AGREEMENT AND PLAN OF REORGANIZATION
                      ------------------------------------

         THIS AGREEMENT AND PLAN OF REORGANIZATION is entered into as of the 7th
day of August, 2002 by and between the following:

         (a) WAVE POWER.NET. INC. (the "Company"), a Delaware corporation, whose
address is c/o 1004 Depot Hill Rd. Suite 1E, Broomfield, Co. 80020; and

         (b) BETTER CALL HOME, INC. ("BCH"), a Nevada corporation, whose address
is 202 S. Minnesota Street St. Carson City Nevada 89703

                                    Recitals
         A. The Company and BCH desire to effect a Type B  reorganization  under
Section  368(a)(1)(B) of the Internal  Revenue Code of 1986, as amended,  on the
terms and  conditions  set forth below,  whereby the Company will acquire all of
the issued and  outstanding  shares of BCH's common  stock by issuing  solely in
exchange  therefore  to  BCH's  shareholders,   pro-rata,  the  Sixteen  Million
Restricted  Common Shares  (16,000,000) (the "Shares") after a 5:1 reverse split
of the shares.

         NOW THEREFORE in  consideration of the foregoing  recitals,  the mutual
representations,  warranties and covenants  contained  herein and other good and
valuable  consideration,   the  receipt  and  sufficiency  of  which  is  hereby
acknowledged, the parties agree as follows:

I.       BASIC TRANSACTION.

         1.1 Plan of Reorganization. Subject to the terms and conditions of this
Agreement and pursuant to Section  368(a)(1)(B) of the Internal  Revenue Code of
1986,  as  amended,  the  parties  to  this  Agreement  shall  effect  a  Type B
reorganization (the "Reorganization")  whereby 100% of the outstanding shares of
BCH's  common stock will be  exchanged  for  16,000,000  of the  Company's  Post
Reverse Split Common Shares. The Reorganization  shall take place on the Closing
Date  (hereinafter  defined  in  Section  1.2 of this  Agreement)  and  shall be
accomplished in accordance with Article V below. In addition, the Company agrees
to  retain  Vocalscape  Networks,  Inc.  pursuant  to the  Management  Agreement
attached hereto and incorporated herein by this reference.

         1.2   Closing.   The  closing  of  the   Reorganization   and  exchange
contemplated  and provided for in this Agreement (the "Closing") shall take at a
time and place to be mutually  agreed upon by the parties on the third  business
day following the satisfaction or waiver or all conditions to the obligations of
the parties to consummate the subject  reorganization  and exchange  (other than
the conditions  with respect to actions the respective  parties will take at the
Closing  itself) or such other date as the parties may mutually  determine  (the
"Closing Date");  provided,  however, that the Closing Date shall occur no later
than August 30, 2002.



                                       1
<PAGE>



         1.3      Terms of Exchange.  On the Closing Date:

                  (a) The Company  shall ratably issue and cause to be delivered
to the BCH  shareholders  Sixteen  Million of the  Company's  Post Reverse Split
Common  Shares,  in  consideration  for the  transfer  to the Company by the BCH
shareholders of all the 1,000,000  shares of the capital stock of BCH issued and
outstanding  as of the Closing  Date.  No other  shares,  warrants,  rights,  or
options  relating to BCH are  outstanding on the date of this Agreement or shall
be outstanding on the Closing Date; and

                  (b) The BCH  shareholders  shall, in  consideration  for their
receipt of the  Company's  Common  Shares,  transfer  and deliver to the Company
certificates  representing  all of the  issued and  outstanding  shares of BCH's
common stock owned by them. The Company shall receive good and marketable  title
to all of BCH's issued and outstanding common stock free and clear of all liens,
mortgages,  pledges,  claims or other rights or encumbrances  whatever,  whether
disclosed or undisclosed.


         1.4      Restrictions on Transfer.  The Company's  Common Shares,  when
issued and delivered hereunder, shall not be registered under the Securities Act
of 1933, as amended,  nor shall the BCH shareholders be granted any registration
rights as to such shares. Each certificate  representing shares of the Company's
Common  Shares will bear a customary  restrictive  legend which states in effect
that such shares have not been  registered  under the Securities Act of 1933 and
consequently  may not be  transferred,  assigned,  sold or  hypothecated  unless
registered  under the  Securities  Act of 1933 or, in the  opinion of  Company's
counsel,  an exemption from the registration  requirements of the Securities Act
of 1933 is available for such transaction. Notwithstanding such restriction, the
Company agrees to grant the BCH shareholders  shares,  piggyback  rights, in any
SB-2  registration  statement  commenced within the next 24 months.  The Company
will file an SB-2  registration  statement  within two months of the closing and
will register 900,000 shares of the BCH shareholders stock subject to a l2 month
leak out or 5% of the weekly trading volume which ever is greater.

..

II.      REPRESENTATIONS AND WARRANTIES.

         2.1  Representations  and Warranties of BCH. BCH hereby  represents and
warrants to the Company  that the  statements  contained in this Section 2.1 are
correct and  complete as of the date of this  Agreement  and will be correct and
complete as of the Closing  Date (as though then and as though the Closing  Date
were  substituted  for the date of this Agreement  throughout this Section 2.1),
except as set forth in the disclosure schedule  accompanying this Agreement (the
"BCH  Disclosure  Statement).  The BCH Disclosure  Statement will be arranged in
paragraphs  corresponding to the lettered subsections  contained in this Section
2.1.

                  (a) Due  Organization.  BCH is a corporation  duly  organized,
validly existing, and in good standing under the laws of the State of Nevada and
is  qualified  to do business and is in good  standing in all  jurisdictions  in
which such qualification is necessary. BCH has all requisite corporate power and


                                       2
<PAGE>

authority  to conduct its  business,  to own its  properties  and to execute and
deliver,  and to perform all of its obligations under this Agreement to which it
is a party.
                  (b) Due  Authority.  The execution,  delivery and  performance
under this  Agreement  and the  documents  provided  for herein by BCH have been
authorized by all necessary corporate action; provided, however, that BCH cannot
consummate the Reorganization unless or until it receives the requisite approval
from its shareholders,  which  shareholders must unanimously  approve and ratify
this Agreement.

