Exhibit 10.2

                                    EXHIBIT C
                          REGISTRATION RIGHTS AGREEMENT

     This Registration Rights Agreement (the "Agreement"), dated as of March 30,
2003,  is  entered  into by and among  BestNet  Communications  Corp.,  a Nevada
corporation (the "Company"), and the undersigned investors (each individually an
"Investor" and collectively  the  "Investors").  Capitalized  terms used but not
otherwise  defined herein shall have the meaning assigning to such terms in that
certain Unit  Purchase  Agreement by and among the Company and the  Investors of
even date herewith.

     WHEREAS, the Company has entered into a Unit Purchase Agreement dated March
30, 2003, by and among the Company and the Investors (the "Purchase  Agreement")
pursuant to which the Investors agreed to purchase from the Company a portion of
the  4,500,000  units  (collectively,  the  "Units" and  individually  a "Unit")
offered  by the  Company,  at a  purchase  price  per Unit of  $0.30,  each unit
consisting of the following  securities:  (a) three shares of Common Stock,  par
value $.001 per share,  of the Company  (the "Common  Stock");  (b) one share of
Series A  Preferred  Stock,  par value  $.001 per  share,  of the  Company  (the
"Preferred Stock"); and (c) three-year warrants (the "Warrants") to purchase one
share of Common Stock at a per share exercise price of $0.30;

     WHEREAS, the Preferred Stock is convertible into two shares of Common Stock
of the Company,  pursuant to the terms of a Certificate of Designations attached
as Exhibit A to the Purchase Agreement; and

     WHEREAS,  pursuant to the terms of the Purchase Agreement,  the Company has
agreed to provide the Investors with certain registration rights with respect to
the Units issued  pursuant to the Purchase  Agreement  and the  securities  that
comprise the Units.

     NOW,  THEREFORE,  in  consideration  of the mutual  promises and  covenants
contained in this Agreement, the parties hereto agree as follows:

1. REGISTRATION RIGHTS.

     a. DEMAND  REGISTRATION.  One or more  Investors  holding a majority of the
Units (the "Initiating  Investors") may elect to exercise the right to request a
Demand  Registration  pursuant to this Section 1 by furnishing  the Company with
written  notice  thereof (a "Demand  Notice").  Upon receipt by the Company of a
Demand  Notice,  the Company shall  promptly  notify each other  Investor of the
Demand  Notice  received by the  Company.  Upon  receipt of such notice from the
Company  (the  "Company  Notice"),  each such  Investor  may give the  Company a
written request to register all or some of such Investor's Units and Registrable
Shares in the registration  described in the Company Notice,  provided that such
written  request is received within twenty (20) days after the date on which the
Company  Notice is given (with such request  stating (i) the amount of Units and
Registrable  Shares to be  included,  (ii) such  Investor's  intended  method of
distribution  of  such  Units  and  Registrable   Shares  and  (iii)  any  other
information   reasonably  requested  by  the  Company  to  properly  effect  the
registration of such Units and Registrable Shares). The Company shall as soon as
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practicable after the date on which the Company Notice is given, but in no event
less than 30 days from  receipt of the  Company  Notice and no more than 45 days
from receipt by the Company of the Demand  Notice,  file with the Commission and
use its  commercially  reasonable  best  efforts  to  promptly  cause to  become
effective  no later than 120 days from  filing a  Registration  Statement  which
shall cover the Units and Registrable  Shares specified in the Demand Notice and
in any written  request from any other  Investor  received by the Company within
twenty  (20)  days from the date on which the  Unconditional  Company  Notice is
received. In the event the Company is unable to file a Registration Statement to
register  all of the  Registrable  Shares  as a result  of the  failure  to have
sufficient  authorized  capital stock with respect to the shares of Common Stock
issuable  upon  conversion  of the  Preferred  Stock  and upon  exercise  of the
Warrants, then one or more Investors holding a majority of the Units may request
a second  Demand  Registration  with  respect to such  unregistered  Registrable
Shares in the same manner as described in this Section 1(a).

     b.  INCLUSION  OF  OTHER   SECURITIES  IN   REGISTRATION   STATEMENT.   The
Registration Statement filed pursuant to the request of the Initiating Investors
may,  subject to the provisions of SECTION 1(c) below,  include other securities
of the Company  which are held by persons who, by virtue of  agreements  entered
into with the Company  prior or subsequent  to the date of this  Agreement,  are
entitled to include their securities in such registration.

