EXHIBIT 10.3

                          REGISTRATION RIGHTS AGREEMENT

     This  Registration   Rights  Agreement  (the  "Agreement"),   dated  as  of
__________ ___, 2002, is entered into by and among BestNet Communications Corp.,
a Nevada corporation (the "Company"), and the undersigned investors. Capitalized
terms used but not otherwise  defined herein shall have the meaning assigning to
such terms in that certain Note and Warrant Purchase  Agreement by and among the
Company and the Investors of even date herewith  (individually and collectively,
the "Investors").

     WHEREAS, the Company has entered into a Note and Warrant Purchase Agreement
dated  August  ___,  2002,  by and  among the  Company  and the  Investors  (the
"Purchase  Agreement")  pursuant to which the Investors  agreed to purchase from
the Company,  up to an aggregate of $1,000,000 in the original  principal amount
of its 6%  Convertible  Promissory  Notes (the  "Notes")  together  with  2-year
warrants to purchase Common Stock (the "Warrants");

     WHEREAS,  the Notes are convertible at the option of the holder into shares
of Common  Stock of the Company  pursuant to a formula set forth in the Purchase
Agreement; and

     WHEREAS,  pursuant to the terms of the Purchase Agreement,  the Company has
agreed to provide the Investors with certain registration rights with respect to
the resale of the shares of Common Stock  issuable upon  conversion of the Notes
and upon exercise of the Warrants.

     NOW,  THEREFORE,  in  consideration  of the mutual  promises and  covenants
contained in this Agreement, the parties hereto agree as follows:

1. REQUIRED REGISTRATION.

     a. One or more Investors holding a majority of the Registrable  Shares (the
"Initiating  Investors")  may elect to  exercise  the right to  request a Demand
Registration  pursuant to this SECTION 1 by furnishing  the Company with written
notice  thereof (a "Demand  Notice").  Upon  receipt by the  Company of a Demand
Notice,  the Company shall promptly notify each other Investor in writing of the
Demand  Notice  received by the  Company.  Upon  receipt of such notice from the
Company  (the  "Company  Notice"),  each such  Investor  may give the  Company a
written request to register all or some of such Investor's Registrable Shares in
the  registration  described in the Company  Notice,  provided that such written
request is received  within twenty (20) days after the date on which the Company
Notice is given (with such request stating (i) the amount of Registrable  Shares
to be included,  (ii) such  Investor's  intended  method of distribution of such
Registrable Shares and (iii) any other information  reasonably  requested by the
Company to properly effect the  registration of such  Registrable  Shares).  The
Company shall as soon as practicable  after the date on which the Company Notice
is given,  but in no event less than 30 days from receipt of the Company  notice
and no more than 45 days from receipt by the Company of the Demand Notice,  file
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with the Commission and use its commercially reasonable best efforts to promptly
cause to  become  effective  no later  than 60 days from  filing a  Registration
Statement  which  shall cover the  Registrable  Shares  specified  in the Demand
Notice  and in any  written  request  from any other  Investor  received  by the
Company  within  twenty (20) days from the date on which the  Company  Notice is
received.

     b.  The  Registration  Statement  filed  pursuant  to  the  request  of the
Initiating  Investors  may,  subject to the  provisions  of SECTION  1(C) below,
include other securities of the Company which are held by persons who, by virtue
of  agreements  entered into with the Company prior or subsequent to the date of
this Agreement, are entitled to include their securities in such registration.

     If,  by  virtue  of  agreements  with the  Company,  the  holders  of other
securities  of the Company  (the "Other  Holders")  request and are  entitled to
inclusion in such  registration,  the Company shall, on behalf of all Investors,
offer to the Other  Holders  that  such  other  securities  be  included  in the
underwriting  and may  condition  such  offer on the  acceptance  by such  Other
Holders of the further provisions of this SECTION 1.

     c. The Company shall be obligated to register  Investor  stock  pursuant to
this SECTION 1 on one occasion only,  provided,  however,  that such  obligation
shall be deemed satisfied only when a registration statement covering all shares
of  Investor  stock  specified  in notices  received as  aforesaid,  for sale in
accordance with the method of disposition  specified by the requesting  holders,
shall have (i) become  effective,  or (ii) been  withdrawn at the request of the
Investors  requesting  such  registration  (other  than  solely  as a result  of
material  information  concerning  the  business or  financial  condition of the
Company  which  is made  known  to  such  Investors  after  the  date  on  which
registration was requested).  In addition,  the Company shall not be required to
effect any  registration  within 180 days after the effective  date of any other
Registration Statement of the Company.

     d. If at the time of any request to register Registrable Shares pursuant to
this  SECTION 1, the Company is engaged or has fixed  plans to engage  within 30
days of the time of the Demand  Notice in a  registered  public  offering  as to
which the Investors may include  Registrable Shares, then the Company may at its
option  direct  that such  request be delayed  for a period not in excess of 120
days  from the  effective  date of such  offering  or 120 days  from the date of
commencement of such other material activity,  as the case may be, such right to
delay a request to be exercised by the Company not more than once.

