EXHIBIT 10.2

                       NOTE AND WARRANT PURCHASE AGREEMENT


     This  NOTE AND  WARRANT  PURCHASE  AGREEMENT  ("AGREEMENT")  is dated as of
__________  ___,  2002,  by and among  BestNet  Communications  Corp.,  a Nevada
corporation  (the  "COMPANY"),   and  each  person  or  entity  who  executes  a
counterpart  signature  page to this  Agreement  and is listed as an investor on
SCHEDULE I attached to this  Agreement  (each  individually  an  "INVESTOR"  and
collectively the "INVESTORS").

                              W I T N E S S E T H:

     WHEREAS,  the  Company  desires  to sell and  issue up to an  aggregate  of
$1,000,000 (in one or more promissory notes) in the original principal amount of
its 6%  Convertible  Promissory  Notes,  in the identical  form and substance of
EXHIBIT A attached  hereto,  on the terms and  conditions  set forth herein (the
"NOTES"),  to be  unsecured  obligations  of the  Company  and to bear  interest
(computed on the basis of a 360-day year and actual days  elapsed) from the date
of issuance at the rate of six percent (6%) per annum;

     WHEREAS,  the Company  intends to offer the Notes during the period  ending
September 30, 2002,  subject to the Company's right to unilaterally  extend such
period one time for up to an additional 30 days (the "OFFERING PERIOD");

     WHEREAS,  each  Investor  listed on SCHEDULE I will also  receive  two-year
warrants (the "INVESTOR  WARRANTS"),  in substantially the form and substance of
EXHIBIT B attached  hereto,  to purchase  one share of common  stock,  par value
$.001  per  share,  of the  Company  for each  $2.00 of Notes  acquired  by such
Investor (the "WARRANT SHARES"); and

     WHEREAS,  the per share  exercise  price of the Investor  Warrants shall be
$1.50.

     NOW,  THEREFORE,  in  consideration  of  the  foregoing  premises  and  the
covenants  contained  herein  and other  good and  valuable  consideration,  the
receipt and  sufficiency  of which are hereby  acknowledged,  the parties hereto
agree as follows:

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

     "Closing" and "Closing Date" shall have the meanings ascribed to such terms
in Section 1.3 herein.

     "Commission" shall mean the Securities and Exchange Commission or any other
federal agency at the time administering the Securities Act.

     "Common Stock" shall mean the common stock,  par value $.001 per share,  of
the Company.

     "Holder"   and   "Holders"   shall   include  an  Investor  or   Investors,
respectively,  and any  transferee of the Notes,  the Warrants or the Underlying
Shares which have been transferred in compliance thereof.
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     "Maturity  Date" shall mean the 360th day following  the Closing Date,  the
date upon which the Notes mature and the  principal  thereof and any accrued but
unpaid interest thereon becomes due and payable.

     "Regulation  D" shall mean  Regulation  D as  promulgated  pursuant  to the
Securities Act, and as subsequently amended.

     "Securities" shall mean the Notes, the Warrants and the Warrant Shares.

     "Securities  Act" or "Act"  shall  mean  the  Securities  Act of  1933,  as
amended.

                                    ARTICLE I

                   PURCHASE AND SALE OF THE STOCK AND WARRANTS

     Section 1.1 PURCHASE AND SALE.

     (a) Upon the following  terms and  conditions,  the Company shall issue and
sell to each Investor  listed on SCHEDULE I severally,  and each Investor listed
on SCHEDULE I severally shall purchase from the Company, the aggregate principal
amount  of Notes and the  number of  Investor  Warrants  indicated  next to such
Investor's name on SCHEDULE I attached hereto.

     Section 1.2 PURCHASE PRICE.  The purchase price for the Notes shall be 100%
of the  principal  amount  thereof (the "NOTE  PURCHASE  PRICE").  Each Investor
listed on SCHEDULE I will also receive Warrants to purchase their pro rata share
of the Warrant Shares.

     Section 1.3 THE CLOSING.

          (a) The date of this  Agreement  shall be the date this  Agreement  is
signed by the first  Investor(s) to acquire the Notes hereunder.  It is expected
that there will be one or more closings of the sale of the Notes hereunder until
such time as all of the Notes  have been  acquired  or the  Offering  Period has
expired.  Each  closing  of the  purchase  and sale of the  Notes  and  Investor
Warrants (the "CLOSING") shall take place by facsimile transmission of signature
pages  to each  of the  documents  contemplated  by  this  Agreement,  following
acceptance by the Company of subscriptions for Notes being offered hereby, which
acceptance  shall not occur until the  conditions set forth in Article IV hereof
with respect to each sale shall be fulfilled or waived in  accordance  herewith.
The date on which the  Closing  occurs  is  referred  to herein as the  "CLOSING
DATE."

          (b) On the Closing Date,  the Company shall deliver to the  applicable
Investor the Notes and corresponding  Investor Warrants  purchased  hereunder by
such Investor  registered in the name of such Investor,  and such Investor shall
deliver to the Company the purchase  price for the Warrants and Notes  purchased
by such Investor hereunder by wire transfer in immediately available funds to an
account  designated  in writing not less than two (2) business days prior to the
Closing Date by the Company. Each party shall deliver all documents, instruments
and writings  required to be delivered by such party  pursuant to this Agreement
at or prior to the Closing Date.

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<PAGE>
                                   ARTICLE II

                         REPRESENTATIONS AND WARRANTIES

     Section 2.1  REPRESENTATIONS  AND  WARRANTIES  OF THE COMPANY.  The Company
hereby  makes  the  following  representations  and  warranties  to  each of the
Investors from and as of the date hereof through the Closing Date:

          (a)  ORGANIZATION  AND  QUALIFICATION;  MATERIAL  ADVERSE EFFECT.  The
Company is a corporation  duly organized,  validly existing and in good standing
under the laws of the State of  Nevada.  Except for the  Company's  subsidiaries
disclosed  in its Form 10-KSB for the fiscal  year ended  August 31, 2001 or its
subsequently filed Form 10-QSBs (the "COMPANY SEC FILINGS"),  there are no other
corporations  or  other  entities  (including  partnerships,  limited  liability
companies and joint  ventures) in which the Company  directly or indirectly owns
at least a majority of the voting power  represented by the outstanding  capital
stock or other voting securities or interests having voting power under ordinary
circumstances  to elect a majority of the  directors  or similar  members of the
governing  body, or otherwise to direct the  management  and  policies,  of such
corporation or entity. The Company has the requisite  corporate power to own its
properties and to carry on its business as now being  conducted.  The Company is
duly  qualified as a foreign  corporation to do business and is in good standing
in every  jurisdiction in which the nature of the business conducted or property
owned by it makes  such  qualification  necessary  other than those in which the
failure  so to qualify  would  not,  individually  or in the  aggregate,  have a
Material Adverse Effect.  "MATERIAL  ADVERSE EFFECT" means any adverse effect on
the business, operations,  properties,  prospects, or financial condition of the
entity  with  respect to which such term is used and which is  material  to such
entity and other entities  controlling or controlled by such entity,  taken as a
whole, and any material adverse effect on the  transactions  contemplated  under
the Agreement or any other agreement or document contemplated hereby.