     If,  by  virtue  of  agreements  with the  Company,  the  holders  of other
securities  of the Company  (the "Other  Holders")  request and are  entitled to
inclusion in such  registration,  the Company shall, on behalf of all Investors,
offer to the Other  Holders  that  such  other  securities  be  included  in the
underwriting  and may  condition  such  offer on the  acceptance  by such  Other
Holders of the further provisions of this Section 1.

     c. REGISTRATION  LIMITATION.  Except as otherwise provided in SECTION 1(a),
the Company shall be obligated to register  Investor  stock  pursuant to SECTION
1(a) on one occasion only,  provided,  however,  that such  obligation  shall be
deemed  satisfied  only when a  registration  statement  covering  all shares of
Investor  stock  specified  in  notices  received  as  aforesaid,  for  sale  in
accordance with the method of disposition  specified by the requesting  holders,
shall have (i) become  effective,  or (ii) been  withdrawn at the request of the
Investors  requesting  such  registration  (other  than  solely  as a result  of
material  information  concerning  the  business or  financial  condition of the
Company  which  is made  known  to  such  Investors  after  the  date  on  which
registration was requested).  In addition,  the Company shall not be required to
effect any  registration  within 180 days after the effective  date of any other
Registration Statement of the Company.

     d. COMPANY'S RIGHT TO DELAY REGISTRATION.  If at the time of any request to
register Units and  Registrable  Shares pursuant to SECTION 1(a), the Company is
engaged  or has fixed  plans to engage  within 30 days of the time of the Demand
Notice in a registered  public  offering as to which the  Investors  may include
Units and  Registrable  Shares,  then the Company may at its option  direct that
such  request  be  delayed  for a period  not in  excess  of 120  days  from the
effective  date of such  offering or 120 days from the date of  commencement  of
such other material activity,  as the case may be, such right to delay a request
to be exercised by the Company not more than once.

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2.  REGISTRATION  PROCEDURES.  If and  whenever  the  Company is required by the
provisions of SECTION 1 of this Agreement to use its reasonable  best efforts to
effect the  registration  of any of the Units and  Registrable  Shares under the
Securities Act, the Company shall:

     a.  prepare and file with the  Commission  a  Registration  Statement  with
respect to such Units and Registrable Shares and use its reasonable best efforts
to cause that Registration Statement to become and remain effective;

     b. as  expeditiously  as possible  prepare and file with the Commission any
amendments  and  supplements  to the  Registration  Statement and the prospectus
included  in the  Registration  Statement  as  may  be  necessary  to  keep  the
Registration Statement effective,  in the case of a firm commitment underwritten
public  offering,  until each  underwriter has completed the distribution of all
securities  purchased by it but not more than one year after the effective  date
and,  in the case of any other  offering,  until the  earlier of the sale of all
Units and  Registrable  Shares  covered  thereby or one year after the effective
date thereof;

     c. as  expeditiously  as possible  furnish to each  Selling  Investor  such
reasonable  numbers  of  copies  of  the  prospectus,  including  a  preliminary
prospectus,  in conformity with the requirements of the Securities Act, and such
other  documents  as the Selling  Investor  may  reasonably  request in order to
facilitate  the public sale or other  disposition  of the Units and  Registrable
Shares owned by the selling Investor;

     d. as expeditiously as possible use its reasonable best efforts to register
or  qualify  the  Units  and  Registrable  Shares  covered  by the  Registration
Statement  under the  securities  or blue sky laws of such states as the Selling
Investors  shall  reasonably  request,  and do any and all other acts and things
that may be necessary or desirable to enable the Selling Investors to consummate
the public sale or other disposition in such states of the Units and Registrable
Shares owned by the selling Investor; and

     e. keep the  Registration  Statement  effective  for a period ending on the
earlier of the sale by the Selling Investors of all Units and Registrable Shares
covered by the Registration Statement or one year from the effective date of the
Registration Statement.