2.  REGISTRATION  PROCEDURES.  If and  whenever  the  Company is required by the
provisions of SECTION 1 of this Agreement to use its reasonable  best efforts to
effect the  registration of any of the  Registrable  Shares under the Securities
Act, the Company shall:

     a.  prepare and file with the  Commission  a  Registration  Statement  with
respect to such Registrable  Shares and use its reasonable best efforts to cause
that Registration Statement to become and remain effective;

     b. as  expeditiously  as possible  prepare and file with the Commission any
amendments  and  supplements  to the  Registration  Statement and the prospectus
included  in the  Registration  Statement  as  may  be  necessary  to  keep  the
Registration Statement effective,  in the case of a firm commitment underwritten

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public  offering,  until each  underwriter has completed the distribution of all
securities  purchased by it but not more than one year after the effective  date
and,  in the case of any other  offering,  until the  earlier of the sale of all
Registrable Shares covered thereby or one year after the effective date thereof;

     c. as  expeditiously  as possible  furnish to each  Selling  Investor  such
reasonable  numbers  of  copies  of  the  prospectus,  including  a  preliminary
prospectus,  in conformity with the requirements of the Securities Act, and such
other  documents  as the Selling  Investor  may  reasonably  request in order to
facilitate the public sale or other disposition of the Registrable  Shares owned
by the selling Investor;

     d. as expeditiously as possible use its reasonable best efforts to register
or qualify the Registrable  Shares covered by the  Registration  Statement under
the  securities or blue sky laws of such states as the Selling  Investors  shall
reasonably  request,  and do any and all  other  acts  and  things  that  may be
necessary or desirable to enable the Selling  Investors to consummate the public
sale or other disposition in such states of the Registrable  Shares owned by the
selling Investor; and

     e. keep the  Registration  Statement  effective  for a period ending on the
earlier of the sale by the Selling  Investors of all Registrable  Shares covered
by the  Registration  Statement  or one  year  from  the  effective  date of the
Registration Statement.

     If the Company  has  delivered  preliminary  or final  prospectuses  to the
Selling  Investors and after having done so the  prospectus is amended to comply
with the  requirements  of the Securities Act, the Company shall promptly notify
the Selling Investors and, if requested, the Selling Investors shall immediately
cease making offers of  Registrable  Shares and return all  prospectuses  to the
Company at the  Company's  sole cost and  expense.  The Company  shall  promptly
provide the Selling Investors with revised  prospectuses and,  following receipt
of the  revised  prospectuses,  the  Selling  Investors  shall be free to resume
making offers of the Registrable Shares.

3. ALLOCATION OF EXPENSES. The Company will pay all Registration Expenses of all
registrations  under this  Agreement.  For  purposes of this SECTION 3, the term
"Registration Expenses" shall mean all expenses to be incurred by the Company in
complying with this Agreement,  including,  without limitation, all registration
and filing fees, exchange listing fees, printing and shipping expenses, fees and
expenses  of  counsel  for the  Company,  state  blue  sky  fees  and  expenses.
Notwithstanding the foregoing, "Registration Expenses" shall not include any and
all underwriting discounts and selling commissions applicable to the sale of the
Registrable Securities.