          (b)  AUTHORIZATION;  ENFORCEMENT.  (i) The Company  has the  requisite
corporate  power and  authority to enter into and perform this  Agreement and to
issue the Securities in accordance with the terms hereof, the terms of the Notes
and the terms of the Investor Warrants,  (ii) the execution and delivery of this
Agreement  by  the  Company  and  the  consummation  by it of  the  transactions
contemplated  hereby and  thereby,  including  the  issuance  of the Notes,  the
Investor  Warrants in accordance with the terms of this Agreement and the shares
of Common Stock underlying the Notes and the Investor  Warrants (the "UNDERLYING
SHARES"),  have been duly  authorized  by all necessary  action,  and no further
consent or  authorization  of the Company is required,  (iii) this Agreement has
been  duly  executed  and  delivered  by the  Company,  and  (iv)  each  of this
Agreement, the Notes and the Investor Warrants constitutes the valid and binding
obligation of the Company enforceable against the Company in accordance with its
terms,  except as the  enforceability  thereof  may be  limited  by  bankruptcy,
insolvency,  reorganization  or similar  laws  relating  to the  enforcement  of
creditors' rights generally and by general principles of equity.

          (c) CAPITALIZATION. SCHEDULE 2.1(C) sets forth the outstanding capital
stock of the Company.  The issued and outstanding shares of capital stock of the
Company have been validly issued and are fully paid and  non-assessable.  Except
as set forth on SCHEDULE  2.1(C),  there are no outstanding  options,  warrants,
rights to  subscribe  for,  calls or  commitments  of any  character  whatsoever
relating to, or securities  or rights  exchangeable  or  convertible  into,  any
ownership interest in the Company.

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<PAGE>
          (d)  ISSUANCE  OF NOTES  AND THE  INVESTOR  WARRANTS.  The  Notes  and
Investor  Warrants are duly authorized and the Underlying  Shares will be, as of
the Closing Date,  reserved for issuance  and,  upon  conversion of the Notes in
accordance  with  the  terms  thereof  and  upon  exercise  of the  Warrants  in
accordance  with  terms  thereof,   will  be  validly  issued,  fully  paid  and
non-assessable,  free and clear of any and all liens,  claims and  encumbrances,
except for liens,  claims and  encumbrances  placed upon such  Securities  by an
Investor.

          (e) NO CONFLICTS.  The  execution,  delivery and  performance  of this
Agreement,  the  Notes  and  the  Investor  Warrants  by  the  Company  and  the
consummation by the Company of the transactions  contemplated hereby and thereby
do not and will not (i) result in a violation of the  organizational  documents,
as amended, of the Company or (ii) conflict with, or constitute a default (or an
event which with notice or lapse of time or both would become a default)  under,
or  give to  others  any  rights  of  termination,  amendment,  acceleration  or
cancellation of, any agreement,  indenture, patent, patent license or instrument
to which the Company is a party, or result in a violation of any Federal, state,
local or foreign law, rule,  regulation,  order,  judgment or decree  (including
Federal and state securities laws and regulations)  applicable to the Company or
by which  any  property  or  asset of the  Company  is  bound  (except  for such
conflicts, defaults, terminations, amendments, accelerations,  cancellations and
violations  as would  not,  individually  or in the  aggregate,  have a Material
Adverse  Effect);  provided,  that,  for purposes of such  representation  as to
Federal,  state, local or foreign law, rule or regulation,  no representation is
made herein with respect to any of the same  applicable  solely to the Investors
and not to the  Company.  The  business of the Company has not been,  is not now
being  conducted  in  violation  of any  law,  ordinance  or  regulation  of any
governmental  entity,  except  for  violations  which  either  singly  or in the
aggregate do not and will not have a Material Adverse Effect. The Company is not
required  under  Federal,  state,  local or foreign law,  rule or  regulation to
obtain  any  consent,  authorization  or  order  of,  or to make any  filing  or
registration with, any court or governmental  agency in order for it to execute,
deliver or perform any of its obligations  under this Agreement,  the Notes, the
Investor  Warrants or issue and sell the Notes or such  Warrants  in  accordance
with the terms hereof,  the Underlying  Shares  issuable upon  conversion of the
Notes and upon  exercise of the  Warrants,  provided  that,  for purposes of the
representation  made in this sentence,  the Company is assuming and relying upon
the accuracy of the relevant  representations  and  agreements  of the Investors
herein.

          (f) NO MATERIAL  ADVERSE CHANGE.  Since May 31, 2002, the date through
which  the  most  recent   unaudited   financial   statements   (the  "FINANCIAL
STATEMENTS") of the Company have been prepared, no event which,  individually or
in the aggregate, when considered with any other event, had or is likely to have
a Material  Adverse  Effect has  occurred or exists with respect to the Company,
except as otherwise  disclosed or  reflected  in  Financial  Statements,  and as
otherwise provided to the Investors prior to the date hereof.

          (g) NO  UNDISCLOSED  LIABILITIES.  Except  as  set  forth  in the  SEC
Filings,  the Company does not have any liabilities or obligations not disclosed
in the  Financial  Statements,  other than  those  liabilities  incurred  in the

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<PAGE>
ordinary course of its respective business since May 31, 2002, or liabilities or
obligations,  individually or in the aggregate, which do not or would not have a
Material Adverse Effect on the Company.

          (h) NO GENERAL SOLICITATION. Neither the Company nor, to the Company's
knowledge, any of its affiliates or any person acting on its or their behalf has
engaged in any form of general  solicitation or general  advertising (within the
meaning of Regulation D) in connection with the offer or sale of the Securities.

          (i) INTELLECTUAL PROPERTY. Except as set forth in the SEC Filings, the
Company  owns,  or has legal  and  valid  rights  by  license,  lease,  or other
agreement to use, all trademarks,  trade names,  service marks,  Internet domain
names,  logos,  assumed names,  copyrights,  patents,  trade secrets,  software,
databases and names,  likenesses and other information  concerning real persons,
and all registrations and applications therefor (collectively, the "INTELLECTUAL
PROPERTY  RIGHTS") which are used or are needed to conduct its business as it is
now being conducted or as proposed to be conducted. The Company has no reason to
believe that the  Intellectual  Property Rights owned or used by the Company are
invalid or unenforceable or that the use of such Intellectual Property Rights by
the Company  infringes upon or conflicts with any right of any third party,  and
the Company has no knowledge of a basis for such claim or has received notice of
any  such  infringement  or  conflict.  The  Company  has  no  knowledge  of any
infringement or other violation of the Company's Intellectual Property Rights by
any third party. All  registrations  and applications for material  Intellectual
Property Rights owned by the Company are valid and  subsisting,  and standing in
the  record  ownership  of the  Company.  There  are no  settlements,  consents,
agreements to forebear or other similar  agreements or arrangements to which the
Company is bound which materially  affects its rights to own, use or enforce any
Intellectual Property Rights.

