Exhibit 4.2

                                    EXHIBIT A

              CERTIFICATE TO SET FORTH DESIGNATIONS, VOTING POWERS,
              PREFERENCES, LIMITATIONS, RESTRICTIONS, AND RELATIVE
                         RIGHTS OF SERIES A CONVERTIBLE
                   PREFERRED STOCK, $.001 PAR VALUE PER SHARE

     Pursuant to Title 7,  Chapter  78,  Section  78.1955 of the Nevada  Revised
Statutes

     It is hereby certified that:

     I.   The name of the  corporation  is  BestNet  Communications  Corp.  (the
"CORPORATION"), a Nevada corporation.

     II.  The  certificate  of  incorporation  of the  Corporation,  as amended,
authorizes the issuance of Ten Million  (10,000,000)  shares of Preferred Stock,
$.001 par value per share,  and expressly vests in the Board of Directors of the
Corporation the authority provided therein to issue all of said shares in one or
more series and by resolution or  resolutions to establish the  designation  and
number and to fix the  relative  rights  and  preferences  of each  series to be
issued.

     III. The Board of Directors of the  Corporation,  pursuant to the authority
expressly vested in it, has adopted the following  resolutions  creating a class
of Series A Convertible Preferred Stock:


     RESOLVED,  that a portion of the Ten Million (10,000,000) authorized shares
of Preferred Stock of the  Corporation  shall be designated as a separate series
possessing the rights and preferences set forth below:

     1.   DESIGNATION:  NUMBER OF  SHARES.  The  designation  of said  series of
Preferred  Stock shall be Series A  Convertible  Preferred  Stock (the "SERIES A
PREFERRED  STOCK").  The number of shares of Series A  Preferred  Stock shall be
4,500,000.  Each share of Series A  Preferred  Stock  shall have a stated  value
equal to $0.001 (as adjusted  for any stock  dividends,  combinations  or splits
with respect to such shares) (the "STATED VALUE"), and $.001 par value.

     2.   RANKING.  The  Series A  Preferred  Stock  shall rank (i) prior to the
Corporation's  common stock,  par value $.001 per share ("COMMON  STOCK");  (ii)
prior to any class or  series  of  capital  stock of the  Corporation  hereafter
created  (unless,  with the consent of the  holders of Series A Preferred  Stock
(which may be withheld in such holders'  reasonable  discretion),  such class or
series of capital  stock  specifically,  by its terms,  ranks  senior to or Pari
Passu with the  Series A  Preferred  Stock);  (iii) Pari Passu with any class or
series of capital stock of the Corporation  hereafter  created (with the consent
of the  holders of the Series A Preferred  Stock  (which may be withheld in such
holders' reasonable  discretion)  specifically  ranking, by its terms, on parity
with the Series A Preferred Stock ("PARI PASSU SECURITIES");  and (iv) junior to
any class or series of capital stock of the Corporation  hereafter created (with
the consent of the holders of Series A Preferred Stock (which may be withheld in
such  holders'  reasonable  discretion)  obtained in  accordance  with Section 8
hereof)  specifically  ranking,  by its terms,  senior to the Series A Preferred
Stock  ("SENIOR  Securities"),  in each case as to  distribution  of assets upon
liquidation,  dissolution or winding up of the Corporation, whether voluntary or
involuntary.
<PAGE>
     3.   DIVIDENDS.

          (a)  The  holders  of  shares  of Series A  Preferred  Stock  shall be
entitled to receive dividends  payable out of funds legally available  therefor.
Such  dividends  shall be payable only when, as, and if declared by the Board of
Directors and shall be noncumulative.

          (b)  No dividends shall be paid on any Common Stock of the Corporation
unless a dividend  (including  the amount of any dividends  paid pursuant to the
above provisions of this section) is paid with respect to all outstanding shares
of  Series A  Preferred  Stock in an  amount  for each  such  share of  Series A
Preferred Stock equal to or greater than the aggregate  amount of such dividends
for all shares of Common  Stock into which each such share of Series A Preferred
Stock could then be converted.

          (c)  The  Board  of   Directors   may  fix  a  record   date  for  the
determination  of  holders of shares of Series A  Preferred  Stock  entitled  to
receive payment of a dividend or  distribution  declared  thereon,  which record
date  shall be no more  than 30 days  prior to the date  fixed  for the  payment
thereof.

