Exhibit 4.1

THE SECURITIES  REPRESENTED BY THIS WARRANT HAVE NOT BEEN  REGISTERED  UNDER THE
SECURITIES ACT OF 1933, AS AMENDED,  OR APPLICABLE  STATE  SECURITIES  LAWS. THE
SECURITIES  HAVE BEEN ACQUIRED FOR  INVESTMENT  AND MAY NOT BE OFFERED FOR SALE,
SOLD,  TRANSFERRED  OR  ASSIGNED  IN THE  ABSENCE OF AN  EFFECTIVE  REGISTRATION
STATEMENT FOR THE SECURITIES  UNDER THE  SECURITIES ACT OF 1933, AS AMENDED,  OR
APPLICABLE  STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL IN A FORM REASONABLY
SATISFACTORY  TO THE ISSUER THAT  REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR
APPLICABLE  STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID
ACT.  NOTWITHSTANDING  THE FOREGOING,  THIS WARRANT MAY BE PLEDGED IN CONNECTION
WITH A BONA FIDE MARGIN ACCOUNT.

                          BESTNET COMMUNICATIONS CORP.

                        WARRANT TO PURCHASE COMMON STOCK

WARRANT NO.:______                          NUMBER OF SHARES: __________________

DATE OF ISSUANCE: APRIL _____, 2002

     BestNet Communications Corp., a Nevada corporation (the "COMPANY"),  hereby
certifies that, for good and valuable consideration, the receipt and sufficiency
of which are  hereby  acknowledged,  _________________,  the  registered  holder
hereof or his permitted assigns (a "HOLDER"), is entitled,  subject to the terms
set forth below, to purchase from the Company upon surrender of this Warrant, at
any time or times on or after the date hereof,  but not after 11:59 P.M. Eastern
Time on the  Expiration  Date (as defined  herein)  ____________  fully paid and
nonassessable  shares of Common  Stock (as defined  herein) of the Company  (the
"WARRANT  SHARES"),  at the  purchase  price per share  provided in Section 2(a)
below.

     1. DEFINITIONS.

     (a) WARRANT  ISSUANCE.  This  Warrant  ("WARRANT")  is being  issued to the
holder by the Company pursuant to the Note and Warrant Purchase  Agreement dated
of even date herewith, between the Company and holder.

     (b)  DEFINITIONS.  The  following  words and terms as used in this  Warrant
shall have the following meanings:

          (i) "Business Day" means any day other than Saturday,  Sunday or other
     day on which  commercial  banks in the City of Arizona  are  authorized  or
     required by law to remain closed.

          (ii) "Common  Stock" means (i) the Company's  common stock,  par value
     $.001 per share,  and (ii) any capital  stock into which such Common  Stock

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     shall  have  been   changed  or  any  capital   stock   resulting   from  a
     reclassification of such Common Stock.

          (iii) "Expiration Date" means the date five (5) years from the date of
     this  Warrant or, if such date falls on a Saturday,  Sunday or other day on
     which banks are required or  authorized to be closed in the City of Arizona
     or the State of  Arizona  or on which  trading  does not take  place on the
     principal exchange or automated  quotation system on which the Common Stock
     is traded (a "Holiday"), the next date that is not a Holiday.

          (iv) "Issuance Date" means the date of issuance of this Warrant.

          (v) "Person"  means an  individual,  a limited  liability  company,  a
     partnership,  a joint venture,  a corporation,  a trust, an  unincorporated
     organization and a government or any department or agency thereof.

          (vi)  "Principal  Market" means the  Over-The-Counter  Bulletin  Board
     operated by the NASD.

          (vii) "Securities Act" means the Securities Act of 1933, as amended.

          (viii)  "Warrant"  means  this  Warrant  and all  warrants  issued  in
     exchange, transfer or replacement thereof.

          (ix) "Warrant Exercise Price" shall mean $.50 per share.

          (x)  OTHER  DEFINITIONAL  PROVISIONS.  Except as  otherwise  specified
     herein, all references herein (A) to the Company shall be deemed to include
     the Company's  successors and (B) to any applicable law defined or referred
     to herein,  shall be deemed  references to such  applicable law as the same
     may have been or may be amended  or  supplemented  from time to time.  When
     used in this Warrant,  the words "herein,"  "hereof," and  "hereunder," and
     words of similar import,  shall refer to this Warrant as a whole and not to
     any provision of this Warrant,  and the words  "Section,"  "Schedule,"  and
     "Exhibit"  shall refer to Sections of, and  Schedules and Exhibits to, this
     Warrant unless otherwise specified.  Whenever the context so requires,  the
     neuter gender  includes the masculine or feminine,  and the singular number
     includes the plural, and vice versa.