     If the Company  has  delivered  preliminary  or final  prospectuses  to the
Selling  Investors and after having done so the  prospectus is amended to comply
with the  requirements  of the Securities Act, the Company shall promptly notify
the Selling Investors and, if requested, the Selling Investors shall immediately
cease making offers of Units and Registrable  Shares and return all prospectuses
to the  Company  at the  Company's  sole cost and  expense.  The  Company  shall
promptly provide the Selling Investors with revised  prospectuses and, following
receipt of the  revised  prospectuses,  the Selling  Investors  shall be free to
resume making offers of the Units and Registrable Shares.

3. COMPANY REGISTRATION.

     a. "PIGGY-BACK"  RIGHTS. If the Company proposes to register (including for
this purpose a registration effected by the Company for its stockholders) any of
its stock or other  securities  under the Securities Act, in connection with the
public offering of such securities, on a registration form that would also allow

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the registration of the Units and Registrable  Shares (other than a registration
relating  solely to the sale of  securities to  participants  in a Company stock
plan, a registration  relating to corporate  reorganization or other transaction
under Rule 145 of the Securities Act, or a registration in which the only Common
Stock  being  registered  is  Common  Stock  issuable  upon  conversion  of debt
securities which are also being registered),  the Company shall, prior to filing
the  registration  statement  with the  Commission,  promptly give each Investor
written notice of such proposed registration (the "Registration  Notice").  Upon
receipt of such notice from the Company, each such Investor may give the Company
a written  request  (the  "Piggy-back  Request")  to include all or some of such
Investor's  Units and Registrable  Shares in the  registration  described in the
Registration  Notice,  provided  that such  written  request is received  within
twenty (20) days after the date on which the Registration  Notice is given (with
such  request  stating  (i) the  amount  of Units and  Registrable  Shares to be
included, (ii) such Investor's intended method of distribution of such Units and
Registrable Shares and (iii) any other information  reasonably  requested by the
Company to  properly  effect  the  registration  of such  Units and  Registrable
Shares).  Upon the timely receipt by the Company of the Piggy-back Request,  the
Company  shall,  subject to the  provisions of Section 3(c),  use its good faith
best  efforts  to cause to be  registered  under  the Act all of the  Units  and
Registrable Shares that each such Investor has requested.

     b. RIGHT TO  TERMINATE  REGISTRATION.  The Company  shall have the right to
terminate  or withdraw  any  registration  initiated  by it under this SECTION 3
prior to the  effectiveness of such  registration  whether or not any Holder has
elected  to  include  securities  in such  registration.  The  expenses  of such
withdrawn  registration shall be borne by the Company in accordance with SECTION
4 hereof.