                  (c) Capitalization.  BCH's authorized capitalization presently
consists of 1,000,000 shares of capital stock, no par value, of which, as of the
date hereof, 1,000,000 shares are issued and outstanding and no shares have been
reserved for issuance based upon certain specified contingencies. All issued and
outstanding shares have been duly authorized,  validly issued and fully paid and
non-assessable, and subject to no preemptive rights of any shareholder.

                  (d) Outstanding Options,  Warrants or Other Rights. BCH has no
outstanding warrants, options or similar rights whereby any person may subscribe
for or purchase shares of its common stock,  nor are there any other  securities
outstanding which are convertible into or exchangeable for its common stock, and
there are no contracts or  commitments  pursuant to which any person may acquire
or BCH may become bound to issue any shares of such common  stock.  BCH has not,
nor shall it,  declare any dividend,  whether in stock,  money or property,  nor
shall it repurchase any or all of its shares.

                  (e) Copies of Documents Genuine.  All copies of BCH's articles
of  incorporation  and  bylaws  (each as  amended  to date) and all  minutes  of
meetings or written consents in lieu of meetings of shareholders,  directors and
committees  of  directors  of BCH which  have been or will be  furnished  to the
Company are true, complete, correct and unmodified copies of such documents.

                  (f) Liabilities (Contingent or Actual).  None.

                  (g) Officers and Directors.  The officers and directors of BCH
consists of the following:

     Name                                           Office
  --------------------------                  --------------------------
  Lorne Reicher                               Director, CEO

                  (h) Non-contravention.  The execution of this Agreement by BCH
and the consummation of the transactions  contemplated hereby will not result in
the breach of any term or  provision  of, or  constitute  a default  under,  any
provision or restrictions of any indenture,  agreement,  or other  instrument or
any judgment,  order, or decree to which BCH is a party or by which it is bound,
or will it conflict  with any  provisions  or the Articles of  Incorporation  or
Bylaws of BCH.

                                       3
<PAGE>



                  (i) Litigation.  There are no suits, actions or proceedings at
law or in equity,  pending or  threatened  against or affecting  BCH that can be
expected to result in any materially adverse change in the business, properties,
operations,  prospects,  or assets or in its condition,  financial or otherwise.
There  are no tax,  worker's  compensation,  payroll  or  labor  proceedings  or
investigations threatened or pending, nor does BCH nor its shareholders have any
basis to believe that such proceedings or investigations may be instituted.


                  (j) Laws and  Regulations.  BCH has  complied  with all  laws,
rules,  regulations and ordinances relating to or affecting the conduct of BCH's
business and BCH  possesses  and holds all licenses and permits  required in its
business by federal, state or local authorities. BCH's books and records and its
tax returns,  as required,  have been prepared and filed in accordance with GAAP
requirements and applicable laws.


                  (k) Full  Disclosure.  Neither  this  Agreement  nor any other
instrument  furnished  to the Company by or on behalf of BCH contains any untrue
statement of a material fact or omits to state a material fact necessary to make
any statements  made not  misleading,  and there is no fact that  materially and
adversely  affects,  or foreseeably may materially and adversely  affect,  BCH's
financial  condition,  liabilities,  business,  or  assets  that  have  not been
disclosed herein or in any other instrument. BCH further declares and discloses,
that; there are no union or labor strikes or lockouts;  all tax returns required
to filed and all sums due have been paid and/or escrowed for liabilities accrued
but not yet due;  all  salaries  and  benefits,  including  pension  and  profit
sharing, have been paid or are escrowed.

                  (l) Representations and Warranties True at Closing.  Except as
expressly herein otherwise  provided,  all of the representations and warranties
of BCH set forth  herein  shall be true as of the  Closing  Date as though  such
representations and warranties were made on and as of such date.

         2.2  Representations  and  Warranties  of  the  Company.   The  Company
represents  and  warrants  to BCH  and  its  shareholders  that  the  statements
contained  in this  Section 2.2 are correct and  complete as of the date of this
Agreement  and will be correct and  complete  as of the Closing  Date (as though
then and as  though  the  Closing  Date  were  substituted  for the date of this
Agreement  throughout  this Section 2.2),  except as set forth in the disclosure
schedule accompanying this Agreement (the "Company Disclosure  Statement").  The
Company Disclosure Statement will be arranged in paragraphs corresponding to the
lettered subsections contained in this Section 2.2.

                  (a) Organization. The Company is a corporation duly organized,
validly  existing,  and in good standing under the laws of the State of Delaware
and is qualified to do business and is in good standing in all  jurisdictions in
which such qualification is necessary.  The Company has all requisite  corporate
power and  authority  to conduct  its  business,  to own its  properties  and to
execute and deliver,  and to perform all of its obligations under this Agreement
to which it is a party.

                                       4
<PAGE>

                  (b) Due Authority.  The  execution,  delivery and  performance
under this Agreement and the documents provided for herein by Company have been
authorized by all necessary corporate action.

                  (c) Capitalization.  The Company's  authorized  capitalization
presently  consists of 75,000,000  shares of capital stock,  .001 par value,  of
which as of June 30, 2002,  20,065,000  pre-reverse  split shares are issued and
outstanding  and  9,987,400  Post Reverse Split Common Shares have been reserved
for future issuance based upon consummation of this agreement, expenses advanced
and  certain  specified  contingencies.  Upon  payment of all  reserved  shares,
management  shares  (minimum) and shares issued pursuant to this Agreement there
will be 30,000,000  shares issued and  outstanding.  All issued and  outstanding
shares  have  been  duly   authorized,   validly   issued  and  fully  paid  and
non-assessable and the Company's Common Shares to be issued and delivered on the
Closing Date to the BCH Shareholders  pursuant to the Agreement will be, when so
delivered,  duly  authorized  and validly  issued and  subject to no  preemptive
rights of any Shareholder.