     2. EXERCISE OF WARRANT.

     (a)  Subject  to the terms  and  conditions  hereof,  this  Warrant  may be
exercised by the holder hereof then  registered on the books of the Company,  in
whole or in part,  at any time on any  Business  Day on or after the  opening of
business  on the  date  hereof  and  prior  to 11:59  P.M.  Eastern  Time on the
Expiration  Date  by (i)  delivery  of a  written  notice,  in the  form  of the
subscription  notice  attached as EXHIBIT A hereto (the "EXERCISE  NOTICE"),  of
such holder's election to exercise this Warrant,  which notice shall specify the
number of Warrant  Shares to be  purchased;  (ii)  payment to the  Company of an
amount equal to the Warrant  Exercise Price  multiplied by the number of Warrant

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Shares as to which this Warrant is being  exercised  in cash,  certified or bank
funds or wire transfer of immediately available funds and (iii) the surrender of
this Warrant (or a Lost  Warrant  Affidavit  in  substantially  the form annexed
hereto as EXHIBIT C with respect to this Warrant in the case of its loss,  theft
or  destruction)  to a common  carrier for  overnight  delivery to the  Company;
provided,  that if such  Warrant  Shares are to be issued in any name other than
that of the registered  holder of this Warrant,  such issuance shall be deemed a
transfer and the  provisions of Section 8 shall be  applicable.  In the event of
any exercise of the rights  represented by this Warrant in compliance  with this
Section 2(a), the Company shall on the second Business Day following the date of
receipt of the Exercise Notice, and this Warrant (or a Lost Warrant Affidavit in
substantially  the form annexed hereto as EXHIBIT C with respect to this Warrant
in the  case  of  its  loss,  theft  or  destruction)  (the  "EXERCISE  DELIVERY
DOCUMENTS"), credit such aggregate number of shares of Common Stock to which the
holder (or its designee)  shall be entitled to the holder's (or its  designee's)
balance account with The Depository  Trust Company;  provided,  however,  if the
holder who submitted the Exercise Notice requested  physical  delivery of any or
all of the  Warrant  Shares,  then the  Company  shall,  on or before the second
Business Day  following  receipt of the Exercise  Delivery  Documents  issue and
surrender to a common carrier for overnight delivery to the address specified in
the Exercise Notice, a certificate, registered in the name of the holder (or its
designee),  for the number of shares of Common Stock to which the holder (or its
designee)  shall be entitled.  Upon delivery of the Exercise  Notice referred to
above,  the holder of this  Warrant  (or its  designee)  shall be deemed for all
corporate  purposes to have  become the holder of record of the  Warrant  Shares
with respect to which this Warrant has been exercised,  irrespective of the date
of  delivery  of  this  Warrant  as  required  by  clause  (iii)  above  or  the
certificates  evidencing such Warrant Shares. In the case of a dispute as to the
determination of the Warrant Exercise Price or the arithmetic calculation of the
Warrant Shares, the Company shall promptly issue to the holder (or its designee)
the number of shares of Common  Stock that is not  disputed and shall submit the
disputed  determinations or arithmetic  calculations to the holder via facsimile
within one  Business  Day of receipt of the  holder's  Exercise  Notice.  If the
holder and the Company are unable to agree upon the determination of the Warrant
Exercise  Price or the  arithmetic  calculation of the Warrant Shares within one
day of such disputed  determination or arithmetic calculation being submitted to
the holder,  then the Company  shall  immediately  submit via  facsimile (i) the
disputed  determination  of  the  Warrant  Exercise  Price  to  an  independent,
reputable investment banking firm of nationally  recognized  standing,  mutually
acceptable  to both the Company and the holder or (ii) the  disputed  arithmetic
calculation  of  the  Warrant  Shares  to an  independent,  outside  accountant,
mutually  acceptable to both the Company and the holder. The Company shall cause
the investment  banking firm or the  accountant,  as the case may be, to perform
the  determinations or calculations and notify the Company and the holder of the
results no later than  forty-eight  (48)  hours  from the time it  receives  the
disputed  determinations  or  calculations.  Such  investment  banking firm's or
accountant's  determination or calculation,  as the case may be, shall be deemed
conclusive absent manifest error.

