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MDU COMMUNICATIONS INTERNATIONAL INC.
SUPPLIERS' NON-QUALIFIED STOCK OPTION
MDU Communications International Inc., a Delaware corporation (the "Company")
does hereby grant to BRITCOM COMMUNICATIONS Ltd. (the "Optionee"), an option
(the "Option") to purchase an aggregate of 12,375 shares (the "Shares") of the
common stock without par value (the "Common Stock"), of the Company at (US)
$1.75 per share (the "Option Price").
This Option is granted as of March 13, 2000 pursuant to and is subject in all
respects to the terms and provisions of the Company's 1998 Suppliers' Stock
Option Plan, dated December 31, 1998 (the "Plan"). This Option is being granted
to the Optionee as additional compensation for discounted services rendered by
him or it to the Company.
1. TERM. This Option shall expire at 5:00 p.m., local time in Vancouver,
British Columbia, on March 13, 2005 except as otherwise provided in the Plan.
2. TIME OF EXERCISE. This Option may be exercised, in the manner hereinafter
provided, as to all or part of the Shares at any time and from time to time
prior to the expiration hereof, provided, that no exercise of this Option shall
be for an aggregate exercise price of less than $1,000 U.S.
3. MANNER OF EXERCISE. This Option may only be exercised by written notice
(the "Exercise Notice") to the Company at its principal executive offices, to
the attention of its Secretary, no less than three business days in advance of
the effective date of the proposed exercise. The Exercise Notice, a form of
which is provided at the end of this Option for the convenience of the Optionee,
shall:
(i) specify the number of Shares with respect to which the Option is being
exercised;
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(ii) specify the effective date of the proposed exercise;
(iii) contain the express confirmation by the Optionee of his
representations, warranties and covenants contained in Section 6
hereof;
(iv) be signed by the Optionee;
(v) be accompanied by full payment of the Option Price for the number of
Shares provided in the Exercise Notice; and
(vi) be accompanied by a copy of the executed Option agreement.
The Company shall deliver to the Optionee a certificate representing such Shares
registered in the name of the Optionee as soon as practicable following the
effective date on which this Option is exercised; provided, however, that the
Company shall not be obligated to cause to be issued or delivered any
certificates evidencing Shares unless and until the Company is advised by its
counsel that the issuance of such Shares and the delivery of such certificates
is in compliance with all applicable laws, rules and regulations of all
governmental authorities and the requirements of any securities exchange or any
securities association on which, or on the facilities of which, shares of the
Common Stock are then listed or traded. Such delivery shall be deemed to have
been made on the effective date of the exercise as specified in the Exercise
Notice so that the Optionee shall be treated for all purposes as having become
the record holder of the Shares specified in the Exercise Notice at such time
and such exercise shall be at the Option Price in effect at such time; provided,
however, that:
(a) the Company may defer the effective date of the exercise in order to allow
the issuance of the Shares to be made pursuant to registration or an
exemption from registration or other
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methods for compliance available under federal or state securities law; and
(b) no Exercise Notice received by the Company on a date when the stock
transfer books of the Company are closed for any reason shall be effective
to constitute the Optionee as the record holder of the Shares specified in
the Exercise Notice on the effective date specified therein, but such
Exercise Notice shall be effective to constitute the Optionee as the record
holder of such shares on the next succeeding day on which such stock
transfer books are open.
4. PAYMENT. Payment of the Option Price may be made, at the election of the
Optionee;
(i) in cash; or
(ii) by certified or bank cashier's check payable to the Company's order.
5. NON-TRANSFERABILITY OF OPTION. Neither this Option nor any interest herein
may be transferred, sold, assigned, alienated, pledged or otherwise encumbered,
in whole or in part, otherwise than by will or by the laws of descent and
distribution or pursuant to a qualified domestic relations order (as defined in
the Internal Revenue Code of 1986, as amended). The terms of this Option shall
be binding upon the executors, administrators, heirs, successors and assigns of
the Optionee. This Option, during the lifetime of the Optionee, may be exercised
only by the Optionee.
6. NON-TRANSFERABILITY OF SHARES. The Optionee, by acceptance hereof, hereby
represents, warrants and agrees that, upon exercise of this Option, unless the
Shares are then covered by an effective registration statement under the
Securities Act of 1933, as amended (the "Act"):
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(i) the Shares are being acquired for investment and not with a view towards
the public distribution or resale thereof;
(ii) the Optionee will not sell, transfer or assign any Shares except in
compliance with the Act and the Rules and Regulations thereunder;
(iii) the certificate representing the Shares may bear an appropriate
restrictive legend; and
(iv) the transfer agent of the Company may place a stop transfer notation
with respect to the Shares in the stock transfer books of the Company.
The Optionee further acknowledges that the Company is not required to
file and cause to become effective any registration or qualification of
the Shares under the Act or any state securities laws.
7. OPTION SUBJECT TO PLAN. This Option is in all respects subject to the terms
of the Plan. If and to the extent that the terms of this Option conflict with
the terms of the Plan, the terms of the Plan shall supersede any conflicting
terms of this Option.
8. ACCEPTANCE OF THE OPTIONEE. Acceptance of this Option by the Optionee shall
be deemed the agreement of the Optionee to all of the terms hereof and of the
Plan, and the agreement of the Optionee to accept as binding, conclusive, and
final all decisions and interpretations of the Committee (as defined in the
Plan) or the Board of Directors upon any questions arising under the Plan. As a
condition to the issuance of shares of Common Stock of the Company under this
Option, arrangements must be made with the Company pursuant to the Plan to
satisfy any taxes required to be withheld by the Company under U.S. and Canadian
Federal, state or local law as a result of the exercise of this Option prior to
the delivery of any certificate or certificates for shares of Common Stock.
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IN WITNESS WHEREOF, the Company has caused this Option to be executed by its
officer thereunto duly authorized this 13th day of March, 2000.
MDU COMMUNICATIONS INTERNATIONAL INC.
By: /s/ Robert A. Biagioni
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Secretary
BRITCOM COMMUNICATIONS LTD.
By: /s/ Tim Pember
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Authorized Signatory
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