                  (d) Outstanding Options,  Warrants or Other Rights.  Except as
set forth in the Company  Disclosure  Statement and as provided for herein,  the
Company  has no  outstanding  warrants,  options or similar  rights  whereby any
person may subscribe for or purchase  shares of its common stock,  nor are there
any other securities  outstanding which are convertible into or exchangeable for
its common stock,  and there are no contracts or  commitments  pursuant to which
any  person  may  acquire  or BCH may  become  bound to issue any shares of such
common stock.

                  (e)  Financial  Statements.  The Company has provided BCH with
its most recent  financial  statements  dated March 31,  2002.  These  financial
statements have been prepared in accordance with generally  accepted  accounting
principles,  are correct,  complete, and fairly represent the financial position
and  results of  operations  of the  Company as of said date and for the periods
indicated.

                  (f)  Adverse   Changes.   Since  the  date  of  the  financial
statements  described in Section 2.2(e) above, there have not been, and prior to
the  Closing  Date,  there will not be, any  material  changes in the  financial
position of the Company and its  subsidiaries (if any) except changes arising in
the ordinary course of business and except changes that are otherwise  disclosed
in writing to BCH.

                  (g)  Undisclosed  Liabilities.  The Company  does not have any
liability  (whether known or unknown,  whether  asserted or unasserted,  whether
absolute or contingent,  whether  accrued or un-accrued,  whether  liquidated or
un-liquidated,  and whether due or to become  due)  except for  liabilities  set
forth on the face of the Balance Sheet  delivered to BCH in accordance  with the
provisions of Section 2.2(e) above, and liabilities  which have arisen after the
date of the financial  statements  provided in accordance with the provisions of
Section 2.2(e) above in the ordinary course of the Company's business.

                                       5
<PAGE>

                  (h) Copies of Documents  Genuine.  All copies of the Company's
articles of  incorporation  and bylaws (each as amended to date) and all minutes
of meetings or written consents in lieu of meetings of  shareholders,  directors
and  committees of directors of the Company which have been or will be furnished
to BCH are true, complete, correct and unmodified copies of such documents.

                  (i) Non-contravention.  The execution of this Agreement by the
Company and the  consummation of the transactions  contemplated  hereby will not
result in the breach of any term or provision of, or constitute a default under,
any provision or restrictions of any indenture,  agreement,  or other instrument
or any judgment, order, or decree to which the Company is a party or by which it
is  bound,  or  will  it  conflict  with  any  provisions  or  the  Articles  of
Incorporation or Bylaws of the Company.

                  (j) SEC Filings. The Company has made all filings with the SEC
that it has been required to make under the  Securities Act of 1933, as amended,
and the Securities  Exchange Act of 1934, as amended  (collectively  the "Public
Reports").  Each of the Public  Reports has complied with the Securities Act and
the  Securities  Exchange  Act in all  material  respects.  None  of the  Public
Reports,  as of their  respective  dates,  contained  any untrue  statement of a
material  fact, or omitted to state a material  fact  necessary in order to make
the statements made therein, in light of the circumstances under which they were
made, not misleading.

                  (k) Litigation.  There are no suits, actions or proceedings at
law or in equity,  pending or  threatened  against or affecting the Company that
can be  expected to result in any  materially  adverse  change in the  business,
properties,  operations,  prospects, or assets or in its condition, financial or
otherwise, except as set forth hereinafter and in the Company's filings with the
Securities and Exchange Commission.

                  (l) Laws and  Regulations.  The Company has complied  with all
laws, rules,  regulations and ordinances relating to or affecting the conduct of
the  Company's  business  and the Company  possesses  and holds all licenses and
permits required in its business by federal, state or local authorities.

                  (m) Full  Disclosure.  Neither  this  Agreement  nor any other
instrument  furnished to BCH by or on behalf of the Company  contains any untrue
statement of a material fact or omits to state a material fact necessary to make
any statements  made not  misleading,  and there is no fact that  materially and
adversely  affects,  or foreseeably  may materially  and adversely  affect,  the
Company's financial condition,  liabilities,  business,  or assets that have not
been disclosed herein or in any other instrument.

                  (n) Representations and Warranties True at Closing.  Except as
expressly herein otherwise  provided,  all of the representations and warranties
of the Company set forth  herein  shall be true as of the Closing Date as though
such representations and warranties were made on and as of such date.

                                       6
<PAGE>

III.     COVENANTS.

         From the date of this Agreement until the Closing Date, the Company and
BCH agree as follows:

3.1  General.  Each of the parties  hereto will use its best efforts to take all
actions and to do all things necessary in order to consummate and make effective
the transaction  contemplated by this Agreement  (including  satisfaction of the
closing conditions set forth in Article IV below).

3.2      Notices and Consents.  Each of the parties hereto will give any notices
to third  parties,  and will use its best  efforts  to obtain  any  third  party
consents,  that the other party  reasonably  may request in connection  with any
matter referred to in Sections 2.1 or 2.2 above.

3.3      Regulatory Matters and Approvals.  Each of the parties hereto will give
notices  to,  make any  filings  with,  and use its best  efforts  to obtain any
authorizations,  consents and approvals of governments and governmental agencies
in  connection  with the  matters  referred  to in  Sections  2.1 and 2.2 above.
Without limiting the generality of the foregoing:

                  (a)  Securities  Law  Compliance.  The  Company  will take all
actions as may be  necessary,  proper and  advisable,  under  Federal  and state
securities  laws in connect with the offering and issuance of the Common  Shares
to the BCH shareholders in connection with the Reorganization provided for under
this Agreement.