          (j)  NO  LITIGATION.  Except  as set  forth  in the  SEC  Filings,  no
litigation or claim  (including  those for unpaid taxes)  against the Company is
pending  or, to the  Company's  knowledge,  threatened,  and no other  event has
occurred,  which if determined adversely would have a Material Adverse Effect on
the Company, or would materially adversely effect the transactions  contemplated
hereby.

          (k) BROKERS.  During the Offering Period, the Company may elect to pay
brokerage  commissions  to  registered  broker-dealers  who,  at  the  Company's
request,  assist  in the  sale of the  Notes.  The  commissions  will be up to a
maximum of eight  percent (8%) of any proceeds  received  from the Notes offered
and sold by an authorized broker-dealer.

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<PAGE>
     Section 2.2  REPRESENTATIONS  AND WARRANTIES OF THE INVESTORS.  Each of the
Investors, severally and not jointly, hereby makes the following representations
and warranties to the Company as of the date hereof and on the Closing Date:

          (a)  AUTHORIZATION;  ENFORCEMENT.  (i) Such Investor has the requisite
power and authority,  or the legal  capacity,  as the case may be, to enter into
and perform this  Agreement  and to purchase the  Securities  being sold to such
Investor  hereunder,  (ii) the execution and delivery of this  Agreement by such
Investor and the consummation by it of the transactions contemplated hereby have
been duly  authorized  by all  necessary  corporate or  partnership  action,  as
required,  and (iii) this Agreement constitutes the valid and binding obligation
of such Investor  enforceable  against such  Investor in  accordance  its terms,
except  as  such  enforceability  may  be  limited  by  applicable   bankruptcy,
insolvency, reorganization, moratorium, liquidation or similar laws relating to,
or affecting  generally the enforcement of creditors'  rights and remedies or by
other equitable principles of general application.

          (b) NO CONFLICTS.  The  execution,  delivery and  performance  of this
Agreement and the consummation by such Investor of the transactions contemplated
hereby  do not and  will  not  (i)  result  in a  violation  of such  Investor's
organizational  documents,  or (ii) conflict with any agreement,  indenture,  or
instrument to which such Investor is a party,  or (iii) result in a violation of
any law,  rule, or  regulation or any order,  judgment or decree of any court or
governmental  agency applicable to such Investor.  Such Investor is not required
to obtain any consent or authorization  of any governmental  agency in order for
it to perform its obligations under this Agreement.

          (c)  INVESTMENT  REPRESENTATION.   Such  Investor  is  purchasing  the
securities  purchased  hereunder  for its  own  account  and not  with a view to
distribution  in violation of any securities  laws. With respect to the purchase
of the  securities  pursuant  to this  Agreement,  Investor  is not acting as an
"underwriter" within the meaning of Section 2(a)(11) of the Securities Act. Such
Investor has no present intention to sell the securities purchased hereunder and
such  Investor has no present  arrangement  (whether or not legally  binding) to
sell the  Securities  purchased  hereunder  to or through  any person or entity;
provided,  however,  that by the representations  herein, such Investor does not
agree to hold any of the  Securities  for any minimum or other specific term and
reserves the right to dispose of any of the Securities at any time in accordance
with Federal and state securities laws applicable to such disposition.

          (d) ACCREDITED INVESTOR.  Such Investor is an "ACCREDITED INVESTOR" as
defined in Rule 501 promulgated  under the Securities Act. The Investor has such
knowledge  and  experience  in  financial  and  business  matters in general and
investments in particular,  so that such Investor is able to evaluate the merits
and risks of an investment in the Securities  purchased hereunder and to protect
its own interests in connection with such  investment.  In addition (but without
limiting the effect of the Company's  representations  and warranties  contained
herein),  such Investor has reviewed the Company's SEC Filings and received such
information  as it considers  necessary or appropriate  for deciding  whether to
purchase the Securities purchased hereunder.  Notwithstanding the foregoing, the
Investor has not been  provided and is not  otherwise in  possession of material
nonpublic information pertaining to the Company.

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<PAGE>
          (e) RULE  144.  Such  Investor  understands  that  there is no  public
trading market for the Notes or the Warrants,  that none is expected to develop,
and that the  Notes  and the  Warrants  must be held  indefinitely  unless  such
securities  are  registered  under  the  Securities  Act  or an  exemption  from
registration is available.  Such Investor understands that any Underlying Shares
issued  upon  exercise of the  Warrants  must be held  indefinitely  unless such
securities are registered  under the Act or an exemption  from  registration  is
available.  Such Investor has been advised or is aware of the provisions of Rule
144 promulgated under the Act.

          (f) BROKERS.  Investor  has taken no action,  which would give rise to
any claim by any  person for  brokerage  commissions,  finder's  fees or similar
payments  by  the  Company  relating  to  this  Agreement  or  the  transactions
contemplated hereby.

          (g) RELIANCE BY THE COMPANY.  Such Investor understands that the Notes
and Warrants are being offered and sold in reliance on a transactional exemption
from the registration requirements of Federal and state securities laws and that
the  Company  is relying  upon the truth and  accuracy  of the  representations,
warranties, agreements,  acknowledgments and understandings of such Investor set
forth herein in order to determine the  applicability of such exemptions and the
suitability of such Investor to acquire the Securities.

                                   ARTICLE III

                                    COVENANTS

     Section 3.1  CERTIFICATES ON CONVERSION OR EXERCISE.  Upon (i) the exercise
of any Warrants in accordance with the terms of the Warrants,  the Company shall
issue and deliver to such Investor (or the then holder) within five (5) business
days of the exercise date, (x) a Certificate or  Certificates  representing  the
Underlying  Shares  issuable  upon  exercise,  and  (y)  a  new  certificate  or
certificates  for the Warrants of such  Investor (or holder)  which have not yet
been exercised but which are evidenced in part by the  certificate(s)  submitted
to the  Company  in  connection  with  such  exercise  (with  the  number of and
denomination of such new certificate(s) designated by such Investor or holder).

     Section 3.2 REPLACEMENT CERTIFICATES.  The certificate(s)  representing the
Notes,  the  Underlying  Shares or the  Warrants  held by any  Investor (or then
holder) may be exchanged by such  Investor (or such holder) at any time and from
time to time for certificates with different denominations representing an equal
amount  of  Notes or an  equal  number  of  Warrants,  as the  case  may be,  as
reasonably  requested by such  Investor (or such holder) upon  surrendering  the
same.  No  service  charge  will be made  for  such  registration,  transfer  or
exchange.