4. INDEMNIFICATION AND CONTRIBUTION.

     a. In the event of any registration of any of the Registrable  Shares under
the  Securities Act pursuant to this  Agreement,  the Company will indemnify and
hold harmless the Selling Investor of such Registrable  Shares, each underwriter
of such Registrable  Shares, if any, and each other person, if any, who controls
such Selling Investor or underwriter within the meaning of the Securities Act or
the Exchange Act against any losses,  claims,  damages or liabilities,  joint or
several,  to which such Selling Investor,  underwriter or controlling person may
become subject under the Securities  Act, the Exchange Act, state  securities or
blue  sky  laws  or  otherwise,  insofar  as such  losses,  claims,  damages  or

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liabilities  (or actions in respect  thereof) arise out of or are based upon any
untrue  statement or alleged untrue  statement of any material fact contained in
any Registration  Statement under which such Registrable  Shares were registered
under  the  Securities  Act,  any  preliminary  prospectus  or final  prospectus
contained in the Registration  Statement, or any amendment or supplement to such
Registration  Statement,  or arise  out of or are  based  upon the  omission  or
alleged  omission  to state a material  fact  required  to be stated  therein or
necessary to make the statements  therein,  in light of the circumstances  under
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,  claim,  damage
or  liability  arises out of or is based upon any untrue  statement  or omission
made in such Registration Statement, preliminary prospectus or final prospectus,
or any such amendment or supplement, (i) in reliance upon and in conformity with
information  furnished  to the  Company,  in  writing,  by or on  behalf of such
Selling Investor,  underwriter or controlling person specifically for use in the
preparation  thereof or (ii) which untrue statement was corrected by the Company
and delivered to the Selling  Investor prior to  consummation of the sale by the
Selling Investor resulting in such loss, claim, damage or liability.

     b. In the event of any registration of any of the Registrable  Shares under
the  Securities  Act  pursuant  to this  Agreement,  each  Selling  Investor  of
Registrable Shares,  severally and not jointly, will indemnify and hold harmless
the Company,  each of its directors and officers and each  underwriter  (if any)
and each person, if any, who controls the Company or any such underwriter within
the  meaning of the  Securities  Act or the  Exchange  Act,  against any losses,
claims,  damages or liabilities,  joint or several,  to which the Company,  such
directors and officers,  underwriter  or  controlling  person may become subject
under the Securities  Act,  Exchange Act,  state  securities or blue sky laws or
otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect  thereof) arise out of or are based upon any untrue statement or alleged
untrue  statement of a material  fact  contained in any  Registration  Statement
under which such  Registrable  Shares were registered  under the Securities Act,
any preliminary  prospectus or final  prospectus  contained in the  Registration
Statement,  or any  amendment or supplement to the  Registration  Statement,  or
arise out of or are based  upon any  omission  or  alleged  omission  to state a
material fact required to be stated  therein or necessary to make the statements
therein,  in  light  of the  circumstances  under  which  they  were  made,  not
misleading,  provided that such  statement or omission was made in reliance upon
and in conformity with information  relating to such Selling Investor  furnished
in writing to the Company by and on behalf of such Selling Investor specifically
for use in  connection  with the  preparation  of such  Registration  Statement,
prospectus,  amendment or supplement; PROVIDED, HOWEVER, that the obligations of
such  Selling  Investors  hereunder  shall be limited to an amount  equal to the
proceeds to each Selling Investor of Registrable  Shares sold in connection with
such registration.

     c.  Each  party  entitled  to  indemnification  under  this  SECTION 4 (the
"Indemnified  Party")  shall  give  notice  to the  party  required  to  provide
indemnification (the "Indemnifying Party") promptly after such Indemnified Party
has actual knowledge of any claim as to which indemnity may be sought, and shall
permit the  Indemnifying  Party to assume  the  defense of any such claim or any
litigation  resulting  therefrom;   PROVIDED,  HOWEVER,  that  counsel  for  the
Indemnifying  Party,  who shall conduct the defense of such claim or litigation,
shall  be  approved  by the  Indemnified  Party  (whose  approval  shall  not be
unreasonably  withheld);  and,  PROVIDED,  FURTHER,  that  the  failure  of  any

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Indemnified  Party to give  notice as  provided  herein  shall not  relieve  the
Indemnifying Party of its obligations under this SECTION 5, except to the extent
that such delay prejudices such  indemnifying  party. The Indemnified  Party may
participate in such defense at such party's expense; PROVIDED, HOWEVER, that the
Indemnifying  Party shall pay such expense if representation of such Indemnified
Party by the counsel retained by the  Indemnifying  Party would be inappropriate
due to actual or potential differing interests between the Indemnified Party and
any other party represented by such counsel in such proceeding.  No Indemnifying
Party,  in the defense of any such claim or  litigation  shall,  except with the
consent of each  Indemnified  Party,  consent to entry of any  judgment or enter
into any settlement which does not include as an unconditional  term thereof the
giving by the claimant or plaintiff to such Indemnified  Party of a release from
all liability in respect of such claim or litigation,  and no Indemnified  Party
shall  consent  to entry of any  judgment  or settle  such  claim or  litigation
without the prior written consent of the Indemnifying Party.