                  (b) Nevada Corporation Law. BCH will call a special meeting of
its   shareholders  as  soon  as  reasonably   practicable  in  order  that  its
shareholders  may consider and vote upon the adoption of this  Agreement and the
approval  of the  Reorganization  with the  resultant  sale and  transfer to the
Company of all of the issued and outstanding shares of BCH's common stock.

         3.4 Operations of Business.  BCH will not engage in any practice,  take
any  action,  or enter  into any  transaction  outside  the  ordinary  course of
business. Without limiting the generality of the foregoing, BCH will not:

                  (a) authorize or effect any change in its charter or bylaws;

                  (b) grant any options, warrants or other rights to purchase or
obtain any of its capital stock or issue,  sell, or otherwise  dispose of any of
its capital stock (except upon the conversion or exercise of options,  warrants,
and other rights currently outstanding);

                  (c) declare,  set aside,  or pay any dividend or  distribution
with  respect to its  capital  stock  (whether  in cash or in kind),  or redeem,
repurchase or otherwise acquire any of its capital stock;

                                       7
<PAGE>

                  (d) Issue any note,  bond or other  debt  security  or create,
incur,  assume,  or guarantee any indebtedness for borrowed money or capitalized
lease  obligations  outside the ordinary course of business except for a working
line of credit up to $20,000;

                  (e) Grant any security interest on, or otherwise  pledge,  any
of its assets outside the ordinary  course of business  except as it pertains to
the indebtedness excepted in subsection (d) above;

                  (f) Make  any  capital  investment  in,  make any loan to,  or
acquire  the  securities  or assets of any other  person or entity  outside  the
ordinary course of business; and

                  (g)  Make  any  change  in  management  terms  for  any of its
directors, officers and employees outside the ordinary course of business.

         3.5  Access.  The  Company and BCH each agree that they will permit the
other's directors,  officers,  accountants,  attorneys and other representatives
full  access,   during   reasonable   business  hours  throughout  the  term  or
applicability of this Agreement, to all premises, properties,  personnel, books,
records,  contracts  and  documents  of or  pertaining  to the other's  business
affairs,  operations,  properties  and financial  affairs as the other party may
reasonably request. All information provided shall be furnished strictly subject
to the confidentiality provision of this Agreement.

         3.6 Confidentiality. All information and documents furnished by a party
pursuant  to  Section  3.5 of this  Agreement  shall be deemed  and  treated  as
proprietary in nature. Each party (and the BCH shareholders) agree that it shall
hold all  information  received from another party  pursuant to or in connection
with this Agreement in the highest and strictest confidence and shall not reveal
any  such  information  to  any  individual  who is  not  one of its  directors,
officers,  key employee,  attorney or  accountant,  and that it will not use any
such information obtained for any purpose whatsoever other than assisting in its
due  diligence  inquiry  precedent  to the  Closing  and, if this  Agreement  is
terminated  for any reason  whatsoever,  agrees to return to the other party any
all tangible  embodiments  (and all copies) thereof which are in its possession.
This covenant shall survive the consummation or termination of this Agreement.

         3.7   Publicity   and   Filings.   All  press   releases,   shareholder
communications,  filings with the  Securities  and Exchange  Commission or other
governmental agency or body and other information and publicity generated by the
Company or BCH regarding the  Reorganization  and exchange  contemplated in this
Agreement  shall be  reviewed  and  approved  by the other party and its counsel
before release or  dissemination  to the public or filing with any  governmental
agency or body whatever.

         3.8 Notice of Developments.  Each party hereto will give prompt written
notice to the other of any material adverse  development causing a breach of any
of its own  representations  and  warranties  in Sections 2.1 and 2.2 above.  No
disclosure by any party hereto pursuant to this Section 3.8,  however,  shall be
deemed to amend or supplement the disclosure  statement provided under the terms
of this  Agreement  or to  prevent  or cure any  breach of  warranty,  breach of
covenant or misrepresentation.

                                       8
<PAGE>



         3.9  Stand-Still  Agreement.  BCH will not  (and  each BCH  Shareholder
agrees that it will not on behalf of BCH)  solicit,  initiate,  or encourage the
submission  of any  proposal or offer from any person or entity  relating to the
acquisition  of all or  substantially  all of the capital stock or assets of BCH
(including  any  acquisition  structured  as a merger,  consolidation,  or share
exchange).  BCH shall  notify the  Company  immediately  if any person or entity
makes  any  proposal,  offer,  inquiry,  or  contact  with  respect  to any such
unsolicited offer or expression of interest.

         3.10  Covenants  of BCH  Shareholders.  Each  of the  BCH  Shareholders
covenants and agrees with, and represents to, the Company as follows:

                  (a)  No  Registration  of  Company  Stock.  Each  of  the  BCH
Shareholders understands that none of the Post Reverse Split Common Shares to be
received  from  the  Company  at  Closing  have not been  registered  under  the
Securities Act of 1933 or any applicable  securities laws of any state.  Each of
the Shareholders hereby represents and warrants that the Common Shares are being
acquired by him/her/it solely for investment and not with a view to distribution
or immediate resale thereof.

                  (b) Stock Legend.  Each of the BCH Shareholders  further agree
and understand that each Debenture issued under the  Reorganization and exchange
provided for under this  Agreement  will bear the customary  restrictive  legend
conspicuously noted on said certificate.

         3.11 Election of Officers.  The Company agrees that Lorne Reicher , the
current CEO of BCH, shall remain as the CEO of BCH after the consummation of the
Reorganization  and exchange  provided for under the terms of this Agreement and
shall be further  authorized,  subject to  approval  of BCH's and the  Company's
existing  Board of Directors,  to select the officers and 1 director of BCH. The
Company  covenants  and agrees to approve of the officers  selected  made by the
Board of BCH and further that a  designated  BCH  director  shall be  appointed,
effective  as of the  Closing  Date,  as a  member  of the  Company's  Board  of
Directors. This covenant shall survive the consummation of this Agreement.