     Section 3.3 NOTICES. The Company agrees to provide all holders of Notes and
all holders of Warrants with copies of all notices and  information,  including,
without  limitation,  notices  and  proxy  statements  in  connection  with  any
meetings,  that are provided to the holders of Underlying Shares in the Company,
contemporaneously  with the  delivery  of such  notices or  information  to such
existing members.

     Section 3.4 RESERVATION OF UNDERLYING  SHARES  ISSUABLE UPON EXERCISE.  The
Company shall at all times reserve and keep available, solely for the purpose of

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affecting  the exercise of the  Warrants,  such number of  Underlying  Shares as
shall from time to time be sufficient to effect the exercise of all  outstanding
Warrants.

     Section 3.5 NO  IMPAIRMENT.  The  Company  will not,  by  amendment  of its
organizational  documents  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 under this Agreement,  the Notes and
the Warrants,  but will at all times in good faith assist in the carrying out of
all the provisions of such agreements and instruments.

                                   ARTICLE IV

                                   CONDITIONS

     Section 4.1 CONDITIONS  PRECEDENT TO THE OBLIGATION OF THE COMPANY TO ISSUE
AND SELL THE NOTES AND THE INVESTOR  WARRANTS.  The obligation  hereunder of the
Company to issue and sell the Notes and  Investor  Warrants to the  Investors is
subject to the  satisfaction,  at or before  the  Closing  Date,  of each of the
conditions set forth below.  These conditions are for the Company's sole benefit
and may be waived by the Company at any time in its sole discretion.

          (a) ACCURACY OF THE INVESTORS'  REPRESENTATIONS  AND  WARRANTIES.  The
representations and warranties of each Investor shall be true and correct in all
material  respects as of the date when made and as of the Closing Date as though
made at that time (except for  representations and warranties that speak as of a
particular date, which shall be true and correct in all material  respects as of
such other date).

          (b)  PERFORMANCE BY THE INVESTORS.  Each Investor shall have performed
all agreements and satisfied all conditions  required  hereby to be performed or
satisfied by such Investor at or prior to the Closing Date.

          (c) NO INJUNCTION.  No statute,  rule,  regulation,  executive  order,
decree,  ruling or injunction shall have been enacted,  entered,  promulgated or
endorsed by any court or governmental  authority of competent jurisdiction which
prohibits  the  consummation  of any of the  transactions  contemplated  by this
Agreement.

          (d)   APPROVALS.   The  Company  shall  have  obtained  the  requisite
consents/approvals  with  respect  to  the  transactions  contemplated  by  this
Agreement in accordance with the Company's organizational documents,  including,
without limitation, receipt of approval of the Company's board of directors.

     Section 4.2  CONDITIONS  PRECEDENT TO THE  OBLIGATION  OF THE  INVESTORS TO
PURCHASE THE NOTES AND THE WARRANTS.  The obligation  hereunder of each Investor
to acquire and pay for the Notes and Warrants is subject to the satisfaction, at
or before the Closing Date,  of each of the  conditions  set forth below.  These
conditions  are for each  Investor's  sole  benefit  and may be  waived  by each
Investor at any time in its sole discretion.

          (a) ACCURACY OF THE  COMPANY'S  REPRESENTATIONS  AND  WARRANTIES.  The
representation and  warranties of  the Company  shall be true and correct in all

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material  respects as of the date when made and as of the Closing Date as though
made at that time (except for  representations and warranties that speak as of a
particular  date which shall be true and correct in all material  respects as of
such other date),  and except that all  representations  and warranties  that by
their  terms are  qualified  by  reference  to  "materiality"  or to a "Material
Adverse Effect" shall be, or have been, true and correct in all respects.

          (b)  PERFORMANCE BY THE COMPANY.  The Company shall have performed all
agreements and satisfied all conditions required to be performed or satisfied by
the Company at or prior to the Closing Date.

          (c) NO INJUNCTION.  No statute,  rule,  regulation,  executive  order,
decree,  ruling or injunction shall have been enacted,  entered,  promulgated or
endorsed by any court or governmental  authority or competent jurisdiction which
prohibits  the  consummation  of any of the  transactions  contemplated  by this
Agreement.

          (d) OFFICER'S  CERTIFICATE.  The Company  shall have  delivered to the
Investors a certificate  in form and substance  reasonably  satisfactory  to the
Investors, executed by the Secretary or an Assistant Secretary of the Company on
behalf  of the  Company,  certifying  as to  the  satisfaction  of  all  closing
conditions,  incumbency of signing officers,  charter, Bylaws, good standing and
authorizing resolutions of the Company.

                                    ARTICLE V

                      LEGEND AND STOCK; REGISTRATION RIGHTS

     Section 5.1 LEGEND AND STOCK. Each certificate  representing the Notes, the
Warrants and the Underlying Shares shall be stamped or otherwise  imprinted with
a legend substantially in the following form:

     THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "SECURITIES ACT"), AND THEY MAY NOT BE OFFERED,  SOLD,  PLEDGED,
HYPOTHECATED,  ASSIGNED OR  TRANSFERRED  EXCEPT (I)  PURSUANT TO A  REGISTRATION
STATEMENT  UNDER THE  SECURITIES  ACT WHICH HAS BECOME  EFFECTIVE AND IS CURRENT
WITH RESPECT TO THESE  SECURITIES OR (II) PURSUANT TO A SPECIFIC  EXEMPTION FROM
REGISTRATION  UNDER THE  SECURITIES  ACT,  BUT ONLY UPON A HOLDER  HEREOF  FIRST
HAVING  OBTAINED THE WRITTEN  OPINION OF COUNSEL  REASONABLY  ACCEPTABLE  TO THE
ISSUER  THAT  THE  PROPOSED   DISPOSITION  IS  CONSISTENT  WITH  ALL  APPLICABLE
PROVISIONS OF THE SECURITIES ACT AS WELL AS ANY APPLICABLE "BLUE SKY" OR SIMILAR
SECURITIES LAW.

     Section 5.2 REGISTRATION  RIGHTS.  The shares of Common Stock issuable upon
conversion of the Notes and upon  exercise of the Warrants  shall be entitled to
the  registration  rights  set  forth in a  registration  rights  agreement,  in
substantially the form and substance of EXHIBIT C attached hereto.

                                       9
<PAGE>
                                   ARTICLE VI

                                   TERMINATION

     Section 6.1 TERMINATION BY MUTUAL CONSENT. This Agreement may be terminated
at any time  prior to the  Closing  Date by the  mutual  written  consent of the
Company and the Investors.

     Section 6.2 OTHER  TERMINATION.  This  Agreement  may be  terminated by the
Company or by any of the  Investors  at any time if the  Closing  Date shall not
have occurred by the fifth  business day  following the date of this  Agreement;
provided, however, that the right to terminate this Agreement under this Section
6.2 shall not be available to any party whose failure to fulfill any  obligation
under this  Agreement  has been the cause of, or resulted in, the failure of the
Closing Date to have occurred on or prior to such date.