     4.   LIQUIDATION RIGHTS.

          (a)  Upon  the   dissolution,   liquidation   or   winding-up  of  the
Corporation,  whether  voluntary  or  involuntary,  the  Holders of the Series A
Preferred  Stock shall be entitled to receive before any payment or distribution
shall  be  made  on the  Common  Stock  or any  other  capital  stock  hereafter
authorized that ranks junior to the Series A Preferred Stock (collectively,  the
"JUNIOR STOCK"), out of the assets of the Corporation available for distribution
to stockholders,  the Stated Value per share of Series A Preferred Stock and all
accrued  and unpaid  dividends,  if any,  to and  including  the date of payment
thereof.  Upon the payment in full of all amounts due to Holders of the Series A
Preferred Stock the Holders of the Common Stock of the Corporation and any other
class of Junior  Stock shall  receive all  remaining  assets of the  Corporation
legally available for distribution.  If the assets of the Corporation  available
for  distribution  to the  Holders  of the  Series A  Preferred  Stock  shall be
insufficient  to permit  payment in full of the amounts  payable as aforesaid to
the Holders of Series A Preferred  Stock upon such  liquidation,  dissolution or
winding-up,  whether  voluntary  or  involuntary,  then all such  assets  of the
Corporation  shall be  distributed  to the exclusion of the Holders of shares of
Junior Stock ratably among the Holders of the Series A Preferred Stock.

          (b)  Neither the purchase nor the  redemption  by the  Corporation  of
shares of any class of stock nor the merger or  consolidation of the Corporation
with or into any other  corporation or corporations  nor the sale or transfer by
the  Corporation  of all or any  part of its  assets  shall  be  deemed  to be a
liquidation,  dissolution or winding-up of the  Corporation  for the purposes of
this paragraph 4.

     5.   CONVERSION INTO COMMON STOCK. Shares of Series A Preferred Stock shall
have the following conversion rights and obligations:

          (a)  Subject to the further  provisions and  restrictions set forth in
this  paragraph 5, each Holder of shares of Series A Preferred  Stock shall have
the right at any time  commencing  after the  issuance to the Holder of Series A
Preferred Stock and the Shareholder Approval (as defined below), to convert such
shares  into  fully  paid  and  non-assessable  shares  of  Common  Stock of the
Corporation  (as defined in paragraph 5(i) below)  determined in accordance with
the Conversion Price provided in paragraph 5(b) below (the  "CONVERSION  PRICE")
by  tendering to the Company the cash sum of $0.10  multiplied  by the number of
shares of Common  Stock into which such shares of Series A  Preferred  Stock are
then convertible. Such payment shall be made by certified check or wire transfer
of funds to an account  designated  by the  Company.  All issued or accrued  but
unpaid  dividends,  if any,  may be  converted  at the  election  of the  Holder
simultaneously with the conversion of principal amount of Stated Value of Series
A Preferred Stock being converted.
<PAGE>
     Notwithstanding  anything  herein to the  contrary,  the Series A Preferred
Stock shall not be  convertible  into Common  Stock until such time as there are
sufficient authorized but unissued shares of Common Stock of the Corporation for
such  purpose.  Promptly  following the issuance of shares of Series A Preferred
Stock,  the  Corporation  shall take such corporate  action as may be reasonably
necessary to increase its authorized but unissued shares of Common Stock to such
number  as  shall  be  sufficient  for  such  purpose,   including  engaging  in
commercially  reasonable  efforts to obtain the requisite  shareholder  approval
(the "SHAREHOLDER  APPROVAL");  provided,  however, that the rights contained in
this  Certificate  shall  constitute the Series A Preferred  Stock holders' sole
remedy  in the  event  that  the  Corporation  fails  to  obtain  the  requisite
shareholder approval to increase the number of authorized but unissued shares of
Common Stock in a manner  sufficient to effect the conversion of all outstanding
shares of Series A Preferred Stock.

          (b)  The number of shares of Common Stock issuable upon  conversion of
each share of Series A Preferred  Stock shall be two (2). The  Conversion  Price
per share shall be $0.10.