         3.12  Management  Agreement.  The  Company  agrees  that  a  management
agreement in form and substance substantially similar to Ex. "A" hereto shall be
entered into between the Company and Vocalscape Networks,  Inc. according to the
terms thereof.  However, the Company shall have no monetary financial commitment
to pay Vocalscape  Networks,  Inc. if BCH is not generating  sufficient revenues
from its continuing operations.  This covenant shall survive the consummation of
this Agreement.

IV.      CONDITIONS TO THE EXCHANGE.

         4.1 Conditions  Precedent to Exchange by Company. The obligation of the
Company to consummate  the  Reorganization  contemplated  by this  Agreement are
subject to  satisfaction,  or written  waiver by the Company,  of the  following
conditions at or before the Closing Date:

                                       9
<PAGE>

                  (a)  Representations  and Warranties True. The representations
and warranties by BCH and the BCH  Shareholders in the Agreement shall have been
correct on and as of the Closing Date with the same force and effect  (except as
expressly  provided in the  Agreement  or  otherwise  approved in writing by the
Company) as though such  representations  and warranties had been made on and as
of the Closing Date.

                  (b) No Adverse Change. BCH shall not have suffered any adverse
change in its financial condition or business and no properties or assets of BCH
shall have suffered any destruction,  damage or loss,  whether or not covered by
insurance.  In addition, BCH shall have obtained an exclusive license pertaining
to the  software  and  intellectual  property  relating to (Voice Over  Internet
Protocol (VOIP),  its derivates,  and successor  technologies,  whether or not a
patent has been applied for in any of the named technologies or products without
royalty or  obligation  except as  provided  for  herein) for use in the prepaid
calling card business and a non exclusive license for use in other applications.

                  (c)  Performance.  BCH  and the BCH  Shareholders  shall  have
performed  all  of  the  terms,  covenants,  agreements  and  conditions  of the
Agreement on their respective parts to be performed.

                  (d)  Shareholder  Approval.  The BCH  shareholders  shall have
approved the terms and conditions of the  Reorganization  and the final language
of the Common Shares as provided for herein and no BCH shareholder shall dissent
with respect to the Reorganization provided for in this Agreement.

                  (e) Tax Opinion. The Company shall have received or waived the
favorable  written opinion from its counsel to the effect that the  transactions
contemplated  by this Agreement will  constitute a  "reorganization"  within the
meaning of Section 368 of the  Internal  Revenue Code of 1986,  as amended,  and
will not result in the  recognition  of gain or loss to the Company or to BCH or
the BCH shareholders.

                  (f)  Legal  Opinion.  The  Company  shall  have  received  the
favorable  written  opinion of counsel for BCH as to those  matters set forth in
Exhibit A attached  hereto and any other matter which the Company may reasonably
requested in connection with the Reorganization  provided for in this Agreement.
In rendering the required opinion,  counsel may, as to any factual matter,  rely
upon a  certificate  of any  public  official  and  any  officer  of BCH  who is
cognizant of such fact.

                  (g) No Restraint.  No injunction or restraining order shall be
in effect to forbid or enjoin the consummation of this Agreement.

                  (h) Approval of  Documents.  All legal  matters in  connection
with the consummation of the  Reorganization  contemplated by this Agreement and
all  documents  and  instruments  delivered  in  connection  therewith  shall be
reasonably  satisfactory in form and in substance to counsel for the Company and
such counsel  shall have  received  authenticated  copies of those copies of the
corporate  documents and  certificates as counsel for the Company may reasonably
request in connection with this transaction.

                                       10
<PAGE>

         4.2 Conditions to BCH's Obligations. The obligations of BCH and the BCH
Shareholders to consummate the Reorganization contemplated by this Agreement are
subject to satisfaction or written waiver by BCH and the BCH Shareholders of the
following conditions at or before the Closing Date:

                  (a)  Representations  and Warranties True. The representations
and warranties by the Company in the Agreement shall have been correct on and as
of the Closing Date with the same force and effect (except as expressly provided
in the Agreement or otherwise approved in writing by the Shareholders) as though
such representations and warranties had been made on and as of the Closing Date.

                  (b) No Adverse Change. The Company shall not have suffered any
adverse  change in its  financial  condition  or business and no  properties  or
assets of the  Company  shall have  suffered  any  destruction,  damage or loss,
whether or not covered by insurance.

                  (c)  Performance.  The Company shall have performed all of the
terms,  covenants,  agreements and conditions of the Agreement on its part to be
performed.

                  (d) Shareholder  Approval.  The Company majority  shareholders
shall have approved the terms and  conditions  of this  Agreement and shall have
called a shareholders  meeting to approve a name change and the reverse split of
the common shares.

                  (e) Legal  Opinion.  BCH shall  have  received  the  favorable
written  opinion of counsel  for the  Company as to those  matters  set forth in
Exhibit A attached hereto and any other matter which BCH may reasonably  request
in  connection  with  the  Reorganization  provided  for in this  Agreement.  In
rendering the required opinion, counsel may, as to any factual matter, rely upon
a  certificate  of any public  official  and any  officer of the  Company who is
cognizant of such fact.

                  (f) No Restraint.  No injunction or restraining order shall be
in effect to forbid or enjoin the consummation of this Agreement.

                  (g) Approval of  Documents.  All legal  matters in  connection
with the consummation of the  Reorganization  contemplated by this Agreement and
all  documents  and  instruments  delivered  in  connection  therewith  shall be
reasonably  satisfactory  in form and in  substance  to counsel for BCH and such
counsel  shall  have  received  authenticated  copies  of  those  copies  of the
corporate  documents and certificates as counsel for BCH may reasonably  request
in connection with this transaction.