                                   ARTICLE VII

                                  MISCELLANEOUS

     Section 7.1 STAMP TAXES;  AGENT FEES.  The Company  shall pay all stamp and
other taxes and duties levied in  connection  with the issuance of the Notes and
the Warrants pursuant hereto,  and the Underlying Shares issued upon exercise of
the Warrants.

     Section 7.2 SPECIFIC ENFORCEMENT; CONSENT TO JURISDICTION.

          (a)  The  Company  and  the  Investors   acknowledge  and  agree  that
irreparable  damage would occur in the event that any of the  provisions of this
Agreement  were not performed in accordance  with their  specific  terms or were
otherwise breached.  It is accordingly agreed that the parties shall be entitled
to an injunction or injunctions to prevent or cure breaches of the provisions of
this Agreement and to enforce specifically the terms and provisions hereof, this
being in  addition  to any other  remedy to which any of them may be entitled by
law or equity.

          (b) The  Company  and each of the  Investors  (i)  hereby  irrevocably
submits to the exclusive  jurisdiction  of the United States  District Court for
the District of Arizona, the Arizona State courts and other courts of the United
States sitting in Maricopa County,  Arizona for the purposes of any suit, action
or  proceeding  arising  out of or relating  to this  Agreement  and (ii) hereby
waives,  and agrees not to assert in any such suit,  action or  proceeding,  any
claim that it is not personally  subject to the jurisdiction of such court, that
the suit,  action or proceeding is brought in an inconvenient  forum or that the
venue of the suit, action or proceeding is improper. The Company and each of the
Investors  consents  to  process  being  served  in any  such  suit,  action  or
proceeding  by mailing a copy thereof to such party at the address in effect for
notices to it under this Agreement and agrees that such service shall constitute
good and  sufficient  service of process  and  notice  thereof.  Nothing in this
paragraph  shall affect or limit any right to serve  process in any other manner
permitted by law.

     Section 7.3 ENTIRE AGREEMENT;  AMENDMENT.  This Agreement together with the
agreements and documents  executed in connection  herewith,  contains the entire
understanding  of the parties  with respect to the matters  covered  hereby and,
except as  specifically  set forth herein,  neither the Company nor any Investor

                                       10
<PAGE>
makes any representation, warranty, covenant or undertaking with respect to such
matters. No provision of this Agreement may be waived or amended other than by a
written  instrument  signed by the party  against whom  enforcement  of any such
amendment or waiver is sought.

     Section 7.4 NOTICES. Any notices, consents, waivers or other communications
required or permitted to be given under the terms of this  Agreement  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:

     to the Company:     BestNet Communications Corp.
                         5075 East Cascade Road, Suite K
                         Grand Rapids, Michigan  49546
                         Telephone: (616) 977-9933
                         Facsimile: (616) 977-9955
                         Attn: Robert A. Blanchard

     with copies to:     Squire, Sanders & Dempsey L.L.P.
                         Two Renaissance Square
                         40 North Central Avenue, Suite 2700
                         Phoenix, Arizona  85004-4498
                         Telephone: 602-528-4134
                         Facsimile: 602-253-8129
                         Attn: Gregory R. Hall, Esq.

     to the Investors:   To each Investor with a copy to its counsel at the
                         addresses set forth on SCHEDULE I of this Agreement.

Any party  hereto may from time to time change its address for notices by giving
at least  five (5) days  written  notice of such  changed  address  to the other
parties  hereto.  Written  confirmation of 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.

     Section 7.5 INDEMNITY. Each party shall indemnify, defend and hold harmless
each  other  party  against  any loss,  cost or  damages  (including  reasonable
attorney's   fees)  incurred  as  a  result  of  such  parties'  breach  of  any
representation, warranty, covenant or agreement in this Agreement.

     Section 7.6 WAIVERS.  No waiver by any party of any default with respect to
any provision,  condition or requirement of this Agreement shall be deemed to be
a continuing waiver in the future or a waiver of any other provision,  condition

                                       11
<PAGE>
or requirement  hereof, nor shall any delay or omission of any party to exercise
any right hereunder in any manner impair the exercise of any such right accruing
to it thereafter.

     Section 7.7 HEADINGS.  The headings herein are for convenience only, do not
constitute a part of this  Agreement  and shall not be deemed to limit or affect
any of the provisions hereof.

     Section 7.8 SUCCESSORS AND ASSIGNS.  Except as otherwise  provided  herein,
this Agreement shall be binding upon and inure to the benefit of the parties and
their  successors  and  permitted  assigns.  The  parties  hereto may amend this
Agreement  without notice to or the consent of any third party.  The Company may
not assign this  Agreement or any rights or  obligations  hereunder  without the
prior written consent of such Investors  holding a majority in principal  amount
of the Notes  (which  consent  may be  withheld  for any  reason  in their  sole
discretion),  except that the Company may assign this  Agreement  in  connection
with  a  merger,  consolidation,  business  combination  or the  sale  of all or
substantially  all of its assets  provided that the Company is not released from
any of its obligations hereunder, such successor in interest or assignee assumes
all  obligations of the Company  hereunder,  and  appropriate  adjustment of the
provisions  contained in this Agreement,  the Notes and the Investor Warrants is
made,  in form  and  substance  satisfactory  to the  Investors,  to  place  the
Investors  in  substantially  the same  position as they would have been but for
such assignment.  No Investor may assign this Agreement (in whole or in part) or
any rights or obligations  hereunder without the Company's prior written consent
(which consent may be withheld for any reason in their sole discretion).

     Section 7.9 NO THIRD PARTY  BENEFICIARIES.  This  Agreement is intended for
the benefit of the parties hereto and their respective  permitted successors and
assigns and is not for the benefit of, nor may any provision  hereof be enforced
by, any other person.

     Section  7.10  GOVERNING  LAW.  This  Agreement  shall be  governed  by and
construed  and enforced in  accordance  with the  internal  laws of the State of
Arizona without regard to such State's principles of conflict of laws.

     Section  7.11  SURVIVAL.   The   representations  and  warranties  and  the
agreements and covenants of the Company and each Investor contained herein shall
survive the Closing.

     Section  7.12  EXECUTION.  This  Agreement  may be  executed in two or more
counterparts,  all of which shall be considered one and the same  agreement,  it
being understood that all parties need not sign the same counterpart.

     Section 7.13 PUBLICITY.  The Company agrees that it will not include in any
public  announcement  the name of any Investor  without its consent,  unless and
until such disclosure is required by law or applicable regulation, and then only
to the extent of such requirement.

     Section  7.14  SEVERABILITY.  The  parties  acknowledge  and agree that all
representations, warranties, covenants and agreements of the Investors hereunder
are several and not joint,  that no Investor  shall have any  responsibility  or

                                       12
<PAGE>
liability for the representations,  warrants,  agreements,  acts or omissions of
any other Investor,  and that any rights granted to "Investors"  hereunder shall
be enforceable by each Investor hereunder.

