EXHIBIT 10.1

                         COMMON STOCK PURCHASE AGREEMENT

     This COMMON STOCK PURCHASE  AGREEMENT  ("AGREEMENT")  is dated as of August
30, 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
$250,000 of common stock, par value $.001 per share (the "Shares").

     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 Shares which have been  transferred in
compliance thereof.

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

     "Securities"  shall mean the Shares or any security  issued in exchange for
such Shares.

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

                                    ARTICLE I

                         PURCHASE AND SALE OF THE STOCK

     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 number of Shares
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equal to the  following:  $250,000  divided by the Per Share  Price (as  defined
immediately  below).  No  fractional  shares shall be issued as a result of such
calculation.

     Section 1.2 PURCHASE  PRICE.  The per share  purchase  price for the Shares
shall be equal to the product of 70%  multiplied by the closing bid price of the
Company's common stock on August 28th, 2002 (the "Per Share Price').

     Section 1.3 THE CLOSING.

     (a) The  closing of the  purchase  and sale of the Shares  (the  "CLOSING")
shall  take  place  by  mail  of  signature  pages  to  each  of  the  documents
contemplated  by  this  Agreement,   following  acceptance  by  the  Company  of
subscriptions for Shares being offered hereby,  which acceptance shall not occur
until the conditions set forth in Article IV hereof 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 Shares 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 Shares  purchased by such  Investor  hereunder by wire transfer in
immediately  available  funds to an account  designated  in writing 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.

                                   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

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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,  (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  Shares in
accordance  with the terms of this  Agreement  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) this Agreement 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.

     (d) ISSUANCE OF SHARES.  The Shares are duly  authorized  and will be, when
issued and paid for in accordance with the terms hereof,  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
and the consummation by the Company of the transactions  contemplated  hereby 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,  or issue and

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sell the Shares in accordance with the terms hereof, 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  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. None have been used to complete this transaction and therefore
no fees or commissions are due for the monies involved.

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     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.

     (e)  RULE  144.  Such  Investor   understands  that  Shares  must  be  held
indefinitely until such securities are registered under the Securities 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.

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     (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 Shares 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 REPLACEMENT CERTIFICATES.  The certificate(s)  representing the
Shares 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 Shares, 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 3.2  NOTICES.  The Company  agrees to provide all holders of Shares
with copies of all  notices  and  information,  including,  without  limitation,
notices and proxy statements in connection with any meetings,  contemporaneously
with the delivery of such notices or information to such existing members.

     Section 3.3 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,  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 SHARES.  The obligation  hereunder of the Company to issue and sell
the Shares 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

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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).

     (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 SHARES.  The  obligation  hereunder of each Investor to acquire and
pay for the  Shares 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
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.

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                                  p ARTICLE V

                      LEGEND AND STOCK; REGISTRATION RIGHTS

     Section  5.1 LEGEND AND STOCK.  Each  certificate  representing  the 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 shall be entitled to `standard
piggyback  registration rights" based on future registrations  undertaken by the
company.

                                   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 Shares
pursuant hereto.

     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

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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
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

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     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
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  Shares  (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  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

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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,  except
for such matters that relate to the Company's corporate governance,  which shall
be governed by the internal laws of the State of Nevada  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
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.

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     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: Robert A. Blanchard
                                        Title: President and CEO


                                        INVESTOR:


                                        By:
                                            ------------------------------------
                                        Name: Mr. Anthony Silverman
                                        Title:
                                               ---------------------------------

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