Exhibit 4.11

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

                          BESTNET COMMUNICATIONS CORP.

                        WARRANT TO PURCHASE COMMON STOCK

WARRANT NO.:______          NUMBER OF SHARES:50,000

DATE OF ISSUANCE: AUGUST 24, 2001

     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, Robert Caylor, 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)  50,000 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 in consideration  for certain  financial  accommodations  provided by the
holder to the Company.

          (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.
<PAGE>
               (ii) "Closing Bid Price" means,  for any security as of any date,
          the last closing bid price for such security on the  Principal  Market
          (as  defined  below)  as  reported  by  Bloomberg   Financial  Markets
          ("Bloomberg"),  or,  if the  Principal  Market  is not  the  principal
          trading market for such  security,  the last closing bid price of such
          security on the principal  securities exchange or trading market where
          such security is listed or traded as reported by Bloomberg,  or if the
          foregoing do not apply, the last closing bid price of such security in
          the over-the-counter  market on the electronic bulletin board for such
          security  as  reported  by  Bloomberg,  or, if no closing bid price is
          reported for such security by Bloomberg,  the last closing trade price
          for such  security as reported by  Bloomberg,  or, if no last  closing
          trade price is reported for such security by Bloomberg, the average of
          the bid prices of any market  makers for such  security as reported in
          the "pink  sheets"  by the  National  Quotation  Bureau,  Inc.  If the
          Closing Bid Price cannot be calculated  for such security on such date
          on any of the foregoing  bases, the Closing Bid Price of such security
          on such date shall be the fair market value as mutually  determined by
          the Company and the holder of this Warrant. All such determinations to
          be appropriately adjusted for any stock dividend, stock split or other
          similar transaction during such period.

               (iii)  "Closing  Sale Price"  means,  for any  security as of any
          date,  the last closing trade price for such security on the Principal
          Market  (as  defined  below)  as  reported  by  Bloomberg,  or, if the
          Principal Market is not the principal  securities  exchange or trading
          market  for  such  security,  the  last  closing  trade  price of such
          security on the principal  securities exchange or trading market where
          such security is listed or traded as reported by Bloomberg,  or if the
          foregoing do not apply,  the last closing trade price of such security
          in the  over-the-counter  market on the electronic  bulletin board for
          such security as reported by  Bloomberg,  or, if no last closing trade
          price is reported for such security by Bloomberg, the last closing ask
          price of such  security  as  reported  by  Bloomberg,  or,  if no last
          closing ask price is reported  for such  security  by  Bloomberg,  the
          average  of the  lowest  ask price and  lowest bid price of any market
          makers  for such  security  as  reported  in the "pink  sheets" by the
          National  Quotation  Bureau,  Inc. If the Closing Sale Price cannot be
          calculated  for such  security  on such  date on any of the  foregoing
          bases,  the Closing Sale Price of such  security on such date shall be
          the fair market  value as mutually  determined  by the Company and the
          holder of this Warrant.  If the Company and the holder of this Warrant
          are unable to agree upon the fair  market  value of the Common  Stock,
          then such dispute  shall be resolved by the term "Market  Price" being
          substituted for the term "Closing Sale Price." All such determinations
          to be  appropriately  adjusted for any stock dividend,  stock split or
          other similar transaction during such period.

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

               (v) "Expiration Date" means the date five (5) years from the date
          of this Warrant or, if such date falls on a Saturday,  Sunday or other
          day on which banks are required or authorized to be closed in the City

                                       2
<PAGE>
          of Arizona or the State of Arizona or on which  trading  does not take
          place on the principal exchange or automated quotation system on which
          the Common Stock is traded (a "Holiday"),  the next date that is not a
          Holiday.

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

               (vii) "Market Price" means,  with respect to any security for any
          date of  determination,  that price  which  shall be  computed  as the
          arithmetic average of the Closing Bid Prices for such security on each
          of the five (5) consecutive  trading days  immediately  preceding such
          date of  determination  (all such  determinations  to be appropriately
          adjusted for any stock  dividend,  stock split or similar  transaction
          during the pricing period).

               (viii) "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.

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

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

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

               (xii)  "Warrant  Exercise  Price"  shall mean (A) with respect to
          30,000 of the 50,000 shares subject to this Warrant,  $3.05 per share,
          (B) with  respect  to  10,000 of the  50,000  shares  subject  to this
          Warrant, $4.00 per share, and (C) with respect to 10,000 of the 50,000
          shares  subject to this  Warrant,  $5.00 per share.  For  purposes  of
          information  only, the low bid price of the Company's  Common Stock on
          the Issuance Date was $3.05.

               (xiii)  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.

                                       3
<PAGE>
     2. EXERCISE OF WARRANT.