     Section 7.15 LIKE TREATMENT OF HOLDERS.  Neither the Company nor any of its
affiliates  shall,  directly  or  indirectly,  pay  or  cause  to  be  paid  any
consideration,  whether by way of interest,  fee,  payment for the redemption or
exchange of Securities, or otherwise, to any holder of Securities,  for or as an
inducement to, or in connection with the solicitation of, any consent, waiver or
amendment of any terms or provisions of the Securities or this Agreement, unless
such  consideration is required to be paid to all holders of Securities bound by
such consent,  waiver or amendment whether or not such holders so consent, waive
or agree to amend and whether or not such holders  tender their  Securities  for
redemption or exchange.  The Company shall not,  directly or indirectly,  redeem
any  Securities  unless such offer of redemption is made pro rata to all holders
of Securities on identical terms.

     Section 7.16  EXPENSES.  Each party shall pay its own expenses  incident to
the preparation and performance of this Agreement and the documents provided for
herein.

                                       13
<PAGE>
     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
duly executed as of the date first above written.

                                        BESTNET COMMUNICATIONS CORP.,
                                        a Nevada corporation


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------




                                        INVESTOR:

                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------

                                       14
<PAGE>
                             EXHIBITS AND SCHEDULES


     Exhibit A                            Form of Notes
     Exhibit B                            Form of Warrant
     Exhibit C                            Form of Registration Rights Agreement
<PAGE>
                                   SCHEDULE I


<TABLE>
<CAPTION>
  NAME AND ADDRESS OF           NAME AND ADDRESS                                PRINCIPAL AMOUNT      NO. OF SHARES
      INVESTOR (1)              OF REPRESENTATIVE          PURCHASE PRICE           OF NOTES        UNDERLYINGWARRANTS
      ------------              -----------------          --------------           --------        ------------------
<S>                            <C>                        <C>                  <C>                 <C>
                                                           $
</TABLE>
<PAGE>
                                    EXHIBIT A

THE SECURITIES  EVIDENCED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED  UNDER THE
SECURITIES  ACT OF 1933,  AS  AMENDED  (THE  "ACT"),  AND HAVE  BEEN  TAKEN  FOR
INVESTMENT PURPOSES ONLY, AND NOT WITH A VIEW TO THE DISTRIBUTION  THEREOF, AND,
EXCEPT AS STATED IN THE NOTE AND WARRANT  PURCHASE  AGREEMENT  DATED  __________
___, 2002,  PURSUANT TO WHICH SUCH SECURITIES  WERE ISSUED,  SUCH SECURITIES MAY
NOT BE SOLD,  PLEDGED OR TRANSFERRED  UNLESS THERE IS AN EFFECTIVE  REGISTRATION
STATEMENT OR REGULATION A NOTIFICATION UNDER THE ACT COVERING SUCH SECURITIES OR
THE  COMPANY  RECEIVES  AN  OPINION OF  COUNSEL  (WHICH  MAY BE COUNSEL  FOR THE
COMPANY),  REASONABLY  SATISFACTORY IN FORM AND CONTENT TO THE COMPANY,  STATING
THAT SUCH  SALE OR  TRANSFER  IS EXEMPT  FROM THE  REGISTRATION  AND  PROSPECTUS
DELIVERY REQUIREMENTS OF THE ACT.

$_________        __________  ___, 2002                         Grand Rapids, MI


                         6% CONVERTIBLE PROMISSORY NOTE

     FOR VALUE RECEIVED, BESTNET COMMUNICATIONS CORP., a Nevada corporation (the
"COMPANY"),  hereby  promises  to pay to the order of  _____________________,  a
_________________  corporation  ("HOLDER"),  or Holder's registered assigns, the
principal sum of __________________  Dollars ($_______________) or, if less, the
aggregate  unpaid  principal  amount this Note on the Maturity  Date (as defined
herein);  together  with  interest on any and all  principal  amounts  remaining
unpaid  hereunder  from  time to time  outstanding  from the date  hereof  until
payment in full.

     1. NOTE AND WARRANT PURCHASE AGREEMENT. This Note has been issued to Holder
by the Company pursuant to the Note and Warrant Purchase Agreement dated of even
date  herewith  (the "NOTE  PURCHASE  AGREEMENT"),  between  the Company and the
Holder.  Capitalized  terms used  herein but not herein  defined  shall have the
meanings  ascribed  thereto in the Note Purchase  Agreement,  unless the context
otherwise requires.

     2. INTEREST.  Except as otherwise  provided below,  interest will accrue on
the unpaid  principal  balance of this Note outstanding from time to time at the
rate of six percent (6%) per annum, calculated on the basis of the actual number
of days elapsed and on the basis of a 360 day year. Except as provided herein or
in the Note Purchase Agreement,  all accrued interest on this Note shall be paid
quarterly  commencing  on __________  ____,  2002 and on the same day of each of
________________  thereafter. If the Company shall default in the payment of the
principal of or interest on this Note,  the Company shall on demand from time to
time pay interest (i) on the amount of such defaulted principal and, (ii) to the
extent permitted by law, on the amount of such defaulted interest up to the date

                                      A-1
<PAGE>
of actual payment of such defaulted  principal and interest  amounts (as well as
before judgment), at a rate per annum equal to six percent (6%) in excess of the
rate otherwise applicable to such obligations. In the event the principal amount
of this Note is converted into Common Stock  pursuant to Section 7 hereof,  this
Note  shall  accrue no  interest  and none  shall be payable at the time of such
conversion.

     3. PREPAYMENT.  This Note may be prepaid at any time without  penalty.  Any
prepayment  hereunder  shall be  credited  first upon  interest  accrued and the
remainder, if any, upon the outstanding principal amount of this Note.

     4. PAYMENT. The date (the "MATURITY DATE") upon which this Note matures and
the  principal  hereof  and all  interest  accrued  hereon  become  due shall be
__________  ___,  2003. All payments of principal and interest due in respect of
this Note shall be made without deduction,  defense, set off or counterclaim, in
lawful  money  of the  United  States  of  America,  and in same day  funds  and
delivered  to the  Holder by wire  transfer  to a bank  account  of  Holder,  as
specified  by  Holder  from  time to time,  or at such  other  place as shall be
designated by notice for such purpose in  accordance  with the terms of the Note
Purchase Agreement.

     5. REGISTRATION RIGHTS. The shares of common stock issuable upon conversion
of this Note  shall be  entitled  to the  registration  rights  set forth in the
Registration  Rights  Agreement  attached  as an  Exhibit  to the Note  Purchase
Agreement.

