Exhibit 4.8

NEITHER THIS WARRANT NOR THE SECURITIES  REPRESENTED HEREBY HAVE BEEN REGISTERED
UNDER THE  SECURITIES ACT OF 1933, AS AMENDED,  AND MAY NOT BE OFFERED,  SOLD OR
OTHERWISE  TRANSFERRED,  PLEDGED  OR  HYPOTHECATED  UNLESS  AND  UNTIL  SUCH ARE
REGISTERED  UNDER SUCH ACT OR AN OPINION OF COUNSEL  SATISFACTORY TO THE COMPANY
IS OBTAINED TO THE EFFECT THAT SUCH  REGISTRATION IS NOT REQUIRED.  THIS WARRANT
AND THE SHARES OF COMMON  STOCK  ISSUED  UPON ITS  EXERCISE  ARE  SUBJECT TO THE
RESTRICTIONS ON TRANSFER SET FORTH IN SECTION 4 OF THIS WARRANT

                          BESTNET COMMUNICATIONS CORP.

                        WARRANT TO PURCHASE COMMON STOCK

WARRANT NO. ______         NUMBER OF SHARES: 225,000

DATE OF ISSUANCE:  SEPTEMBER 24, 2001

BestNet  Communications  Corp., a Nevada corporation (the "Company"),  for value
received,  hereby  certifies  that Cedar Avenue LLC, or its  registered  assigns
(jointly or individually,  the "Registered Holder"), is entitled, subject to the
terms set forth below, to purchase from the Company, at any time or from time to
time on or after the date of issuance and on or before September 23, 2004 at not
later than 5:00 p.m.  (Tucson,  Arizona  time),  up to two  hundred  twenty-five
thousand  (225,000)  shares of Common  Stock  (post-split),  $.00l par value per
share,  of the  Company,  at a  purchase  price of $3.00 per  share.  The shares
purchasable upon exercise of this Warrant, and the purchase price per share, are
hereinafter  referred  to as the  "Warrant  Shares"  and the  "Purchase  Price,"
respectively.

     1. EXERCISE.

          (a) This Warrant may be exercised by the Registered  Holder,  in whole
or in part, by surrendering this Warrant, with the purchase form appended hereto
as  EXHIBIT I duly  executed  by such  Registered  Holder or by such  Registered
Holder's duly authorized attorney, at the principal office of the Company, or at
such other office or agency as the Company may designate, accompanied by payment
in full, in lawful money of the United States,  of the Purchase Price payable in
respect of the number of Warrant Shares purchased upon such exercise.

          (b) Each  exercise  of this  Warrant  shall  be  deemed  to have  been
effected  immediately  prior to the close of business on the day (the  "Exercise
Date") on which this  Warrant  shall  have been  surrendered  to the  Company as
provided in subsection  1(a) above. At such time, the person or persons in whose
name or names any  certificates  for Warrant  Shares shall be issuable upon such
exercise as provided in subsection 1(c) below shall be deemed to have become the
holder  or  holders  of  record  of  the  Warrant  Shares  represented  by  such
certificates.
<PAGE>
          (c) As soon as practicable  after the exercise of this Warrant in full
or in part, within ten (10) days thereafter,  the Company, at its expense,  will
cause to be issued in the name of, and delivered to, the Registered  Holder,  or
as such Holder (upon payment by such Holder of any  applicable  transfer  taxes)
may direct:

               (i) a certificate or certificates  for the number of full Warrant
Shares to which such  Registered  Holder  shall be entitled  upon such  exercise
plus,  in lieu of any  fractional  share to which such  Registered  Holder would
otherwise  be  entitled,  cash in an amount  determined  pursuant  to  Section 3
hereof; and

               (ii) in case such  exercise  is in part  only,  a new  warrant or
warrants (dated the date hereof) of like tenor,  calling in the aggregate on the
face or faces  thereof for the number of Warrant  Shares equal  (without  giving
effect to any adjustment therein) to the number of such shares called for on the
face of this Warrant minus the sum of the number of such shares purchased by the
Registered Holder upon such exercise.

     2.   (a) 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 cash such cash 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 Section 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.

          (b) 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.

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

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<PAGE>
          (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 o 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, ad
(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.

     4. FRACTIONAL  SHARES.  The Company shall not be required upon the exercise
of this Warrant to issue any  fractional  shares,  but shall make an  adjustment
therefor  in cash on the  basis of the Fair  Market  Value  per  share of Common
Stock.  As issued herein "Fair Market Value" shall mean: (i) if the Common Stock
is listed on a nationally  recognized  securities  exchange or  over-the-counter

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<PAGE>
market,  the last reported sale price or bid price,  respectively,  per share of
Common Stock on the Exercise Date, or the next preceding business day if no such
price is  reported  on the  Exercise  Date,  or (ii) if the Common  Stock is not
listed  on a  nationally  recognized  securities  exchange  or  over-the-counter
market, as determined by the Board of Directors.

     5. REQUIREMENTS FOR TRANSFER.

          (a) The Company or its agent will maintain a register  containing  the
names and addresses of the  Registered  Holders of this Warrant.  Any Registered
Holder may change its or his address as shown on the warrant register by written
notice to the Company requesting such change.

          (b)  This  Warrant  and  the  Warrant  Shares  shall  not be  sold  or
transferred  unless either (i) they first shall have been  registered  under the
Securities Act of 1933, as amended (the "Act"),  or (ii) the Company first shall
have been furnished with an opinion of legal counsel, reasonably satisfactory to
the  Company,  to the  effect  that such  sale or  transfer  is exempt  from the
registration requirements of the Act.

