EXHIBIT 4.3




**R** **EGISTRATION
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 two wholly-owned subsidiaries 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 Stock and Warrant Purchase
Agreement (the “ **Purchase
Agreement** ”) dated
as of November 24, 2004, providing, among other things, for the purchase by the
Holders of Units consisting of (i) one (1) share (each a “ **Share** ,”
collectively, the “ **Shares** ”)
of the Company’s common stock, par value $0.001 per share (the “ **Common
Stock** ”), and
(ii) three-tenths of one warrant to acquire one share of the Common Stock,
subject to adjustment, at an exercise price of $3.40 per share (each a
“ **Warrant** ,”
collectively the “ **Warrants** ”), in a
private placement (the “ **Offering”** ) to be
conducted by the Company, the terms of which are set forth in an Offering
Memorandum dated November 17, 2004, including all exhibits and attachments
thereto or incorporated by reference therein (the “ **Memorandum** ”);
and





WHEREAS,
it is a condition to the closing of the purchase and sale transactions set forth
in the Purchase Agreement 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
(i) the Common Stock comprising the Shares, the Warrants and the Warrant Shares
sold to the Holders (or any assignee thereof) and all other persons pursuant to
the terms the Purchase Agreement 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 Common
Stock comprising the Shares, the Warrants and the shares of Common Stock issued
upon the exercise of the Warrants (the “ **Warrant
Shares** ”) and
the shares of Common Stock issuable thereon and (ii) any Common Stock issued
pursuant to the provisions of Section 2.1(b).







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)  The
Company shall use its best efforts to 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 within seventy-five (75) days of the Closing Date to provide for the
offer and sale of the Registrable Securities and shall cause the Shelf
Registration to become effective under the Act no later than the earlier of (i)
one hundred and thirty-five (135) days after the Closing Date and (ii) the sixth
(6 th )
business day 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 seven percent (7.0%) of the sum of the
number of (i) shares of Common Stock to the Holder in the Offering and (ii) the
shares of Common Stock issued or 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 three percent (3.0%) of the sum of the
number of (x) shares of Common Stock issued to the Holder in the Offering, (y)
shares of Common Stock issued or issuable upon exercise of the Warrants issued
to the Holder and (z) 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** ”). In
the event that subsequent to the first anniversary of the date hereof and prior
to the second anniversary of the date hereof, the Holders are not eligible to
sell any shares of Common Stock, Warrant Shares or Warrants constituting part of
the Units pursuant to Rule 144 under the Exchange Act because the Company has
ceased to be current with respect to all of its Filings, the Company’s
obligation to issue the Liquidated Damages Shares pursuant to **** Section
2.1(a) above shall resume with respect to each Default Period during which the
Company is not current with respect to its Filings.




2




**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


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;




4


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 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).




5




**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.




6




**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.




7




**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




**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.




[SIGNATURE
PAGES FOLLOW]







9


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




**MDU
      COMMUNICATIONS INTERNATIONAL, INC.**By:
    /s/TitleHOLDER
      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 _____________, 2004 by and among MDU
COMMUNICATIONS INTERNATIONAL, INC. and certain Holders, including the undersigned.









****
    Name of Holder (Please print)By:(Signature)By:(Second
      signature, if necessary)
 Print
      Name:Title:Address:Phone:Fax:Email:








A-1