     6. NOTE.  This Note is one of the Notes (as  defined  in the Note  Purchase
Agreement) referred to in, and is entitled to the benefits of, the Note Purchase
Agreement,   which  Note  Purchase  Agreement,   among  other  things,  contains
provisions for acceleration of the maturity hereof upon the happening of certain
stated  events,  for  prepayments  on account of  principal  hereof prior to the
maturity hereof upon the terms and conditions therein specified.

     7. CONVERSION BY THE HOLDER.

          (a) RIGHT OF CONVERSION;  CONVERSION PRICE.  Subject to the provisions
in the Note Purchase  Agreement and herein, the Holder shall have the option, on
or prior to the  Maturity  Date,  to convert the  principal  amount of this Note
together with accrued but unpaid interest (the "CONVERSION AMOUNT"), into shares
of Common  Stock of the  Company.  Upon notice to the Company of its election to
convert the Note (the "NOTICE"),  the Holder shall promptly  surrender this Note
to the  Company.  Interest  on the Note  shall  cease  on the  date  immediately
preceding the Company's  receipt of such notice.  The number of shares of Common
Stock issuable upon  conversion of the Conversion  Amount shall be determined by
dividing  the  Conversion  Amount  by $1.00.  Any  resulting  fractional  shares
otherwise  issuable  pursuant to such  calculation  shall be paid in cash to the
Holder in lieu of issuing such fractional shares.

          (b) ISSUANCE OF SHARES OF COMMON STOCK. Within five (5) days after the
surrender,  as herein provided,  of this Note for conversion,  the Company shall
deliver or cause to be delivered  to or upon the written  order of the Holder of
this Note, certificates  representing the shares of Common Stock into which this
Note may be converted in  accordance  with the  provisions of this Section 7(b).

                                      A-2
<PAGE>
Such conversion shall be deemed to have been made as of the close of business on
the date of the Notice and the person or persons  entitled to receive the shares
of Common Stock upon  conversion  of this Note shall be treated for all purposes
as having  become the record  holder or holders of such  shares at such time and
such conversion.

     8.  EVENTS OF DEFAULT.  If any event of default set forth below  ("EVENT OF
DEFAULT")  occurs,  the entire  unpaid  principal  balance and accrued  interest
payable hereunder shall automatically become immediately due and payable without
presentment,  demand or notice of any kind,  all of which are  hereby  expressly
waived by the Company:

          (a) If default  shall be made in the due and  punctual  payment of any
principal  of or premium (if any) on, the Note when and as the same shall become
due and  payable,  whether  at  maturity  or a date fixed for  prepayment  or by
declaration  or otherwise,  which default is not cured within fifteen (15) days;
or

          (b) If default  shall be made in the due and  punctual  payment of any
interest on the Note when and as such interest shall become due and payable, and
such default shall have continued for a period of fifteen (15) days; or

          (c) If any  representation or warranty made or deemed to be made by or
on behalf of the Company in this  Agreement,  the Note Purchase  Agreement,  the
Note or the Investor Warrants or in any certificate,  statement, report or other
instrument delivered under or pursuant to any term hereof or thereof shall prove
to have been untrue or incorrect in any material  respect as of the date of this
Agreement or as of the Closing Date, or if any statement,  report,  certificate,
financial  statement  or  financial  schedule  or other  writing  or  instrument
prepared  or  purporting  to be  prepared  by the  Company or any officer of the
Company that is hereafter  furnished or delivered in connection with or under or
pursuant to or  contemplated by this Agreement to Buyer shall prove to be untrue
or incorrect in any  material  respect as of the date it was made,  furnished or
delivered; or

          (d) If the  validity or  enforceability  of this  Agreement,  the Note
Purchase  Agreement,  the Note or the  Investor  Warrants  shall be contested by
either the Company or any security holder of the Company or any action,  suit or
proceeding is commenced that alleges or contends that this  Agreement,  the Note
Purchase Agreement, the Note or the Investor Warrants is no longer in full force
or  effect or is null and void or the  Company  denies  that it has any  further
liability or obligation under this Agreement, the Note or the Warrant; or

          (e) If the Company shall (i) file a petition seeking relief for itself
under  Title 11 of the United  States  Code,  as now  constituted  or  hereafter
amended, or file an answer consenting to, admitting the material allegations of,
or otherwise not controverting,  or fail timely to controvert,  a petition filed
against it seeking  relief  under  Title 11 of the United  States  Code,  as now
constituted  or hereafter  amended,  or (ii) file such a petition or answer with
respect  to relief  under the  provisions  of any other now  existing  or future
applicable bankruptcy,  insolvency, or other similar law of the United States of

                                      A-3
<PAGE>
America, or State thereof, or of any other country or jurisdiction providing for
the reorganization, winding-up or liquidation of corporations or an arrangement,
composition, extension or adjustment with its creditors; or

          (f) If an order for relief shall be entered  against the Company under
Title 11 of the United States Code,  as now  constituted  or hereafter  amended,
which order is not stayed; or upon the entry of an order,  judgment or decree by
operation of law, or by a court having jurisdiction in the premises which is not
stayed,  adjudging it a bankrupt or insolvent  under, or ordering relief against
it under,  or approving as properly  filed a petition  seeking relief against it
under, the provisions of any other now existing or future applicable bankruptcy,
insolvency  or other  similar  law of the United  States of America or any State
thereof,   or  of  any  other   country  or   jurisdiction   providing  for  the
reorganization,  winding-up or liquidation of corporations  or any  arrangement,
composition,  extension or adjustment with creditors,  or appointing a receiver,
liquidator, assignee,  sequestrator,  trustee or custodian of the Company or any
Subsidiary  or  any   substantial   part  of  its  property,   or  ordering  the
reorganization,  winding-up or liquidation of its affairs or upon the expiration
of thirty  (30) days after the  filing of any  involuntary  petition  against it
seeking any of the relief  specified  in  paragraph  (e) or this  paragraph  (f)
without the petition being dismissed prior to that time; or

          (g) If the Company shall (i) make a general assignment for the benefit
of its creditors,  (ii) consent to the appointment of or taking  possession by a
receiver,  liquidator,  assignee,  sequestrator,  trustee  or  custodian  of the
Company  of all or a  substantial  part of its  property,  or  (iii)  admit  its
insolvency or inability to pay its debts  generally as such debts become due, or
(iv) fail  generally  to pay its debts as such debts become due, or (v) take any
action (or if such action is taken by its directors or stockholders)  looking to
the dissolution or liquidation of the Company; or

          (h) If a final judgment for the payment of money in excess of $100,000
shall be  rendered  by a court of record  against the Company and the Company or
shall not (i) within 30 days from the date of entry thereof,  discharge the same
or provide for its discharge in accordance  with its terms, or procure a stay of
execution  thereof,  and (ii) if  execution  of such  judgment  shall be stayed,
within such period of 30 days or such longer  period  during which the execution
of such  judgment  shall  have  been  stayed,  appeal  therefrom  and  cause the
execution  thereof to be stayed during such appeal,  or, after the expiration of
any such stay or the  denial of such  appeal,  forthwith  discharge  the same or
provide for its discharge.