          (c)  Subject  to the  restrictions  set forth in this  Section  5, the
Holder  of any  certificate  representing  shares of  Series A  Preferred  Stock
desiring  to convert  any of such  shares  may give  notice of its  decision  to
convert the shares into Common Stock by  delivering or  telecopying  an executed
and  completed  notice of  conversion to the  Corporation  or the  Corporation's
Transfer  Agent and  delivering  within  three  business  days  thereafter,  the
original   certificate  for  the  Preferred  Stock  properly   endorsed  for  or
accompanied  by duly executed  instruments  of transfer (and such other transfer
papers as said Transfer Agent may reasonably  require) to the Corporation or the
Corporation's  Transfer  Agent, in addition to payment in full of the Conversion
Price  multiplied  by the  number of shares  of Common  Stock to be issued  upon
conversion. Each date on which a notice of conversion is delivered or telecopied
to the  Corporation or the  Corporation's  Transfer Agent in accordance with the
provisions  hereof  shall be  deemed a  Conversion  Date.  A form of  Notice  of
Conversion  that may be employed by a Holder is annexed hereto as Exhibit A. The
Corporation  will transmit the  certificates  representing  the shares of Common
Stock issuable upon  conversion of any Series A Preferred  Stock  (together with
the Series A  Preferred  Stock  representing  the shares not  converted)  to the
Holder via express  courier,  by electronic  transfer or otherwise,  within four
business  days after  receipt by the  Corporation  of the original or telecopied
notice of conversion and the Series A Preferred Stock representing the shares to
be converted  ("DELIVERY  DATE").  The Holder of the shares so  surrendered  for
conversion  shall be  entitled  to  receive  on or before  the  Delivery  Date a
certificate  or  certificates  that  shall be  expressed  to be  fully  paid and
non-assessable  for the number of shares of Common  Stock to which  such  Holder
shall be entitled  upon such  conversion  registered in the name of such Holder.
The  Corporation is obligated to deliver to the Holder  simultaneously  with the
aforedescribed  Common Stock, at the election of the Holder,  additional  Common
Stock  representing the conversion at the Conversion Price, of dividends accrued
on the Series A  Preferred  Stock being  converted.  In the case of any Series A
Preferred  Stock that is converted in part only the Holder of shares of Series A
Preferred   Stock  shall  upon  delivery  of  the  certificate  or  certificates
representing Common Stock also receive a new share certificate  representing the
unconverted  portion of the shares of Series A Preferred  Stock.  Nothing herein
shall be  construed  to give any  Holder of shares of Series A  Preferred  Stock
surrendering the same for conversion the right to receive any additional  shares
of Common Stock or other property which results from an adjustment in conversion
rights under the  provisions of paragraph  (d) or (e) of this  paragraph 5 until
Holders of Common  Stock are  entitled to receive  the shares or other  property
giving rise to the adjustment.
<PAGE>
     In the case of the exercise of the conversion rights set forth in paragraph
     5(a) the  conversion  privilege  shall be deemed to have been exercised and
     the shares of Common Stock issuable upon such conversion shall be deemed to
     have been  issued upon the date of receipt by the  Corporation  or Transfer
     Agent of the Notice of Conversion. The person or entity entitled to receive
     Common  Stock  issuable  upon  such  conversion  shall,  on the  date  such
     conversion  privilege is deemed to have been exercised and  thereafter,  be
     treated  for all  purposes as the record  Holder of such  Common  Stock and
     shall on the same date  cease to be treated  for any  purpose as the record
     Holder of such shares of Series A Preferred Stock so converted.

               Upon the conversion of any shares of Series A Preferred  Stock no
adjustment  or payment  shall be made with respect to such  converted  shares on
account of any  dividend  on the Common  Stock,  except  that the Holder of such
converted  shares shall be entitled to be paid any dividends  declared on shares
of Common Stock after conversion thereof.

               The  Corporation  shall not be required,  in connection  with any
conversion  of Series A Preferred  Stock,  and payment of  dividends on Series A
Preferred  Stock to issue a fraction of a share of its Series A Preferred  Stock
and  shall  instead  deliver a stock  certificate  representing  the next  whole
number.

               The  Corporation  and Holder may not  convert  that amount of the
Series A Preferred Stock on a Conversion Date in amounts  inconsistent  with the
limitations  set forth in the  Subscription  Agreement in  connection  with that
number of shares of Common  Stock which would be in excess of the sum of (i) the
number of shares of Common Stock  beneficially  owned by the  Subscriber and its
affiliates  on such  Conversion  Date,  and (ii) the  number of shares of Common
Stock issuable upon the conversion of the Series A Preferred  Stock with respect
to which the  determination  of this  proviso is being  made on such  Conversion
Date,  which  would  result  in  beneficial  ownership  by the  Holder  and  its
affiliates of more than 4.99% of the  outstanding  shares of Common Stock of the
Corporation.  For the  purposes  of the  proviso  to the  immediately  preceding
sentence,  beneficial  ownership  shall be determined in accordance with Section
13(d) of the Securities  Exchange Act of 1934, as amended,  and Regulation 13d-3
thereunder.  The Holder may revoke the conversion  limitation  described in this
Paragraph  upon 75 days  prior  notice  to the  Corporation  or upon an Event of
Default  hereunder.  The  Holder  may  allocate  which  of  the  equity  of  the
Corporation  deemed  beneficially  owned by the Holder  shall be included in the
4.99%  amount  described  above and which shall be allocated to the excess above
4.99%.