     d. If the indemnification  provided for under this SECTION 4 is unavailable
to or insufficient to hold the  Indemnified  Party harmless under  subparagraphs
(a) or (b) above in respect of any losses,  claims,  damages or liabilities  (or
actions in respect  thereof)  referred to therein  for any reason  other than as
specified  therein,  then the Indemnifying  Party shall contribute to the amount
paid or payable by such  Indemnified  Party as a result of such losses,  claims,
damages or liabilities (or actions in respect thereof) (i) in such proportion as
is appropriate  to reflect the relative  benefits  received by the  Indemnifying
Party on the one hand and such  Indemnified  Party on the other from the subject
offering or distribution or (ii) if the allocation  provided by clause (i) above
is not permitted by applicable  law, in such  proportion  as is  appropriate  to
reflect not only the relative  benefits referred to in clause (i) above but also
the  relative  fault  of  the  Indemnifying  Party  on the  one  hand  and  such
Indemnified  Party on the other in connection  with the  statements or omissions
which resulted in such losses,  claims,  damages or  liabilities  (or actions in
respect  thereof) as well as any other relevant  equitable  considerations.  The
relative  benefits  received by the  Indemnifying  Party on the one hand and the
Indemnified Party on the other hand shall be deemed to be in the same proportion
as the net  proceeds of the  offering  or other  distribution  (after  deducting
expenses)  received by the  Indemnifying  Party bears to the net proceeds of the
offering  or other  distribution  (after  deducting  expenses)  received  by the
Indemnified Party. The relative fault shall be determined by reference to, among
other things,  whether the untrue or alleged untrue statement of a material fact
or the  omission  or  alleged  omission  to state a  material  fact  relates  to
information  supplied  by (or  omitted  to be  supplied  by) the  Company or the
Selling Investor, the parties' relative intent, knowledge, access to information
and  opportunity to correct or prevent such statement or omission,  the relative
benefits received by each party from the sale of the Registrable  Shares and any
other equitable considerations  appropriate under the circumstances.  The amount
paid or  payable  by an  Indemnified  Party as a result of the  losses,  claims,
damages or liabilities (or actions in respect thereof) referred to above in this
subsection (d) shall be deemed to include any legal or other expenses reasonably
incurred by such Indemnified Party in connection with investigating or defending
any such  action or  claim.  No person  guilty of  fraudulent  misrepresentation
(within the meaning of SECTION 11(F) of the Securities Act) shall be entitled to
contribution   from  any  person   who  was  not   guilty  of  such   fraudulent
misrepresentation.

5. INFORMATION BY INVESTOR.  Each Investor  including  Registrable Shares in any
registration  shall  furnish to the  Company  such  information  regarding  such
Investor  and the  distribution  proposed  by such  Investor  as the Company may

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reasonably  request in writing and as shall be required in  connection  with any
registration,  qualification  or compliance  referred to in this Agreement.  The
Investors shall perform all acts reasonably necessary to effect the registration
of the Registrable Shares.

6. CERTAIN  DEFINITIONS.  As used in this  Agreement,  the following terms shall
have the following respective meanings:

     "COMMISSION"  means the  Securities and Exchange  Commission,  or any other
federal agency at the time administering the Securities Act.

     "COMMON  STOCK" means the common stock,  par value $.001 per share,  of the
Company.

     "EXCHANGE  ACT" means the Securities  Exchange Act of 1934, as amended,  or
any  similar  federal  statute,  and  the  rules  and  regulations   promulgated
thereunder, all as the same shall be in effect at the time.

     "REGISTRATION EXPENSES" means the expenses described in SECTION 3.

     "REGISTRABLE  SHARES"  shall  mean  shares  of Common  Stock  issued to the
Investors  pursuant  to the  conversion  of the Notes and upon  exercise  of the
Warrants  and any other  shares of capital  stock of the  Company  issued to the
Investors  in  respect  of such  shares  as a  result  of  stock  splits,  stock
dividends,  reclassification,   recapitalizations,  mergers,  consolidations  or
similar  events.  References  in this  Agreement  to amounts or  percentages  of
Registrable  Shares as of or on any particular  date shall be deemed to refer to
amounts or percentages after giving effect to any applicable events contemplated
by the preceding sentence.