     c. UNDERWRITING REQUIREMENTS.  In connection with any offering involving an
underwriting of shares of the Company's  capital stock, the Company shall not be
required  under this SECTION 3 to include any of the  Investors'  shares in such
underwriting  unless  they accept the terms of the  underwriting  as agreed upon
between  the Company and the  underwriters  selected by it (or by other  persons
entitled  to  select  the  underwriters)  and to  enter  into  any  underwriting
agreement in customary form with an underwriter or underwriters  selected by the
Company,  and then only in such quantity as the underwriters  determine will not
jeopardize  the success of the offering by the  Company.  If the total amount of
securities,  including Units and Registrable Shares, requested to be included in
such offering exceeds the amount of securities that the  underwriters  determine
is compatible  with the success of the offering,  then the Units and Registrable
Shares  of the  Investors  and the  securities  held by any  other  stockholders
distributing  their securities  through such underwriting shall be excluded from
the  underwriting  by reason of the  underwriter's  marketing  limitation to the
extent so required by such  limitation  as  follows:  the Units and  Registrable
Shares held by the  Investors  and such other  stockholders  distributing  their
securities through such underwriting shall be excluded in a manner such that the
number of any Units and Registrable Shares and such other securities that may be
included by such holders are allocated in  proportion,  as nearly as practicable
to the amounts of registrable  securities held by such holders.  For purposes of
apportionment, for any selling stockholder that is an Investor holding Units and
Registrable  Shares,  and that is a partnership  or  corporation,  the partners,
retired  partners and  stockholders of such Investor,  or the estates and family
members of any such partners and retired partners and any trusts for the benefit
of any of the foregoing persons shall be deemed to be a single Investor, and any
pro rata  reduction  with  respect  to such  Investor  shall  be based  upon the

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aggregate  amount  of Units and  Registrable  Shares  owned by all such  related
entities and individuals.

4. ALLOCATION OF EXPENSES. The Company will pay all Registration Expenses of all
registrations  under this  Agreement.  For  purposes of this SECTION 4, the term
"Registration Expenses" shall mean all expenses to be incurred by the Company in
complying with this Agreement,  including,  without limitation, all registration
and filing fees, exchange listing fees, printing and shipping expenses, fees and
expenses  of  counsel  for the  Company,  state  blue  sky  fees  and  expenses.
Notwithstanding the foregoing, "Registration Expenses" shall not include any and
all underwriting discounts and selling commissions applicable to the sale of the
Units and the Registrable Securities.

5. INDEMNIFICATION AND CONTRIBUTION.

     a. In the event of any  registration  of any of the  Units and  Registrable
Shares under the  Securities  Act pursuant to this  Agreement,  the Company will
indemnify and hold harmless the Selling  Investor of such Units and  Registrable
Shares,  each underwriter of such Units and Registrable Shares, if any, and each
other person,  if any, who controls such Selling Investor or underwriter  within
the  meaning of the  Securities  Act or the  Exchange  Act  against  any losses,
claims,  damages  or  liabilities,  joint  or  several,  to which  such  Selling
Investor,  underwriter  or  controlling  person  may  become  subject  under the
Securities  Act,  the  Exchange  Act,  state  securities  or  blue  sky  laws or
otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect  thereof) arise out of or are based upon any untrue statement or alleged
untrue  statement of any material fact contained in any  Registration  Statement
under  which  such  Units  and  Registrable  Shares  were  registered  under the
Securities Act, any preliminary  prospectus or final prospectus contained in the
Registration  Statement,  or any amendment or  supplement  to such  Registration
Statement, or arise out of or are based upon the omission or alleged omission to
state a material  fact  required to be stated  therein or  necessary to make the
statements  therein,  in light of the circumstances  under which they were made,
not misleading;  provided,  however,  that the Company will not be liable in any
such case to the extent that any such loss,  claim,  damage or liability  arises
out  of or is  based  upon  any  untrue  statement  or  omission  made  in  such
Registration Statement,  preliminary prospectus or final prospectus, or any such
amendment or supplement, (i) in reliance upon and in conformity with information
furnished to the Company,  in writing, by or on behalf of such Selling Investor,
underwriter  or  controlling  person  specifically  for  use in the  preparation
thereof  or (ii)  which  untrue  statement  was  corrected  by the  Company  and
delivered  to the  Selling  Investor  prior to  consummation  of the sale by the
Selling Investor resulting in such loss, claim, damage or liability.

