, postage prepaid,
not later than the thirtieth (30 th ) day
before the date fixed for redemption, at their last address as shall appear on
the records maintained by the Company. Any notice mailed in the manner provided
herein shall be conclusively presumed to have been duly given whether or not the
registered Holder receives such notice.
  (c)  The
notice of redemption shall specify (i) the redemption price, (ii) the date fixed
for redemption and (iii) that the right to exercise this Warrant shall terminate
at 5:00 P.M. (New York time) on the business day immediately preceding the date
fixed for redemption. The date fixed for the redemption of this Warrant shall be
the “ Redemption
Date .” No
failure to mail such notice nor any defect therein or in the mailing thereof
shall affect the validity of the proceedings for such redemption except as to a
registered Holder (A) to whom notice was not mailed or (B) whose notice was
defective. An affidavit of the Secretary or an Assistant Secretary of the
Company that notice of redemption has been mailed shall, in the absence of
fraud, be prima facie evidence of the facts stated therein.
  (d)  Any right
to exercise this Warrant shall terminate at 5:00 P.M. (New York City time) on
the business day immediately preceding the Redemption Date. On and after the
Redemption Date, Holder of this Warrant shall have no further rights except to
receive, upon surrender of the Warrant, the redemption price.
  (e)  From and
after the Redemption Date specified, the Company shall, at the place specified
in the notice of redemption, upon presentation and surrender to the Company by
or on behalf of the registered Holder thereof of one or more certificates
evidencing this Warrant to be redeemed, deliver or cause to be delivered to or
upon the written order of such Holder a sum in cash equal to the redemption
price of this Warrant. From and after the Redemption Date and upon the deposit
or setting aside by the Company of a sum sufficient to redeem this Warrant, this
Warrant shall expire and become void and all rights hereunder, except the right
to receive payment of the redemption price, shall cease.
  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
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 (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.
  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.
  (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.
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 (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)  Stock
and Warrant Purchase Agreement . The
Company and Holder shall enter into the Purchase Agreement simultaneous with the
execution of this Warrant on terms mutually agreeable to both
parties.
  (c)  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.
  4
 12.  Registration
Rights Under the Securities Act of 1933 . The
Holder shall have registration rights with respect to the Warrant Share as more
particularly set forth in the Registration Rights Agreement executed by the
Company and the Holder on the date hereof.
  13.  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.
 
  14.  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 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.
  **15.**  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 15. 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.
  16.  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.
  17.  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.
  18.  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.
  5
  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:
    /s/ Sheldon
  NelsonName: Sheldon NelsonTitle:
      President and Chief Executive OfficerAttestc/s
 6
  (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:
 
 _________________________________________
 
 
 Address:
 
 Date:
 
 Name in
which shares should be registered:


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