     (b) Unless the rights  represented  by this  Warrant  shall have expired or
shall have been fully  exercised,  the Company shall, as soon as practicable and
in no event later than two (2)  Business  Days after  delivery  of the  Exercise
Delivery Documents and at its own expense,  issue a new Warrant identical in all
respects to this Warrant  exercised except it shall represent rights to purchase
the number of Warrant  Shares  purchasable  immediately  prior to such  exercise

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under this Warrant exercised,  less the number of Warrant Shares with respect to
which such Warrant is exercised.

     (c) No fractional shares of Common Stock are to be issued upon the exercise
of this  Warrant,  but rather the number of shares of Common  Stock  issued upon
exercise of this Warrant shall be rounded up to the nearest whole number..

     3.  (a)   ADJUSTMENT   FOR   DIVIDENDS   IN  OTHER   STOCK  AND   PROPERTY;
RECLASSIFICATIONS.  In case at any time or from time to time the  holders of the
Common Stock (or any shares of stock or other  securities at the time receivable
upon the  exercise of this  Warrant)  shall have  received,  or, on or after the
record date fixed for the  determination  of eligible  shareholders,  shall have
become entitled to receive, without payment therefor,

                    (1)  other  or  additional  stock  or  other  securities  or
               property (other than cash) by way of dividend,

                    (2) any cash or other  property  paid or payable  out of any
               source other than  retained  earnings  (determined  in accordance
               with generally accepted accounting principles), or

                    (3)  other  or  additional  stock  or  other  securities  or
               property  (including  cash)  by  way  of  stock-split,  spin-off,
               reclassification,  combination  of  shares or  similar  corporate
               rearrangement,

(other  than (x) shares of Common  Stock or any other stock or  securities  into
which such  Common  Stock shall have been  exchanged,  or (y) any other stock or
securities  convertible into or exchangeable for such Common Stock or such other
stock or  securities),  then and in each such case a holder,  upon the  exercise
hereof as  provided  in Section 2, shall be  entitled  to receive  the amount of
stock and other securities and property (including cash in the cases referred to
in clauses (2) and (3) above)  which such holder  would hold on the date of such
exercise  if on the  Issuance  Date such holder had been the holder of record of
the number of shares of Common Stock called for on the face of this Warrant, and
had  thereafter,  during the period from the Issuance  Date to and including the
date of such exercise, retained such shares and/or all other or additional stock
and other  securities and property  (including  cash in the cases referred to in
clause (2) and (3) above)  receivable  by it as  aforesaid  during such  period,
giving effect to all adjustments  called for during such period by Sections 3(a)
and 3(b).

     (b) ADJUSTMENT FOR REORGANIZATION, CONSOLIDATION AND MERGER. In case of any
reorganization  of the  Company  (or any  other  corporation  the stock or other
securities of which are at the time  receivable on the exercise of this Warrant)
or  reclassification  of its securities  after the Issuance Date, or the Company
(or any such other  corporation)  shall  consolidate  with or merge into another
corporation or entity or convey or exchange all or substantially  all its assets
to another  corporation or entity, then and in each such case the holder of this
Warrant, upon the exercise hereof as provided in Section 2 at any time after the
consummation of such reorganization,  reclassification,  consolidation,  merger,
conveyance  or exchange,  shall be entitled to receive,  in lieu of the stock or

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other securities and property receivable upon the exercise of this Warrant prior
to such  consummation,  the stock or other  securities or property to which such
holder  would  have been  entitled  upon such  consummation  if such  holder had
exercised  this  Warrant  immediately  prior  thereto,  all  subject  to further
adjustment  as provided in Sections  3(a),  (b), (c) and (d); in each such case,
the terms of this Warrant  shall be  applicable  to the shares of stock or other
securities or property  receivable  upon the exercise of this Warrant after such
consummation.

     (c) ADJUSTMENT FOR CERTAIN DIVIDENDS AND  DISTRIBUTIONS.  If the Company at
any  time  or  from  time  to  time  makes,  or  fixes  a  record  date  for the
determination  of  holders  of  Common  Stock  (or any  shares of stock or other
securities at the time receivable upon the exercise of this Warrant) entitled to
receive,  a dividend or other  distribution  payable in additional shares of (x)
Common Stock or any other stock or securities into which such Common Stock shall
have been exchanged,  or (y) any other stock or securities  convertible  into or
exchangeable  for such Common Stock or such other stock or securities,  then and
in each such event