     9.  ENFORCEMENT.  If any one or more Events of Default shall have occurred,
the Holder may  proceed to protect  and enforce the rights of the Holder by suit
in equity or action at law or the  employment  of any other  available  right or
remedy,  as the Holder shall deem most effective to protect and enforce any such
rights.  Each party shall pay all costs and expenses  incurred in the collection
and  enforcement  of this Note.  The Company and  endorsers  of this Note hereby
consent to renewals  and  extensions  of time at or after the  maturity  hereof,
without notice,  and hereby waive diligence,  presentment,  protest,  demand and
notice of every kind  (except  such  notices as may be  required  under the Note
Purchase Agreement) and, to the full extent permitted by law, the right to plead
any statute of limitations as a defense to any demand hereunder.

                                      A-4
<PAGE>
     10.  NOTE.  This Note is one of the Notes (as defined in the Note  Purchase
Agreement) referred to in, and is entitled to the benefits of, the Note Purchase
Agreement. This Note is unsecured.

     11. WAIVERS AND AMENDMENTS.  The Note Purchase  Agreement and this Note may
be amended only with the written consent of the Holder.

     12.  GOVERNING  LAW.  This Note shall be  governed  by, and  construed  and
enforced in  accordance  with,  the internal  laws (but not the law of choice of
laws) of the State of Arizona, without regard to the conflict of laws principles
thereof.

     IN WITNESS  WHEREOF,  the Company  has caused this Note to be executed  and
delivered by its duly authorized  officer,  as of the day and year first written
above.


                                        BESTNET COMMUNICATIONS CORP.


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                      A-5
<PAGE>
                                    EXHIBIT B

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: __________   _____, 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.

                                       B-1
<PAGE>
               (ii) "Common  Stock" means (A) the Company's  common  stock,  par
          value  $.001 per  share,  and (B) any  capital  stock  into which such
          Common  Stock shall have been changed or any capital  stock  resulting
          from a reclassification of such Common Stock.

               (iii)  "Expiration  Date"  means the date two (2) 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  Phoenix,  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 $1.50 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

                                      B-2
<PAGE>
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
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 fifth
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 five Business  Days 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 five
days 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 five (5) 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
under this Warrant exercised,  less the number of Warrant Shares with respect to
which such Warrant is exercised.

                                      B-3
<PAGE>
          (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.
This Warrant shall not be exercisable by cashless exercise.

     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

                                      B-4
<PAGE>
stock or 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
business  on the date the  stock  split,  subdivision,  reverse  stock  split or
combination becomes effective.

                                      B-5
<PAGE>
     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.

          (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.

                                      B-6
<PAGE>
     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
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-7
<PAGE>
          (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
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.

                                      B-8
<PAGE>
     11. DATE. The date of this Warrant is __________  ___, 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:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------

                                      B-9
<PAGE>
                              EXHIBIT A TO WARRANT

                                SUBSCRIPTION FORM

        TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS WARRANT

                          BESTNET COMMUNICATIONS CORP.

     The   undersigned   holder   hereby   exercises   the  right  to   purchase
_________________  of the shares of Common Stock  ("Warrant  Shares") of BestNet
Communications  Corp., a Nevada  corporation (the  "Company"),  evidenced by the
attached  Warrant  (the  "Warrant").  Capitalized  terms  used  herein  and  not
otherwise defined shall have the respective meanings set forth in the Warrant.

     1.  Payment of  Warrant  Exercise  Price.  In the event that the holder has
elected a Cash Exercise with respect to some or all of the Warrant  Shares to be
issued pursuant hereto, the holder shall pay the sum of  $___________________ to
the Company in accordance with the terms of the Warrant.

     2.  Delivery of Warrant  Shares.  The Company  shall  deliver to the holder
__________ Warrant Shares in accordance with the terms of the Warrant.

Date: _______________ __, ______



Name of Registered Holder

By:
    -----------------------------------
    Name:
    Title:
<PAGE>
                              EXHIBIT B TO WARRANT

                              FORM OF WARRANT POWER


FOR  VALUE  RECEIVED,  the  undersigned  does  hereby  assign  and  transfer  to
________________,  Federal Identification No. __________,  a warrant to purchase
____________  shares of the capital  stock of BestNet  Communications  Corp.,  a
Nevada corporation,  represented by warrant  certificate no. _____,  standing in
the name of the  undersigned on the books of said  corporation.  The undersigned
does  hereby  irrevocably  constitute  and appoint  ______________,  attorney to
transfer the warrants of said  corporation,  with full power of  substitution in
the premises.


Dated:  _________________, ____



                                        ----------------------------------------

                                        By:
                                            ------------------------------------
                                        Its:
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<PAGE>
                              EXHIBIT C TO WARRANT

                            FORM OF AFFIDAVIT OF LOSS

STATE OF                   )
                           ) ss:
COUNTY OF                  )

     The undersigned  (hereinafter  "Deponent"),  being duly sworn,  deposes and
says that:

          1. Deponent is an adult whose mailing address is:

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     2.  Deponent is the  recipient  of a Warrant (the  "Warrant")  from BestNet
Communications Corp. (the "Company"), dated  ___________________________________
for the purchase of ___________________________________  shares of Common Stock,
par  value  $.001  per  share,   of  the  Company,   at  an  exercise  price  of
$_________________________ per share.
<PAGE>
     3. The Warrant has been lost,  stolen,  destroyed or  misplaced,  under the
following circumstances:








     4. The Warrant was not endorsed.

     5. Deponent has made a diligent search for the Warrant, and has been unable
to find or recover same, and Deponent was the unconditional owner of the Warrant
at the time of loss,  and is  entitled  to the  full  and  exclusive  possession
thereof;  that neither the Warrant nor the rights of Deponent  therein  have, in
whole or in part, been assigned, transferred, hypothecated, pledged or otherwise
disposed of, in any manner whatsoever,  and that no person,  firm or corporation
other than the Deponent has any right,  title, claim, equity or interest in, to,
or respecting the Warrant.

     6. Deponent makes this Affidavit for the purpose of requesting and inducing
the  Company  and its  agents to issue a new  warrant  in  substitution  for the
Warrant.

     7. If the Warrant should ever come into the hands,  custody or power of the
Deponent or the Deponent's representatives, agents or assigns, the Deponent will
immediately and without consideration  surrender the Warrant to the Company, its
representatives,  agents or assigns,  its transfer agents or subscription agents
for cancellation.

     8. The Deponent hereby  indemnifies and holds harmless the Company from any
claim or demand for payment or  reimbursement of any party arising in connection
with the subject matter of this Affidavit.

Signed, sealed and dated: _________________________


                                        ________________________________________
                                        Deponent

Sworn to and subscribed before me this
____ day of _____________, _________


____________________________________
Notary Public