     b. In the event of any  registration  of any of the  Units and  Registrable
Shares  under the  Securities  Act  pursuant  to this  Agreement,  each  Selling
Investor  of Units and  Registrable  Shares,  severally  and not  jointly,  will
indemnify and hold harmless the Company,  each of its directors and officers and
each  underwriter (if any) and each person,  if any, who controls the Company or
any such  underwriter  within the meaning of the  Securities Act or the Exchange
Act, against any losses,  claims,  damages or liabilities,  joint or several, to
which the Company,  such  directors and  officers,  underwriter  or  controlling
person  may  become  subject  under the  Securities  Act,  Exchange  Act,  state
securities  or blue sky  laws or  otherwise,  insofar  as such  losses,  claims,
damages or liabilities (or actions in respect thereof) arise out of or are based
upon any  untrue  statement  or alleged  untrue  statement  of a  material  fact

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contained in any  Registration  Statement under which such Units and Registrable
Shares were registered  under the Securities Act, any preliminary  prospectus or
final prospectus  contained in the Registration  Statement,  or any amendment or
supplement to the Registration  Statement, or arise out of or are based upon any
omission  or alleged  omission  to state a material  fact  required to be stated
therein  or  necessary  to  make  the  statements   therein,  in  light  of  the
circumstances  under which they were made,  not  misleading,  provided that such
statement  or  omission  was  made  in  reliance  upon  and in  conformity  with
information  relating  to such  Selling  Investor  furnished  in  writing to the
Company  by and on  behalf  of such  Selling  Investor  specifically  for use in
connection  with the  preparation of such  Registration  Statement,  prospectus,
amendment or supplement; PROVIDED, HOWEVER, that the obligations of such Selling
Investors  hereunder shall be limited to an amount equal to the proceeds to each
Selling  Investor of Units and  Registrable  Shares sold in connection with such
registration.

     c.  Each  party  entitled  to  indemnification  under  this  SECTION 5 (the
"Indemnified  Party")  shall  give  notice  to the  party  required  to  provide
indemnification (the "Indemnifying Party") promptly after such Indemnified Party
has actual knowledge of any claim as to which indemnity may be sought, and shall
permit the  Indemnifying  Party to assume  the  defense of any such claim or any
litigation  resulting  therefrom;   PROVIDED,  HOWEVER,  that  counsel  for  the
Indemnifying  Party,  who shall conduct the defense of such claim or litigation,
shall  be  approved  by the  Indemnified  Party  (whose  approval  shall  not be
unreasonably  withheld);  and,  PROVIDED,  FURTHER,  that  the  failure  of  any
Indemnified  Party to give  notice as  provided  herein  shall not  relieve  the
Indemnifying Party of its obligations under this SECTION 5, except to the extent
that such delay prejudices such  indemnifying  party. The Indemnified  Party may
participate in such defense at such party's expense; PROVIDED, HOWEVER, that the
Indemnifying  Party shall pay such expense if representation of such Indemnified
Party by the counsel retained by the  Indemnifying  Party would be inappropriate
due to actual or potential differing interests between the Indemnified Party and
any other party represented by such counsel in such proceeding.  No Indemnifying
Party,  in the defense of any such claim or  litigation  shall,  except with the
consent of each  Indemnified  Party,  consent to entry of any  judgment or enter
into any settlement which does not include as an unconditional  term thereof the
giving by the claimant or plaintiff to such Indemnified  Party of a release from
all liability in respect of such claim or litigation,  and no Indemnified  Party
shall  consent  to entry of any  judgment  or settle  such  claim or  litigation
without the prior written consent of the Indemnifying Party.

     d. If the indemnification  provided for under this SECTION 5 is unavailable
to or insufficient to hold the  Indemnified  Party harmless under  subparagraphs
(a) or (b) above in respect of any losses,  claims,  damages or liabilities  (or
actions in respect  thereof)  referred to therein  for any reason  other than as
specified  therein,  then the Indemnifying  Party shall contribute to the amount
paid or payable by such  Indemnified  Party as a result of such losses,  claims,
damages or liabilities (or actions in respect thereof) (i) in such proportion as
is appropriate  to reflect the relative  benefits  received by the  Indemnifying
Party on the one hand and such  Indemnified  Party on the other from the subject
offering or distribution or (ii) if the allocation  provided by clause (i) above
is not permitted by applicable  law, in such  proportion  as is  appropriate  to
reflect not only the relative  benefits referred to in clause (i) above but also
the  relative  fault  of  the  Indemnifying  Party  on the  one  hand  and  such
Indemnified  Party on the other in connection  with the  statements or omissions
which resulted in such losses,  claims,  damages or  liabilities  (or actions in