          (1) the Warrant Exercise Price then in effect shall be decreased as of
the time of the issuance of such additional  shares or, in the event such record
date is fixed,  as of the close of business on such record date, by  multiplying
the Warrant  Exercise  Price then in effect by a fraction  (A) the  numerator of
which is the total  number of shares of  Common  Stock  issued  and  outstanding
immediately  prior to the time of such issuance or the close of business on such
record  date,  and (B) the  denominator  of which  shall be the total  number of
shares of Common Stock issued and outstanding  immediately  prior to the time of
such  issuance  or the close of business on such record date as the case may be,
plus the number of shares of Common Stock  issuable in payment of such  dividend
or distribution;  PROVIDED,  HOWEVER, that if such record date is fixed and such
dividend is not fully paid or if such distribution is not fully made on the date
fixed therefor, the Warrant Exercise Price shall be recomputed accordingly as of
the close of business on such record date, and  thereafter the Warrant  Exercise
Price shall be adjusted  pursuant to this  Section 3(c) as of the time of actual
payment of such dividends or distributions; and

          (2) the number of shares of Common Stock  theretofore  receivable upon
the exercise of this Warrant shall be increased, as of the time of such issuance
or, in the event such record date is fixed,  as of the close of business on such
record  date,  in inverse  proportion  to the  decrease in the Warrant  Exercise
Price.

     (d) STOCK SPLIT AND REVERSE STOCK SPLIT. If the Company at any time or from
time to time  effects a stock split or  subdivision  of the  outstanding  Common
Stock, the Warrant Exercise Price then in effect  immediately  before that stock
split or subdivision shall be proportionately decreased and the number of shares
of Common Stock  theretofore  receivable upon the exercise of this Warrant shall
be  proportionately  increased.  If the Company at any time or from time to time
effects a reverse stock split or combines the outstanding shares of Common Stock
into a smaller  number of  shares,  the  Warrant  Exercise  Price then in effect
immediately   before  that  reverse   stock  split  or   combination   shall  be
proportionately  increased and the number of shares of Common Stock  theretofore
receivable upon the exercise of this Warrant shall be proportionately decreased.
Each adjustment  under this Section 3(d) shall become  effective at the close of

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business  on the date the  stock  split,  subdivision,  reverse  stock  split or
combination becomes effective.

     4. COVENANTS AS TO COMMON STOCK. The Company hereby covenants and agrees as
follows:

          (a) This Warrant is, and any Warrants  issued in  substitution  for or
replacement  of this Warrant will upon issuance be, duly  authorized and validly
issued.

          (b) All Warrant  Shares  which may be issued upon the  exercise of the
rights represented by this Warrant will, upon issuance, be validly issued, fully
paid and nonassessable  and free from all taxes,  liens and charges with respect
to the issuance thereof.

          (c) During  the period  within  which the rights  represented  by this
Warrant may be  exercised,  the Company  will at all times have  authorized  and
reserved at least 100% of the number of shares of Common Stock needed to provide
for the  exercise of the rights  then  represented  by this  Warrant and the par
value of said shares  will at all times be less than or equal to the  applicable
Warrant Exercise Price.

          (d) The Company shall secure the listing of the shares of Common Stock
issuable upon exercise of this Warrant upon each national securities exchange or
automated  quotation  system, if any, upon which shares of Common Stock are then
listed within the time required by such exchange or quotation system's rules and
regulations  and shall  maintain,  so long as any other  shares of Common  Stock
shall be so listed, such listing of all shares of Common Stock from time to time
issuable  upon the exercise of this  Warrant;  and the Company  shall so list on
each national  securities exchange or automated quotation system within the time
required by such exchange or quotation  system's rules and  regulations,  as the
case may be, and shall  maintain  such  listing of, any other  shares of capital
stock of the Company  issuable  upon the exercise of this Warrant if and so long
as any  shares of the same  class  shall be listed on such  national  securities
exchange or automated quotation system.

          (e)  The  Company  will  not,  by  amendment  of  its  Certificate  of
Incorporation or through any reorganization,  transfer of assets, consolidation,
merger, dissolution, issue or sale of securities, or any other voluntary action,
avoid or seek to avoid the  observance or  performance of any of the terms to be
observed  or  performed  by it  hereunder,  but will at all times in good  faith
assist in the  carrying  out of all the  provisions  of this  Warrant and in the
taking of all such action as may  reasonably  be requested by the holder of this
Warrant in order to protect the exercise privilege of the holder of this Warrant
against dilution or other  impairment,  consistent with the tenor and purpose of
this Warrant.  Without limiting the generality of the foregoing, the Company (i)
will not increase the par value of any shares of Common  Stock  receivable  upon
the exercise of this Warrant  above the Warrant  Exercise  Price then in effect,
and (ii) will take all such actions as may be necessary or  appropriate in order
that the Company may  validly  and  legally  issue fully paid and  nonassessable
shares of Common Stock upon the exercise of this Warrant.