V.       ACTIONS AT CLOSING.

         5.1 Exchange.  Each of the 1,000,000  shares of BCH's common stock that
shall be outstanding on the Closing Date and held by a BCH shareholder  shall be
exchanged for a pro-rata portion of the Company's  Sixteen Million  (16,000,000)
Post Reverse Split Common Shares;  provided,  however, that the number of shares


                                       11
<PAGE>

of the  Company's  Post Reverse  Split Common  Shares into which shares of BCH's
common stock are to converted  shall be rounded off to the nearest  whole number
of shares, and no fractional shares shall be issued. The pro-rata portion of the
Company's Common Shares that each BCH shareholder  shall receive in exchange for
his or her  shares of BCH's  common  stock are set forth in  Exhibit B  attached
hereto.

         5.2  Shareholders'  Actions at Closing.  On the Closing  Date,  the BHC
Shareholders,   contemporaneously   with  the  performance  by  Company  of  its
obligations  to be performed at the  Closing,  shall  deliver to the Company the
following:

                  (a) BCH Stock  Certificates.  Stock certificates  representing
all of the outstanding shares of BCH's common stock endorsed for transfer,  with
all necessary stock assignments and other pertinent documents.

                  (b) Certified  Corporate  Resolutions.  Certified  copy of the
resolutions  duly adopted by the Board of Directors and the  shareholders of BCH
authorizing  and approving the execution and delivery of this  Agreement and the
performance of its obligations hereunder.

                  (c) Other Documents.  Such further  certificates and documents
as shall be reasonably requested by counsel for the Company to insure compliance
by BCH and BCH's shareholders of all obligations imposed upon them hereunder.

         5.3 Company's  Actions at Closing.  On the Closing  Date,  the Company,
contemporaneously  with the performance by BCH and the BCH shareholders of their
obligations  to  be  performed  at  the  Closing,   shall  deliver  to  the  BCH
shareholders the following:

Company  Common  Shares.   Issue  Post  Reverse  Split  Common  Shares  totaling
16,000,000 to which each BCH shareholder  shall be entitled to receive  pursuant
to this Agreement,  as set forth in Exhibit "B" attached hereto, with each share
certificate bearing the restrictive legend described in Section 1.4 above.

                  (b) Certified  Corporate  Resolutions.  Certified  copy of the
resolutions  duly adopted by the Board of  Directors of the Company  authorizing
and approving  the  execution and delivery of this  Agreement by the Company and
the performance of its obligations hereunder.

Opinion.  The  opinion  of  counsel  as  described  in  Section  4.1(f)  of this
Agreement; and

                  (d) Other Documents.  Such further  certificates and documents
as shall be  reasonably  requested  by  counsel to BCH and BCH  shareholders  to
insure compliance by the Company with all obligations imposed upon it hereunder.

         5.4 Stock Rights.  On the Closing Date, the BCH  shareholders  who have
exchanged  their shares of BCH's common stock for shares of the  Company's  Post


                                       12
<PAGE>

Reverse  Split  Common  Shares  shall  thereupon  cease to have any rights  with
respect  to their BCH  shares  and their  sole  right  thereafter  shall be with
respect to the Company's Post Reverse Split Common Shares received hereunder.

VI.      TERMINATION.

         6.1      Termination of Agreement.  This Agreement may be terminated as
provided below:

                  (a) The parties  hereto may terminate this Agreement by mutual
consent at any time prior to the Closing Date;

                  (b) The Company may terminate this Agreement by giving written
notice to the  Shareholders  at any time  prior to the  Closing  Date (1) in the
event BCH and/or the  Shareholders  have  breached any material  representation,
warranty,  or covenant contained in this Agreement in any material respect,  the
Company has notified BCH and/or the Shareholders of this breach,  and the breach
has  continued  without cure for a period of 10 days after the notice of breach,
or (2) if the Closing  shall not have  occurred on or before  August 15, 2002 by
reason of the  failure  of any  condition  precedent  under  Section  4.1 hereof
(unless  the  failure   results   primarily  from  the  Company   breaching  any
representation, warranty, or covenant contained in this Agreement); and

                  (c) BCH and the BCH  Shareholders may terminate this Agreement
by giving  written  notice to the Company at any time prior to the Closing  Date
(1) in the event the Company has breached any material representation, warranty,
or covenant contained in this Agreement in any material respect, BCH and the BCH
Shareholders  have  notified  the  Company  of this  breach,  and the breach has
continued  without  cure for a period of 10 days after the notice of breach,  or
(2) if the  Closing  shall not have  occurred  on or before  August 15,  2002 by
reason of the  failure  of any  condition  precedent  under  Section  4.2 hereof
(unless the failure results primarily from the Shareholders and/or BCH breaching
any representation, warranty, or covenant contained in this Agreement).

         6.2  Effect  of  Termination.  If  any  party  hereto  terminates  this
Agreement  pursuant  to Section  6.1 above,  all rights and  obligations  of the
parties  hereunder  shall  terminate  without any  liability of any party to the
other party  (except for any  liability of any Party then in breach);  provided,
however,  that the  confidentiality  provisions  contained  in Section 3.6 above
shall survive any such termination.

VII.     GENERAL PROVISIONS.

         7.1      Entire Agreement. This Agreement embodies the entire agreement
and understanding  between the parties  concerning the subject matter hereof and
supersedes  any and all prior  negotiations,  understandings  or  agreements  in
regard thereto.

         7.2      Applicable   Law.  This   Agreement   shall  be  construed  in
accordance and governed by the laws of the State of Nevada.

                                       13
<PAGE>

         7.3      Notices.   Unless   otherwise   changed  by  notice  given  in
accordance with this provision,  any notice or other communications  required or
permitted  herein  shall be  deemed  given if  delivered  personally  or sent by
certified mail,  postage  prepaid,  return receipt  requested,  addressed to the
other  parties  at  the  addresses  set  forth  above  or,  in the  case  of the
Shareholders, at the address set forth their signature.

