Exhibit 10.1

                       NOTE AND WARRANT PURCHASE AGREEMENT

     This  NOTE AND  WARRANT  PURCHASE  AGREEMENT  ("AGREEMENT")  is dated as of
September  26,  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.
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     "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.

     "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

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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
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

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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 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  ordinary

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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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     (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
material  respects as of the date when made and as of the Closing Date as though

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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.

                                   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.

                                       9
<PAGE>
                                   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,

                                       10
<PAGE>
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

     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: Robert A. Blanchard
                                               ---------------------------------
                                        Title: President & CEO
                                               ---------------------------------


                                        INVESTOR:


                                        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>
                                    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 September 26,
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.

$50,000  September 26, 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 Fifty  Thousand  Dollars  ($50,000) 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 September 26, 2002. 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

                                      A-1
<PAGE>
principal  and,  (ii) to the  extent  permitted  by law,  on the  amount of such
defaulted interest up to the date 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
September  26, 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).
Such conversion shall be deemed to have been made as of the close of business on

                                      A-2
<PAGE>
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

                            NUMBER OF SHARES: 25,000

DATE OF ISSUANCE: SEPTEMBER 26 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) 25,000 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

                                      B-3
<PAGE>
under this Warrant exercised,  less the number of Warrant Shares with respect to
which such Warrant is exercised.

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

                                      B-4
<PAGE>
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

                                      B-8
<PAGE>
recognized  overnight delivery service shall be rebuttable  evidence of personal
service,  receipt by facsimile or receipt from a nationally recognized overnight
delivery   service  in  accordance   with  clause  (i),  (ii)  or  (iii)  above,
respectively.

     11. DATE. The date of this Warrant is September 26, 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>
                                SCHEDULE 2.1 (C)

As of August 22, 2002 BestNet  Communications  Corporation has 16,530,005 shares
of stock issued and  outstanding.  On a fully  diluted basis  29,741,717  shares
would be outstanding.