          (d)  The Conversion Price determined pursuant to 4(b) shall be subject
to adjustment from time to time as follows:

               (i)  In case the  Corporation  shall at any time (A)  declare any
dividend  or  distribution  on its  Common  Stock  or  other  securities  of the
Corporation  other than the Series A Preferred Stock, (B) split or subdivide the
outstanding  Common  Stock,  (C) combine  the  outstanding  Common  Stock into a
smaller number of shares, or (D) issue by  reclassification  of its Common Stock
any shares or other securities of the  Corporation,  then in each such event the
Conversion Price shall be adjusted proportionately so that the Holders of Series
A Preferred  Stock shall be entitled to receive the kind and number of shares or
other securities of the Corporation  which such Holders would have owned or have
been  entitled to receive  after the  happening  of any of the events  described
above had such shares of Series A  Preferred  Stock been  converted  immediately
prior to the happening of such event (or any record date with respect  thereto).
Such  adjustment  shall be made  whenever  any of the events  listed above shall
occur. An adjustment made to the Conversion  pursuant to this paragraph  5(d)(i)
shall  become  effective  immediately  after  the  effective  date of the  event
retroactive to the record date, if any, for the event.
<PAGE>
          (e)  (i) In case of any  merger  of the  Corporation  with or into any
other corporation (other than a merger in which the Corporation is the surviving
or  continuing  corporation  and which does not result in any  reclassification,
conversion, or change of the outstanding shares of Common Stock) then unless the
right to convert shares of Series A Preferred  Stock shall have  terminated,  as
part of such merger lawful  provision  shall be made so that Holders of Series A
Preferred Stock shall  thereafter have the right to convert each share of Series
A  Preferred  Stock  into the kind and  amount of shares of stock  and/or  other
securities or property  receivable upon such merger by a Holder of the number of
shares of Common Stock into which such shares of Series A Preferred  Stock might
have been converted  immediately  prior to such  consolidation  or merger.  Such
provision shall also provide for adjustments that shall be as nearly  equivalent
as may be practicable to the  adjustments  provided for in paragraph (d) of this
paragraph 5. The foregoing  provisions of this  paragraph  5(e) shall  similarly
apply to successive mergers.

               (ii) In case of any  sale or  conveyance  to  another  person  or
entity of the property of the Corporation as an entirety, or substantially as an
entirety,  in connection with which shares or other  securities or cash or other
property  shall  be  issuable,   distributable,   payable,  or  deliverable  for
outstanding  shares of Common  Stock,  then,  unless the right to  convert  such
shares shall have terminated, lawful provision shall be made so that the Holders
of Series A Preferred  Stock  shall  thereafter  have the right to convert  each
share of the  Series A  Preferred  Stock  into the kind and  amount of shares of
stock or other  securities  or property  that shall be issuable,  distributable,
payable,  or deliverable upon such sale or conveyance with respect to each share
of Common Stock immediately prior to such conveyance.

          (f)  Whenever the number of shares to be issued upon conversion of the
Series  A  Preferred  Stock is  required  to be  adjusted  as  provided  in this
paragraph 5, the  Corporation  shall  forthwith  compute the adjusted  number of
shares to be so issued and prepare a  certificate  setting  forth such  adjusted
conversion  amount and the facts upon which such  adjustment is based,  and such
certificate  shall  forthwith be filed with the Transfer  Agent for the Series A
Preferred  Stock and the Common Stock;  and the  Corporation  shall mail to each
Holder of record of Series A Preferred Stock notice of such adjusted  conversion
price.