         7.4      Waiver.  All rights and  remedies  under  this  Agreement  are
cumulative  and are not  exclusive of any other rights and remedies  provided by
law. No delay or failure in the  exercise of any right or remedy  arising  under
this  Agreement  shall  operate  as a waiver of any  subsequent  right or remedy
subsequently arising under this Agreement.

         7.5      Survival  of  Provisions.  All  agreements,   representations,
covenants and warranties on the part of the parties  contained  herein or in any
instrument  executed and delivered in connection  herewith shall survive closing
of this Agreement and any investigation at any time made with respect thereto.

         7.6      Attorney's Fees. In the event of litigation for enforcement of
the terms of this Agreement or to enforce any remedy  hereunder,  the prevailing
party shall be  entitled  to recover  from the other party any and all costs and
expenses, including reasonable attorney's fees, as may be incurred.

         7.7      Binding Effect. This Agreement shall be binding upon and inure
to  the  benefit  of  the   parties   hereto  and  their   respective   personal
representatives, successors and assigns.

         7.8      Headings. The section headings contained in this Agreement are
inserted  for  convenience  only and shall not affect in any way the  meaning or
interpretation of this Agreement.

         7.9      Execution by Facsimile.  Facsimile execution of this Agreement
by any party is authorized and shall be binding upon all parties.

        7.10      Counterparts.  This Agreement may be executed in any number of
counterparts, each of which shall be considered an original hereof.


                                       14
<PAGE>




         IN WITNESS WHEREOF,  this Agreement has been executed on the date first
above written. WAVE POWER.NET. INC. BETTER CALL HOME, INC.

By                                   By
  -----------------------------        -----------------------------
Brian Fisher, President              Lorne Reicher, President

         SHAREHOLDER AGREEMENTS AND COVENANTS

         THE  UNDERSIGNED,  each being  shareholders  of Better Call Home,  Inc.
("BCH"),  hereby  represent  that they own the number of shares of BCH's  common
stock as set forth beneath their respective signature below and further covenant
and agree to comply  with,  undertake  to  perform,  and abide by,  the  various
covenants,  warranties and  undertakings as set forth in Sections II, III and IV
of the foregoing  Agreement and Plan of  Reorganization  dated August 7, 2002 by
and between Better Call Home, Inc. and Wave Power.net. Inc.

         EXECUTED on the date set forth below the respective signatures.

                                                              SHAREHOLDERS:

Name:    Vocalscape Networks Inc.           Name:    Confederated Capital Corp
     -------------------------------             -------------------------------
Number of Shares:    176,000                Number of Shares:    6,000
                 -------------------                         -------------------
Date:        Aug 7, 2002                             Date:       Aug 7, 2002
     -------------------------------                      ----------------------



Name:    O.B. Service                       Name:    Nivel Holdings Ltd.
     -------------------------------             ------------------------------
Number of Shares:    750,000                Number of Shares:    50,000
                 -------------------                         -------------------
Date:        Aug 7, 2002                    Date:                Aug 7, 2002
     -------------------------------                     -----------------------



Name: Patrick W. Watson                     Name:    Dickson Wong
     -------------------------------             -------------------------------
Number of Shares:    1,,000                 Number of Shares:    1,000
                 -------------------                         -------------------
Date:        Aug 7, 2002                    Date:                Aug 7, 2002
     -------------------------------                      ----------------------



Name: Christina McIntyre                    Name: Doug Borden
     -------------------------------            --------------------------------
Number of Shares:    1,000                  Number of Shares:    1,000
                 -------------------                      ----------------------
Date:        Aug 7, 2002                    Date:        Aug 7, 2002
     -------------------------------             -------------------------------


                                       15
<PAGE>


Name:    Nick Sereda                        Name:    Nancy oToole
     -------------------------------             -------------------------------
Number of Shares:    2,000                  Number of Shares:    1,000
                 -------------------                        --------------------
Date:        Aug 7, 2002                    Date:        Aug 7, 2002
     -------------------------------             -------------------------------



Name:    Adele Paulsen                      Name:    Zina Weston
     -------------------------------             -------------------------------
Number of Shares:    2,000                  Number of Shares:   1,000
                 -------------------                         -------------------
Date:        Aug 7, 2002                    Date:        Aug 7, 2002
     -------------------------------             -------------------------------



Name:    Lydia Wozniuk                      Name:    Darrel Crimeni
     -------------------------------             -------------------------------
Number of Shares:    1,000                  Number of Shares:    1,000
                 -------------------                        --------------------
Date:        Aug 7, 2002                    Date:        Aug 7, 2002
     -------------------------------            --------------------------------



Name:    Lorne Reicher                      Name:    Marshall Farris
     -------------------------------             -------------------------------
Number of Shares:    1,000                  Number of Shares:    1,000
                 -------------------                          ------------------
Date:        Aug 7, 2002                    Date:        Aug 7, 2002
     ------------------------------             --------------------------------



Name: Paul Kent Snowsell Law Corp           Name:    Ron Crimeni
     -------------------------------             -------------------------------
Number of Shares:    2,000                  Number of Shares:    1,000
                 -------------------                         -------------------
Date:        Aug 7, 2002                    Date:        Aug 7, 2002
     -------------------------------             -------------------------------



Name: Adrian Crimeni
     -------------------------------
Number of Shares:    1,000
                 -------------------
Date:        Aug 7, 2002
     -------------------------------





                                       16
<PAGE>




         EXHIBIT A THIS  EXHIBIT is attached to and made a part of that  certain
Agreement and Plan of Reorganization dated August 7, 2002 between and among WAVE
POWER.NET. INC. (the "Company") and BETTER CALL HOME, INC. ("BCH")

                                 Legal Opinion

         The legal opinion shall contain the following:

         1.       The Company [BCH] is a  corporation  duly  organized,  validly
                  existing,  and in good standing under the laws of the State of
                  Nevada [Nevada].