          (a) Subject to the terms and  conditions  hereof,  this Warrant may be
exercised by the holder hereof then  registered on the books of the Company,  in
whole or in part,  at any time on any  Business  Day on or after the  opening of
business  on the  date  hereof  and  prior  to 11:59  P.M.  Eastern  Time on the
Expiration  Date  by (i)  delivery  of a  written  notice,  in the  form  of the
subscription  notice  attached as EXHIBIT A hereto (the "EXERCISE  NOTICE"),  of
such holder's election to exercise this Warrant,  which notice shall specify the
number of Warrant Shares to be purchased;  (ii) (A) 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  (the  "Aggregate  Exercise
Price")  in cash,  certified  or bank  funds  or wire  transfer  of  immediately
available  funds  or (B)  notifying  the  Company  that  this  Warrant  is being
exercised  pursuant to a Cashless  Exercise  (as defined in Section  2(e));  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, the Aggregate
Exercise  Price (or notice of a Cashless  Exercise)  and this Warrant (or a Lost
Warrant  Affidavit in  substantially  the form annexed  hereto as EXHIBIT C with
respect to this  Warrant  in the case of its loss,  theft or  destruction)  (the
"EXERCISE DELIVERY DOCUMENTS"), credit such aggregate number of shares of Common
Stock to which the holder (or its  designee)  shall be entitled to the  holder's
(or its designee's) balance account with The Depository Trust Company; provided,
however,  if the holder who submitted  the Exercise  Notice  requested  physical
delivery of any or all of the Warrant  Shares,  then the  Company  shall,  on or
before the second  Business  Day  following  receipt  of the  Exercise  Delivery
Documents issue and surrender to a common carrier for overnight  delivery to the
address specified in the Exercise Notice, a certificate,  registered in the name
of the holder  (or its  designee),  for the number of shares of Common  Stock to
which the holder (or its  designee)  shall be  entitled.  Upon  delivery  of the
Exercise  Notice and Aggregate  Exercise Price referred to above or notification
to the Company of a Cashless Exercise referred to in Section 2(e), 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 Market Price of a security or the  arithmetic  calculation
of the Warrant  Shares,  the Company shall  promptly issue to the holder (or its
designee)  the number of shares of Common  Stock that is not  disputed and shall
submit the disputed  determinations or arithmetic calculations to the holder via
facsimile within one Business Day of receipt of the holder's Exercise Notice. If
the holder and the  Company  are unable to agree upon the  determination  of the
Warrant  Exercise  Price or the Market Price or  arithmetic  calculation  of the
Warrant  Shares  within one day of such  disputed  determination  or  arithmetic
calculation  being submitted to the holder,  then the Company shall  immediately
submit via  facsimile  (i) the disputed  determination  of the Warrant  Exercise
Price or the Market 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

                                       4
<PAGE>
accountant,  as the case may be, to perform the  determinations  or calculations
and notify the Company  and the holder of the results no later than  forty-eight
(48)  hours  from  the  time  it  receives   the  disputed   determinations   or
calculations.  Such investment  banking firm's or accountant's  determination or
calculation,  as the case may be,  shall be deemed  conclusive  absent  manifest
error.

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

          (d) If the Company shall fail for any reason or for no reason to issue
to the holder within two (2) Business  Days of receipt of the Exercise  Delivery
Documents,  a certificate  for the number of shares of Common Stock to which the
holder (or its  designee) is entitled or to credit the holder's (or  designee's)
balance  account with The Depository  Trust Company for such number of shares of
Common Stock to which the holder (or its designee) is entitled upon the holder's
exercise  of this  Warrant or a new  Warrant  for the number of shares of Common
Stock to which such holder is  entitled  pursuant to Section  2(b)  hereof,  the
Company shall, in addition to any other remedies under this Warrant or otherwise
available to such holder,  pay as  additional  damages in cash to such holder on
each day the issuance of such Common Stock  certificate  or new Warrant,  as the
case may be, is not timely effected,  an amount equal to 0.05% of the product of
(A) the sum of the number of shares of Common Stock not issued to the holder (or
its  designee)  on a timely  basis and to which the holder (or its  designee) is
entitled and/or, the number of shares represented by the portion of this Warrant
which is not being  converted,  as the case may be,  and (B) the  average of the
Closing Sale Price of the Common Stock for the five (5) consecutive trading days
immediately preceding the last possible date which the Company could have issued
such  Common  Stock  or  Warrant,  as the  case may be,  to the  holder  without
violating this Section 2.

          (e) The holder of this Warrant  may, at its election  exercised in its
sole  discretion,  exercise  this  Warrant  in whole or in part and,  in lieu of
making the cash payment  otherwise  contemplated  to be made to the Company upon
such  exercise in payment of the  Aggregate  Exercise  Price,  elect  instead to
receive upon such exercise the "Net Number" of shares of Common Stock determined
according to the following formula (a "Cashless Exercise"):

                                       5
<PAGE>
                         Net Number = (A X B) - (A X C)
                                      -----------------
                                              B

          For purposes of the foregoing formula:

               A =  the total  number  of  shares  with  respect  to which  this
                    Warrant is then being exercised.

               B =  the Market Price as of the date of the Exercise Notice.

               C =  the Warrant Exercise Price then in effect for the applicable
                    Warrant Shares at the time of such 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 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.

                                       6
<PAGE>
          (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

                                       7
<PAGE>
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.

     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

                                       8
<PAGE>
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.

     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").

                                       9
<PAGE>
     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) This Warrant and the rights granted  hereunder shall 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:

                                       10
<PAGE>
          If to the Company:

          BestNet Communications Corp.
          5210 Williams Circle
          Suite 200
          Tucson, Arizona 85711
          Telephone: (520) 750-9093
          Facsimile: (520) 750-9194
          Attention: Robert Blanchard, President and Chief Executive Officer

          With copy to:

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

If to a holder of this Warrant,  to it at the address and  facsimile  number set
forth in writing by the holder and delivered from time to time, or at such other
address and  facsimile as shall be delivered to the Company by the holder at any
time.  Each party shall  provide  five days' prior  written  notice to the other
party of any change in address or  facsimile  number.  Written  confirmation  of
receipt (A) given by the  recipient  of such  notice,  consent,  waiver or other
communication,  (B)  mechanically  or  electronically  generated by the sender's
facsimile machine containing the time, date,  recipient  facsimile number and an
image of the first page of such  transmission  or (C)  provided by a  nationally
recognized  overnight delivery service shall be rebuttable  evidence of personal
service,  receipt by facsimile or receipt from a nationally recognized overnight
delivery   service  in  accordance   with  clause  (i),  (ii)  or  (iii)  above,
respectively.

     11. DATE. The date of this Warrant is August 24, 2001. 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.

                                       11
<PAGE>
     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:
                                              ----------------------------------

                                       12