          (g)  In case at any time the Corporation shall propose:

               (i)  to pay any dividend or  distribution  payable in shares upon
its Common Stock or make any  distribution  (other than cash  dividends)  to the
Holders of its Common Stock; or

               (ii) to offer for subscription to the Holders of its Common Stock
any additional shares of any class or any other rights; or

               (iii) any  capital  reorganization  or  reclassification  of  its
shares or the merger of the Corporation with another  corporation  (other than a
merger in which the  Corporation is the surviving or continuing  corporation and
which  does not  result in any  reclassification,  conversion,  or change of the
outstanding shares of Common Stock); or

               (iv) the voluntary dissolution,  liquidation or winding-up of the
Corporation;  then, and in any one or more of said cases, the Corporation  shall
cause at least fifteen (15) days prior notice of the date on which (A) the books
of the  Corporation  shall  close or a record be taken for such stock  dividend,
distribution,  or  subscription  rights,  or (B)  such  capital  reorganization,
reclassification,  merger,  dissolution,  liquidation  or winding-up  shall take
place,  as the case may be, to be mailed to the Transfer  Agent for the Series A
Preferred  Stock and for the  Common  Stock and to the  Holders of record of the
Series A Preferred Stock.
<PAGE>
          (h)  So long as any shares of Series A Preferred  Stock  shall  remain
outstanding  and the Holders thereof shall have the right to convert the same in
accordance  with  provisions of this  paragraph 5 the  Corporation  shall at all
times  reserve from the  authorized  and  unissued  shares of its Common Stock a
sufficient  number of shares to  provide  for such  conversions,  subject to the
Corporation's obligation to seek shareholder approval to increase its authorized
but unissued Common Stock as set forth in paragraph 5(a).

          (i)  The term Common Stock as used in this  paragraph 5 shall mean the
$.001 par value Common Stock of the  Corporation as such stock is constituted at
the date of issuance thereof or as it may from time to time be changed or shares
of stock of any class of other securities  and/or property into which the shares
of Series A Preferred Stock shall at any time become convertible pursuant to the
provisions of this paragraph 5.

          (j)  The  Corporation  shall pay the amount of any and all issue taxes
(but not income  taxes) which may be imposed in respect of any issue or delivery
of stock upon the conversion of any shares of Series A Preferred  Stock, but all
transfer  taxes and income taxes that may be payable in respect of any change of
ownership of Series A Preferred  Stock or any rights  represented  thereby or of
stock receivable upon conversion  thereof shall be paid by the person or persons
surrendering such stock for conversion.

          (k)  In the event a Holder shall elect to convert any shares of Series
A Preferred Stock as provided herein,  the Corporation may not refuse conversion
based on any claim that such Holder or any one  associated  or  affiliated  with
such Holder has been  engaged in any  violation  of law, or for any other reason
unless,  an injunction  from a court,  on notice,  restraining  and or enjoining
conversion of all or part of said shares of Series A Preferred  Stock shall have
been  issued and the  Corporation  posts a surety  bond for the  benefit of such
Holder in the amount of 150% of the Stated Value of the Series A Preferred Stock
and dividends sought to be converted, which is subject to the injunction,  which
bond shall remain in effect until the  completion of  arbitration/litigation  of
the  dispute  and the  proceeds  of which shall be payable to such Holder in the
event it obtains judgment.

     6.   MANDATORY  CONVERSION.  The  shares  of Series A  Preferred  Stock and
dividends may not be converted without the consent of the Holder.

     7.   VOTING RIGHTS.  The shares of Series A Preferred  Stock shall not have
voting rights.

     8.   STATUS OF CONVERTED OR REDEEMED  STOCK. In case any shares of Series A
Preferred  Stock shall be redeemed or otherwise  repurchased or reacquired,  the
shares  so  redeemed,  converted,  or  reacquired  shall  resume  the  status of
authorized  but  unissued  shares  of  Preferred  Stock  and  shall no longer be
designated as Series A Preferred Stock.


Dated: ___________ ___, 2003


                                        BESTNET COMMUNICATIONS CORP.


                                        By: ____________________________________
<PAGE>
                                    EXHIBIT A

                              NOTICE OF CONVERSION

(To Be  Executed  By the  Registered  Holder in Order to  Convert  the  Series A
Convertible Preferred Stock of BestNet Communications Corp.)

     The undersigned hereby irrevocably elects to convert  ______________ shares
of the above Series A Convertible Preferred Stock into shares of Common Stock of
BestNet  Communications  Corp. (the  "Corporation")  according to the conditions
hereof, as of the date written below.

Date of Conversion: ____________________________________________________________

Conversion Cost Per Share: $.10

Dollar Amount Paid to the Company for Conversion: ______________________________

Number of Common Shares Issuable Upon This Conversion: _________________________





Signature: _____________________________________________________________________

Print Name: ____________________________________________________________________

Address: _______________________________________________________________________

________________________________________________________________________________

Deliveries Pursuant to this Notice of Conversion Should Be Made to:

________________________________________________________________________________

________________________________________________________________________________