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          (f) This  Warrant will be binding  upon any entity  succeeding  to the
Company by merger,  consolidation or acquisition of all or substantially  all of
the  Company's  assets  and  any  such  successive  mergers,  consolidations  or
acquisitions.

     5. TAXES. The Company shall pay any and all taxes which may be payable with
respect to the  issuance and  delivery of Warrant  Shares upon  exercise of this
Warrant;  provided,  however,  that the Company shall not be required to pay any
tax that may be  payable in respect  of any  transfer  involved  in the issue or
delivery of Common  Stock or other  securities  or property in a name other than
that of the  registered  holders of this Warrant to be converted and such holder
shall pay such amount, if any, to cover any applicable transfer or similar tax.

     6.  WARRANT   HOLDER  NOT  DEEMED  A   STOCKHOLDER.   Except  as  otherwise
specifically  provided  herein,  no holder of this Warrant,  solely by virtue of
such  holding,  shall be entitled to vote or receive  dividends or be deemed the
holder of shares of the Company for any purpose, nor shall anything contained in
this Warrant be construed to confer upon the holder hereof,  as such, any of the
rights of a  stockholder  of the Company or any right to vote,  give or withhold
consent  to any  corporate  action  (whether a  reorganization,  issue of stock,
reclassification  of stock,  consolidation,  merger,  conveyance or  otherwise),
receive  notice of  meetings,  receive  dividends  or  subscription  rights,  or
otherwise,  prior to the  issuance to the holder of this  Warrant of the Warrant
Shares which he or she is then entitled to receive upon the due exercise of this
Warrant.  In addition,  nothing  contained in this Warrant shall be construed as
imposing  any  liabilities  on such  holder to  purchase  any  securities  (upon
exercise of this  Warrant or  otherwise)  or as a  stockholder  of the  Company,
whether  such  liabilities  are  asserted by the Company or by  creditors of the
Company.  Notwithstanding this Section 6, the Company will provide the holder of
this Warrant with copies of the same notices and other  information given to the
stockholders of the Company generally, contemporaneously with the giving thereof
to the stockholders.

     7. REPRESENTATIONS OF HOLDER. The holder of this Warrant, by the acceptance
hereof,  represents that it is acquiring this Warrant and the Warrant Shares for
its own account for investment  only and not with a view towards,  or for resale
in  connection  with,  the public sale or  distribution  of this  Warrant or the
Warrant  Shares,  except  pursuant to sales  registered  or  exempted  under the
Securities Act; provided,  however,  that by making the representations  herein,
the holder does not agree to hold this Warrant or any of the Warrant  Shares for
any minimum or other  specific  term and  reserves  the right to dispose of this
Warrant and the Warrant  Shares at any time in accordance  with or pursuant to a
registration  statement or an exemption  under the Securities Act. The holder of
this Warrant further  represents,  by acceptance hereof,  that, as of this date,
such  holder  is an  "accredited  investor"  as  such  term is  defined  in Rule
501(a)(1) of Regulation D promulgated by the Securities and Exchange  Commission
under the Securities Act (an "Accredited Investor").

     8. OWNERSHIP AND TRANSFER.

          (a) The Company shall maintain at its principal  executive offices (or
such other office or agency of the Company as it may  designate by notice to the
holder hereof),  a register for this Warrant,  in which the Company shall record
the name and address of the person in whose name this  Warrant has been  issued,
as well as the name and  address of each  transferee.  The Company may treat the

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person in whose name any Warrant is  registered on the register as the owner and
holder  thereof for all purposes,  but in all events  recognizing  any transfers
made in accordance with the terms of this Warrant.

          (b)  This  Warrant  and the  rights  granted  hereunder  shall  not be
assignable by the holder hereof without the consent of the Company.

     9. LOST, STOLEN,  MUTILATED OR DESTROYED WARRANT.  If this Warrant is lost,
stolen,  mutilated or destroyed,  the Company  shall,  on receipt of an executed
Lost Warrant  Affidavit in  substantially  the form annexed  hereto as EXHIBIT C
(or, in the case of a mutilated  Warrant,  the Warrant),  issue a new Warrant of
like  denomination  and tenor as this  Warrant  so lost,  stolen,  mutilated  or
destroyed.

