Exhibit 2
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                      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.


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         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


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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.


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              (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.


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<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.

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              (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.

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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;

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              (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.

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         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:

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              (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.

                                       12
<PAGE>


         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
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.
<TABLE>
<CAPTION>

                                  SHAREHOLDERS:



<S>                 <C>                                <C>                 <C>
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
                    -------------------------------                        -------------------------------

</TABLE>

                                       15
<PAGE>


<TABLE>
<CAPTION>


<S>                 <C>                                <C>                 <C>
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
                    -------------------------------


</TABLE>




                                       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.


         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.

                                       17
<PAGE>

         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:

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

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

                                       19
<PAGE>


Douglas Borden
650 east 22nd Ave
Vancouver BC Canada V5V 1V4                      1,000             16,000

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


                                       20
<PAGE>


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



                                       21