         2.       The  authorized  capital  stock of the  Company  [BCH] and the
                  shares of common  stock of the Company  [BCH] are as set forth
                  in the  Company's  [BCH's]  representations.  All  outstanding
                  shares  of the  Company's  [BCH's]  common  stock are duly and
                  validly   authorized   and   issued,   are   fully   paid  and
                  nonassessable,  and have not been issued in  violation  of any
                  preemptive rights of stockholders, if any. To the knowledge of
                  such  counsel,  there is no existing  option,  warrant,  call,
                  subscription,  or other agreement or commitment obligating the
                  Company [BCH] to issue or sell, or to purchase or redeem,  any
                  shares of its capital  stock other than those  represented  by
                  the Company [BCH] to BCH [the Company] in this Agreement.

         3.       To their knowledge, all consents or approvals by third parties
                  required in connection with the execution and  consummation of
                  this  Agreement  have been duly  obtained  and no  consents or
                  approvals  by  any   additional   third   parties  or  by  any
                  governmental agency are required in connection therewith.

         4.       To their  knowledge,  the execution of this  Agreement and the
                  transactions  contemplated hereby will no result in the breach
                  of any term or provision  of, or  constitute a default  under,
                  any provision or restriction of any indenture,  agreement,  or
                  other  instrument  to which the Company [BCH] is a party or by
                  which it is bound, nor will it conflict with the provisions of
                  the Articles of Incorporation or Bylaws of the Company [BCH].

         5.       All  corporate  action  (including  the Board of Directors and
                  approval  by  the  Stockholders)  required  to  authorize  the
                  transactions contemplated by this Agreement have been duly and
                  properly taken.

         6.       The  Agreement  have  been  duly  authorized,   executed,  and
                  delivered  by  the  Company  [BCH]  and  constitutes  a  valid
                  agreement,   legally   binding  upon  the  Company  [BCH}  and
                  enforceable in accordance with its terms.

                                       17
<PAGE>

         7.       The  Stockholders of BCH have full right and power to transfer
                  and deliver their shares pursuant to this Agreement,  free and
                  clear of any liens, encumbrances, restrictions or claims.

         Additional  items  for  inclusion  in  opinion  provided  by  Company's
counsel:

The Company has filed with the Securities Exchange Commission and any applicable
state securities agency all reports or other documents  required of it to assert
and claim an exemption from the registration provisions of the Securities Act of
1933, as amended,  and any applicable  state securities laws with respect to the
issuance to the shareholders of BCH of the Company's Common Shares, if required.



                                       18
<PAGE>



                                    EXHIBIT B

         THIS EXHIBIT is attached to and made a part of that  certain  Agreement
and Plan of  Reorganization  dated  August  7th,  2002  between  and among  WAVE
POWER.NET. INC. (the "Company") and BETTER CALL HOME, INC. ("BCH")

                                 Ownership List

         The following is the name and address of each BCH shareholder, together
with the number of his shares of BCH's common stock,  and the pro-rata amount of
the  Company's  16,000,000  Common  Shares which the Company shall issue to such
shareholder in accordance with the terms of the above referenced Agreement:
<TABLE>
<CAPTION>

               BCH Shareholder                       Shares of  BCH             Shares of  Common
               Name and Address                      Common Stock               Capital Stock
         ------------------------------              --------------             ---------------

<S>                                                  <C>                             <C>
VocalScape Networks, Inc                             176,000                         2,816,000
1111 Melville Street Vancouver
BC Canada V6E 3V6

Dickson Wong                                         1,000                           16,000
#620 - 650 West 41st  Street
Vancouver BC Canada V52 2M9

Nivel Holdings Ltd.                                  50,000                          800,000
Plaza Colonial
Local 1-10, 1er Piso
PO Box 201-1260
San Rafael De Escazu
San Jose Costa Rica


Christina McIntyre                                   1,000                           16,000
3231 Bowen Drive
Richmond BC Canada V7C 4C6


Nick Sereda                                          2,000                           32,000
345 East 17th Ave
Vancouver BC Canada V5V 1A8


Adele Paulsen                                        2,000                           32,000
7744 Morley Street
Burnaby BC Canada V5E 2K5
</TABLE>

(continued on next page)
                                       19
<PAGE>
<TABLE>
<CAPTION>

(continued from previous page)

              BCH Shareholder                       Shares of  BCH             Shares of  Common
               Name and Address                      Common Stock               Capital Stock
         ------------------------------              --------------             ---------------

<S>                                                  <C>                             <C>
Douglas Borden                                       1,000                           16,000
650 East 22nd Ave
Vancouver BC Canada V5V 1V4


Nancy oToole                                         1,000                           16,000
301 east 17th Ave
Vancouver BC V5V 1A9


Patrick W Watson                                     1,000                           16,000
415 South Tower
5811 Cooney Road
Richmond BC V6X 3M1


Confederated Capital Corp.                           6,000                           96,000
PMB7, Arawak House
Pond Street, Grand Turk
Turk & Caicos Islands
BWI

O.B. Services                                        750,000                         12,000,000

Lydia Wozniuk                                        1,000                           16,000
345 east 17th Ave
Vancouver BC Canada V5V 1A9

Paul Kent Snowsell Law Corp                          2,000                           32,000
410 1333 West Broadway
Vancouver BC Canada V6H4C1

Zina Weston                                          1,000                           16,000
3140 Chrisdale Ave
Burnaby BC V5A 3T3

Darrel Crimeni                                       1,000                           16,000
6505 138th Street
Surry BC Canada V3W 5G5


Ron Crimeni                                          1,000                           16,000
6361 230th Street
Langley BC Canada V2Y 2L2


Adrian Crimeni                                       1,000                           16,000
7744 Morley Street
Burnaby BC Canada V5E 2K5

Lorne Reicher                                        1,000                           16,000
#12 3075 Skeena Street
Port Coquitlam BC Canada V3B 7T4

Marshall Farris                                      1,000                           16,000
709 West Pender Street
Vancouver BC V6C 1G8

</TABLE>
                                       20