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respect  thereof) as well as any other relevant  equitable  considerations.  The
relative  benefits  received by the  Indemnifying  Party on the one hand and the
Indemnified Party on the other hand shall be deemed to be in the same proportion
as the net  proceeds of the  offering  or other  distribution  (after  deducting
expenses)  received by the  Indemnifying  Party bears to the net proceeds of the
offering  or other  distribution  (after  deducting  expenses)  received  by the
Indemnified Party. The relative fault shall be determined by reference to, among
other things,  whether the untrue or alleged untrue statement of a material fact
or the  omission  or  alleged  omission  to state a  material  fact  relates  to
information  supplied  by (or  omitted  to be  supplied  by) the  Company or the
Selling Investor, the parties' relative intent, knowledge, access to information
and  opportunity to correct or prevent such statement or omission,  the relative
benefits  received  by each  party  from the sale of the Units  and  Registrable
Shares   and  any  other   equitable   considerations   appropriate   under  the
circumstances. The amount paid or payable by an Indemnified Party as a result of
the losses,  claims,  damages or  liabilities  (or  actions in respect  thereof)
referred to above in this subsection (d) shall be deemed to include any legal or
other expenses  reasonably incurred by such Indemnified Party in connection with
investigating  or  defending  any such  action  or claim.  No  person  guilty of
fraudulent  misrepresentation  (within  the  meaning  of  SECTION  11(f)  of the
Securities  Act) shall be entitled to  contribution  from any person who was not
guilty of such fraudulent misrepresentation.

6. INFORMATION BY INVESTOR. Each Investor including Units and Registrable Shares
in any registration shall furnish to the Company such information regarding such
Investor  and the  distribution  proposed  by such  Investor  as the Company may
reasonably  request in writing and as shall be required in  connection  with any
registration,  qualification  or compliance  referred to in this Agreement.  The
Investors shall perform all acts reasonably necessary to effect the registration
of the Units and Registrable Shares.

7. CERTAIN  DEFINITIONS.  As used in this  Agreement,  the following terms shall
have the following respective meanings:

     "COMMISSION"  means the  Securities and Exchange  Commission,  or any other
federal agency at the time administering the Securities Act.

     "COMMON  STOCK" means the common stock,  par value $.001 per share,  of the
Company.

     "EXCHANGE  ACT" means the Securities  Exchange Act of 1934, as amended,  or
any  similar  federal  statute,  and  the  rules  and  regulations   promulgated
thereunder, all as the same shall be in effect at the time.

     "REGISTRATION EXPENSES" means the expenses described in Section 4.

     "REGISTRABLE  SHARES"  shall  mean  shares  of Common  Stock  issued to the
Investors  pursuant to the  Purchase  Agreement  and any other shares of capital
stock of the  Company  issued to the  Investors  in respect of such  shares as a
result of stock splits,  stock dividends,  reclassification,  recapitalizations,
mergers,  consolidations or similar events.  Registrable  Shares shall also mean
all shares of Common Stock issued to the Investors pursuant to the conversion of
the  Preferred  Stock and upon  exercise of the Warrants and any other shares of
capital  stock of the Company  issued to the Investors in respect of such shares
as   a   result   of   stock   splits,   stock   dividends,    reclassification,

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recapitalizations, mergers, consolidations or similar events. References in this
Agreement  to  amounts  or  percentages  of  Registrable  Shares as of or on any
particular date shall be deemed to refer to amounts or percentages  after giving
effect to any applicable events contemplated by the preceding sentences.