     10. NOTICE. Any notices, consents, waivers or other communications required
or  permitted to be given under the terms of this Warrant must be in writing and
will be  deemed  to have  been  delivered:  (i)  upon  receipt,  when  delivered
personally;  (ii) upon receipt, when sent by facsimile (provided confirmation of
transmission is mechanically or electronically generated and kept on file by the
sending  party);  or (iii) one  Business  Day after  deposit  with a  nationally
recognized  overnight  delivery service,  in each case properly addressed to the
party to  receive  the  same.  The  addresses  and  facsimile  numbers  for such
communications shall be:

           If to the Company:

           BestNet Communications Corp.
           5075 Cascade Road, SE
           Suite K
           Grand Rapids, Michigan 49546
           Telephone:    (616) 977-9933
           Facsimile:    (616) 977-9955
           Attention:    Robert Blanchard, President and Chief Executive Officer

           With copy to:

           Squire, Sanders & Dempsey L.L.P.
           Two Renaissance Square
           Suite 2700
           40 North Central Avenue
           Phoenix, Arizona 85004
           Telephone:    (602) 528-4000
           Facsimile:    (602) 253-8129
           Attention:    Gregory R. Hall, Esq.

If to a holder of this Warrant,  to it at the address and  facsimile  number set
forth in writing by the holder and delivered from time to time, or at such other
address and  facsimile as shall be delivered to the Company by the holder at any
time.  Each party shall  provide  five days' prior  written  notice to the other
party of any change in address or  facsimile  number.  Written  confirmation  of

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receipt (A) given by the  recipient  of such  notice,  consent,  waiver or other
communication,  (B)  mechanically  or  electronically  generated by the sender's
facsimile machine containing the time, date,  recipient  facsimile number and an
image of the first page of such  transmission  or (C)  provided by a  nationally
recognized  overnight delivery service shall be rebuttable  evidence of personal
service,  receipt by facsimile or receipt from a nationally recognized overnight
delivery   service  in  accordance   with  clause  (i),  (ii)  or  (iii)  above,
respectively.

     11. DATE. The date of this Warrant is April 24, 2002. This Warrant,  in all
events, shall be wholly void and of no effect after the close of business on the
Expiration Date, except that  notwithstanding  any other provisions  hereof, the
provisions of Section 7 shall  continue in full force and effect after such date
as to any Warrant  Shares or other  securities  issued upon the exercise of this
Warrant.

     12.  AMENDMENT  AND  WAIVER.  Except  as  otherwise  provided  herein,  the
provisions  of the  Warrants  may be amended and the Company may take any action
herein prohibited, or omit to perform any act herein required to be performed by
it, only if the Company has obtained  the written  consent of the holder of this
Warrant  provided that no such action may increase the Warrant Exercise Price of
the Warrants,  decrease the number of shares or class of stock  obtainable  upon
exercise of any Warrants, or otherwise materially adversely effect the rights of
the holder of this Warrant without the written consent of such holder.

     13.  DESCRIPTIVE  HEADINGS;  GOVERNING LAW;  JURISDICTION.  The descriptive
headings of the several Sections and paragraphs of this Warrant are inserted for
convenience  only and do not  constitute a part of this  Warrant.  The corporate
laws of the State of Nevada  shall  govern all issues  concerning  the  relative
rights of the Company and its stockholders.  All other questions  concerning the
construction,  validity, enforcement and interpretation of this Warrant shall be
governed by the internal laws of the State of Arizona,  without giving effect to
any choice of law or conflict of law  provision or rule (whether of the State of
Arizona,  or any other  jurisdictions)  that would cause the  application of the
laws of any jurisdictions  other than the State of Arizona.  Each of the parties
hereto irrevocably consents and submits to the nonexclusive  jurisdiction of the
Supreme Court of the State of Arizona and the United States  District  Court for
the  District of Arizona in  connection  with any  proceeding  arising out of or
relating  to this  Warrant,  waives  any  objection  to venue in the  County  of
Maricopa,  State of Arizona,  or such  District,  and agrees that service of any
summons,  complaint,  notice of other process relating to such proceeding may be
effected in the manner provided by Section 10 hereof.


                                       BESTNET COMMUNICATIONS CORP.


                                       By:
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                                       Name:
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                                       Title:
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