          (c) Each certificate  representing  Warrant Shares shall bear a legend
substantially in the following form:

               "The    securities    represented   by   this
               certificate  have not been  registered  under
               the Securities  Act of 1933, as amended,  and
               may  not  be  offered,   sold  or   otherwise
               transferred,  pledged or hypothecated  unless
               and  until  such  securities  are  registered
               under  such  Act  or an  opinion  of  counsel
               satisfactory  to the  Company is  obtained to
               the  effect  that  such  registration  is not
               required."

The foregoing  legend shall be removed from the  certificates  representing  any
Warrant Shares,  at the request of the holder thereof,  at such time as there is
an effective  registration  statement  relating to the warrant shares or as they
become eligible for resale pursuant to Rule 144(k) under the Act.

     5. NO  IMPAIRMENT.  The Company  will not, by  amendment  of its charter or
through reorganization,  consolidation,  merger, dissolution,  sale of assets or
any other voluntary action, avoid or seek to avoid the observance or performance
of any of the terms of this Warrant,  but will at all times in good faith assist
in the  carrying  out of all such terms and in the taking of all such  action as
may be necessary or  appropriate in order to protect the rights of the holder of
this Warrant against impairment.

     6. NOTICES OF RECORD DATE, ETC. In case:

          (a) the Company shall take a record of the holders of its Common Stock
(or other stock or securities at the time  deliverable upon the exercise of this

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<PAGE>
Warrant) for the purpose of  entitling or enabling  them to receive any dividend
or other distribution,  or to receive any right to subscribe for or purchase any
shares of stock of any class or any other  securities,  or to receive  any other
right; or

          (b) of any capital reorganization of the Company, any reclassification
of the capital stock of the Company,  any consolidation or merger of the Company
with or into another  corporation (other than a consolidation or merger in which
the Company is the surviving  entity),  or any transfer of all or  substantially
all of the assets of the Company; or

          (c)  of the  voluntary  or  involuntary  dissolution,  liquidation  or
winding-up of the Company, then, and in each such case, the Company will mail or
cause to be mailed to the Registered Holder of this Warrant a notice specifying,
as the case  may be,  (i) the  date on  which a  record  is to be taken  for the
purpose of such  dividend,  distribution  or right,  and  stating the amount and
character of such dividend, distribution or right, or (ii) the effective date on
which such reorganization,  reclassification,  consolidation,  merger, transfer,
dissolution, liquidation or winding-up is to take place, and the time, if any is
to be fixed,  as of which the  holders of record of Common  Stock (or such other
stock or securities at the time  deliverable  upon the exercise of this Warrant)
shall be entitled to exchange  their shares of Common Stock (or such other stock
or  securities)  for  securities  or  other  property   deliverable   upon  such
reorganization, reclassification,  consolidation, merger, transfer, dissolution,
liquidation  or  winding-up.  Such notice shall be mailed at least ten (10) days
prior to the  record  date or  effective  date for the event  specified  in such
notice.

     7.  RESERVATION  OF STOCK.  The Company will at all times  reserve and keep
available,  solely for issuance and delivery  upon the exercise of this Warrant,
such number of Warrant Shares and other stock,  securities and property, as from
time to time shall be issuable upon the exercise of this Warrant.

     8.   REPLACEMENT   OF  WARRANTS.   Upon  receipt  of  evidence   reasonably
satisfactory  to the Company of the loss,  theft,  destruction  or mutilation of
this Warrant and (in the case of loss, theft or destruction) upon delivery of an
indemnity agreement (with surety if reasonably required) in an amount reasonably
satisfactory to the Company,  or (in the case of mutilation)  upon surrender and
cancellation  of this Warrant,  the Company will issue,  in lieu thereof,  a new
Warrant of like tenor.

     9. MAILING OF NOTICES,  ETC. All notices and other  communications from the
Company to the Registered  Holder of this Warrant shall be mailed by first-class
certified or registered mail,  postage prepaid,  to the address furnished to the
Company in writing by the last Registered  Holder of this Warrant who shall have
furnished  an  address  to  the  Company  in  writing.  All  notices  and  other
communications  from the  Registered  Holder of this  Warrant  or in  connection
herewith to the Company shall be mailed by  first-class  certified or registered
mail,  postage prepaid,  to the Company at its principal office set forth below.
If the Company should at any time change the location of its principal office to
a place other than as set forth below,  it shall give prompt  written  notice to
the  Registered  Holder of this Warrant and  thereafter  all  references in this
Warrant to the location of its principal  office at the particular time shall be
as specified in such notice. 10. NO RIGHTS AS STOCKHOLDER. Until the exercise of
this Warrant,  the Registered  Holder of this Warrant shall not have or exercise
any rights by virtue hereof as a stockholder of the Company.

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<PAGE>
     11.  HEADINGS.  The  headings in this Warrant are for purposes of reference
only and shall not limit or  otherwise  affect the meaning of any  provision  of
this Warrant.

     12.  GOVERNING  LAW.  This  Warrant  will be governed by and  construed  in
accordance with the laws of the State of Arizona.


                                        BESTNET COMMUNICATIONS CORP.

                                        By: ____________________________________

                                        Name: __________________________________

                                        Title: _________________________________


ATTEST:

____________________________________

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