     "REGISTRATION  STATEMENT"  shall  mean any  registration  statement  of the
Company,  including,  without limitation,  an initial Registration Statement, on
any form (to be selected by the Company)  for which the Company  then  qualifies
and  which  permits  the  secondary  resale  thereunder  of the  Units  and  the
Registrable  Shares.  The term  Registration  Statement  shall also  include all
exhibits and financial  statements and schedules and documents  incorporated  by
reference in such  Registration  Statement when it becomes  effective  under the
Securities Act, and in the case of the references to the Registration  Statement
as of a date  subsequent to the effective date, as amended or supplemented as of
such date.

     "SECURITIES  ACT" means the  Securities  Act of 1933,  as  amended,  or any
similar federal statute, and the rules and regulations  promulgated  thereunder,
all as the same shall be in effect at the time.

     "SELLING  INVESTOR"  shall mean any Investor whose  Registrable  Shares are
included at the request of such  Investor in any  Registration  Statement  filed
pursuant to this Agreement.

     "INVESTOR"  shall  mean a Investor  (as  defined  in the  preamble  to this
Agreement) or any  transferee of  Registrable  Shares,  if such  transferee  has
executed a  counterpart  hereof at the time of the transfer to such  transferee,
unless the  Registrable  Shares held by such transferee are acquired in a public
distribution pursuant to a registration statement under the Securities Act.

8. GENERAL.

     a. NOTICES. All notices, requests, claims, demands and other communications
hereunder  shall be in writing and shall be deemed to have been given if sent by
registered  or certified  mail,  first class  postage  prepaid,  return  receipt
requested,  to the address of such parties set forth on the  signature  pages of
this  Agreement or such other future address as may be specified by any party by
notice to all of the other  parties.  Such  communications  may also be given by
personal delivery,  by facsimile or by regular mail, but shall be effective only
if and when actually received.

     b. ENTIRE  AGREEMENT.  This  Agreement  embodies the entire  agreement  and
understanding  between the parties  hereto  with  respect to the subject  matter
hereof and supersedes all prior agreements and  understandings  relating to such
subject matter.

     c.  AMENDMENTS AND WAIVERS.  Any term of this Agreement may be amended with
the written  consent of the Company and each of the Investors.  No waivers of or
exceptions to any term, condition or provision of this Agreement,  in any one or
more instances,  shall be deemed to be, or construed as, a further or continuing
waiver of any such term,  condition or  provision.  A party hereto may waive the
performance of any covenant for its benefit (either generally or in a particular
instance and either retroactively or prospectively),  PROVIDED, HOWEVER, that no
such waiver shall be effective unless in writing and signed by such party.

                                        8
<PAGE>
     d.  SEVERABILITY.  The invalidity or  unenforceability  of any provision of
this  Agreement  shall not affect the  validity or  enforceability  of any other
provision of this Agreement.

     e.  GOVERNING  LAW.  This  Agreement  shall be governed by and construed in
accordance with the laws of the State of Nevada without regard to its principals
of conflicts of law.

     f.  COUNTERPARTS.   This  Agreement  may  be  executed  in  any  number  of
counterparts and by the parties hereto in separate  counterparts,  each of which
when so  executed  shall be  deemed  to be an  original  and all of which  taken
together shall constitute one and the same instrument.

     g.  SUCCESSORS AND ASSIGNS.  This Agreement  shall inure to the benefit of,
and be binding upon,  the  successors,  assigns and  transferees  of each of the
parties hereto.

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     IN WITNESS  WHEREOF,  the  Company and the  Investors  have  executed  this
Agreement as of the _____ day of ________, 2003.

                                        COMPANY

                                        BESTNET COMMUNICATIONS CORP.


                                        By:
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                                            ADDRESS FOR NOTICE:

                                            5075 Cascade Road SE, Suite A
                                            Grand Rapids, Michigan 49546
                                            Telecopy: (616) 977-9955

                                            WITH A COPY TO:

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

                                       10
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                                    INVESTORS


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                                            Address for Notice:

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                            [Investor Signature Page]