     "REGISTRATION  STATEMENT"  shall  mean any  registration  statement  of the
Company,  including,  without limitation,  an initial Registration Statement, on
any form (to be selected by the Company)  for which the Company  then  qualifies
and which permits the secondary  resale  thereunder of Registrable  Shares.  The
term  Registration  Statement  shall also  include all  exhibits  and  financial
statements  and  schedules  and  documents  incorporated  by  reference  in such
Registration  Statement when it becomes  effective under the Securities Act, and
in  the  case  of the  references  to the  Registration  Statement  as of a date
subsequent to the effective date, as amended or supplemented as of such date.

     "SECURITIES  ACT" means the  Securities  Act of 1933,  as  amended,  or any
similar federal statute, and the rules and regulations  promulgated  thereunder,
all as the same shall be in effect at the time.

     "SELLING  INVESTOR"  shall mean any Investor whose  Registrable  Shares are
included at the request of such  Investor in any  Registration  Statement  filed
pursuant to this Agreement.

     "INVESTOR"  shall  mean a Investor  (as  defined  in the  preamble  to this
Agreement) or any  transferee of  Registrable  Shares,  if such  transferee  has
executed a  counterpart  hereof at the time of the transfer to such  transferee,
unless the  Registrable  Shares held by such transferee are acquired in a public
distribution pursuant to a registration statement under the Securities Act.

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7. GENERAL.

     a. NOTICES. All notices, requests, claims, demands and other communications
hereunder  shall be in writing and shall be deemed to have been given if sent by
registered  or certified  mail,  first class  postage  prepaid,  return  receipt
requested,  to the address of such parties set forth on the  signature  pages of
this  Agreement or such other future address as may be specified by any party by
notice to all of the other  parties.  Such  communications  may also be given by
personal delivery,  by facsimile or by regular mail, but shall be effective only
if and when actually received.

     b. ENTIRE  AGREEMENT.  This  Agreement  embodies the entire  agreement  and
understanding  between the parties  hereto  with  respect to the subject  matter
hereof and supersedes all prior agreements and  understandings  relating to such
subject matter.

     c.  AMENDMENTS AND WAIVERS.  Any term of this Agreement may be amended with
the written  consent of the Company and each of the Investors.  No waivers of or
exceptions to any term, condition or provision of this Agreement,  in any one or
more instances,  shall be deemed to be, or construed as, a further or continuing
waiver of any such term,  condition or  provision.  A party hereto may waive the
performance of any covenant for its benefit (either generally or in a particular
instance and either retroactively or prospectively),  PROVIDED, HOWEVER, that no
such waiver shall be effective unless in writing and signed by such party.

     d.  SEVERABILITY.  The invalidity or  unenforceability  of any provision of
this  Agreement  shall not affect the  validity or  enforceability  of any other
provision of this Agreement.

     e.  GOVERNING  LAW.  This  Agreement  shall be governed by and construed in
accordance  with  the  laws  of the  State  of  Arizona  without  regard  to its
principals of conflicts of law.

     f.  COUNTERPARTS.   This  Agreement  may  be  executed  in  any  number  of
counterparts and by the parties hereto in separate  counterparts,  each of which
when so  executed  shall be  deemed  to be an  original  and all of which  taken
together shall constitute one and the same instrument.

     g.  SUCCESSORS AND ASSIGNS.  This Agreement  shall inure to the benefit of,
and be binding upon,  the  successors,  assigns and  transferees  of each of the
parties hereto.

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     IN WITNESS  WHEREOF,  the  Company and the  Investors  have  executed  this
Agreement as of the _____ day of August, 2002.

                                        COMPANY

                                        BESTNET COMMUNICATIONS CORP.


                                        By:
                                            ------------------------------------


                                            ADDRESS FOR NOTICE:
                                            ------------------

                                            5075 East Cascade Road, Suite K
                                            Grand Rapids, Michigan 49546
                                            Telecopy:  (616) 977-9955

                                            WITH A COPY TO:
                                            --------------

                                            Squire, Sanders & Dempsey L.L.P.
                                            Attn:  Gregory R. Hall, Esq.
                                            Two Renaissance Square
                                            40 North Central Avenue, Suite 2700
                                            Phoenix, Arizona 85004
                                            Telecopy:  (602) 253-8129

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                                    INVESTORS


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                                            ADDRESS FOR NOTICE:
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                                            ADDRESS FOR NOTICE:
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                                            ADDRESS FOR NOTICE:
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                                            ADDRESS FOR NOTICE:
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