EXHIBIT 10.14

                                   Law Offices of
                            FIRETAG, STOSS & DOWDELL, P.C.
                          1747 East Morten Avenue, Suite 107      Of Counsel:
 JULES I. FIRETAG             Phoenix, Arizona 85020           STEPHEN T. MEADOW
 (Deceased) JOHN L. STOSS    Telephone (602) 279-9411          ROBERT M. FRISBEE
 PAUL F. DOWDELL                Fax (602) 241-1260             SUSAN L. BOSTOCK


                                 March 16, 2006




Via Federal Express

Mountainview Opportunistic Growth Fund, L.P.
Attention: Andrew Ecclestone
69 Lord Seaton Road
North York, Ontario Canada M2P 1K6

         Re:      Bestnet Communications Corp.
                  Promissory Note and Warrant

Dear Mr. Ecclestone:

          As counsel to Bestnet Communications Corp. (the "Company") and
pursuant to the Unit Purchase Agreement between the Company and Mountainview
Opportunistic Growth Fund, L.P. (a copy of which is enclosed), enclosed herewith
is the Company's originally executed Convertible Subordinated Promissory Note in
the principal amount of US $350,000 and a Warrant to Purchase 200,000 Shares of
the Company's Common Stock.

          If you have any questions or need additional information, please
contact me.


                                            Very truly yours,

                                            FIRETAG, STOSS & DOWDELL, P.C.


                                            /s/  JOHN L. STOSS
                                            -----------------------------------
                                                 JOHN L. STOSS



 JLS
 Enclosures
 cc:      Michael Kramarz (w/encl.)

<PAGE>


BestNet Promissory Note


          NEITHER THIS CONVERTIBLE SUBORDINATED PROMISSORY NOTE NOR
          THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION HEREOF
          HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
          AMENDED (THE "ACT"), OR ANY STATE OR PROVINCIAL SECURITIES
          LAWS, AND MAY NOT BE OFFERED, SOLD, ASSIGNED, TRANSFERRED,
          PLEDGED, OR OTHERWISE DISPOSED OF UNLESS REGISTERED PURSUANT
          TO THE PROVISIONS OF SUCH ACT AND BLUE SKY LAWS OR AN
          EXEMPTION THEREFROM IS AVAILABLE AS ESTABLISHED BY A WRITTEN
          OPINION OF COUNSEL ACCEPTABLE TO MAKER.

                          BESTNET COMMUNICATIONS CORP.

                    CONVERTIBLE SUBORDINATED PROMISSORY NOTE

$350,000                                                        Phoenix, Arizona
                                                                March 13, 2006



FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which is hereby
acknowledged, the undersigned, BestNet Communications Corp. a Nevada corporation
(the "Maker"), promises to pay in lawful currency of the United States of
America ("Currency") to Mountainview Opportunistic Growth Fund, L.P., an Ontario
limited partnership (the "Payee"), fourteen (14) months from date, the principal
sum of $350,000, plus interest on the unpaid principal balance at the rate of 8%
per annum from the date hereof until paid in full.

At any time prior to maturity, Payee shall have the option to convert all or
part of the unpaid principal balance of this Promissory Note into that number of
Shares of the Common Stock, $.001 par value of the Maker (the "Option") as shall
be equal to the unpaid principal balance of the Promissory Note divided by $1.00
and any fractional Shares to be paid in Currency. To exercise the Option, Payee
shall surrender this Promissory Note to the Maker, accompanied by written notice
of Payee's intention to exercise the Option, which notice shall set forth the
principal amount of this Promissory Note and such portion of the unpaid
principal balance of the Promissory Note, if not the entire unpaid principal
balance, to be converted into the Shares (the "Notice of Conversion"). Maker
shall, within thirty (30) business days of Maker's receipt of the Notice of
Conversion and Payee's surrender of this Promissory Note, deliver the Shares or
cause them to be delivered, to the Payee, registered in the name of the Payee.
Interest shall cease to accrue under this Promissory Note upon Maker's receipt
of such Notice of Conversion.

When delivered, all Shares, including Shares issued and delivered in payment of
interest due and payable hereunder, shall be duly authorized, validly issued,
fully paid, and nonassessable. Maker shall take all action necessary to maintain
the required authority to issue the Shares to Payee in payment of interest due
and payable hereunder or in the event Payee exercises the Option.

     Prepayment of the principal of this Promissory Note is permitted, in whole
or in part, without premium or penalty of any kind; provided Maker provides
Payee with ten (10) business days' prior written notice of its intention to

<PAGE>


BestNet Promissory Note


prepay the principal of this Promissory Note, in whole or in part, during which
time Payee may exercise the Option by delivering to the Maker Payee's Notice of
Conversion within ten (10) business days following Payee's receipt of such
notice from the Maker. All partial prepayments shall first be applied against
interest and then against principal.

This Promissory Note is given in consideration of a loan by Payee to Maker in
the principal amount of this Promissory Note. This Promissory Note may not be
changed orally, but only by an agreement in writing signed by the parties
against whom enforcement of any waiver, change, modification, or discharge is
sought.

The Maker promises to pay on demand all costs of collection, including
reasonable attorneys' fees and court costs, paid or incurred by Payee to enforce
this Promissory Note upon an Event of Default (as defined below) hereunder.

The occurrence of any of the following shall constitute an "Event of Default"
under this Promissory Note:

     a. The failure of Maker to make any payment of principal in
     Currency when due under this Promissory Note (time is of the
     essence), unless such failure is the result of payments of
     principal in Currency required to be made with respect to any
     Senior Debt (as defined below) of the Maker; and

     b. The institution of proceedings by or against the Maker under
     any state insolvency laws, federal bankruptcy law, or similar
     debtor relief laws then in effect.

Upon an Event of Default that has not been cured within ten (10) business days
from the date of written notice by Payee, Payee may, at Payee's option and
without notice, declare all principal and interest due under this Promissory
Note to be due and payable immediately. Payee may waive any default before or
after it occurs and may restore this Promissory Note in full effect without
impairing the right to declare it due for a subsequent default. Payment of the
principal of this Promissory Note in Currency is subordinated in right of
payment, to the prior payment of all Senior Debt of the Maker then currently due
and payable. "Senior Debt" means all liabilities, contingent or otherwise, of
the Maker (i) for borrowed money (but only if the recourse of the lender is
secured by any assets of the Maker) and (ii) with respect to letters of credit,
bankers acceptances, or similar instruments issued or accepted by banks
("Indebtedness") incurred by the Maker prior to or after the date of this
Promissory Note and any replacement, renewal, refinancing, and extension
(whether direct or indirect) thereof; provided, however, that notwithstanding
anything to the contrary in this Promissory Note, Senior Debt does not include
(i) any Indebtedness of the Maker that by its terms or the terms of the
instrument creating or evidencing it expressly provides that such Indebtedness
is subordinate in right of payment to, or pari passu in right of payment with,
this Promissory Note and (ii) any Indebtedness that ranks subordinate in right
of payment to any other Indebtedness of the Maker; provided, that the limitation
set forth in this clause (ii) shall not apply to distinctions between categories
of Senior Debt that exist by reason of any liens arising or created in respect
of some but not all Senior Debt.

THE PAYEE, BY ACCEPTING THIS PROMISSORY NOTE, AGREES TO SUCH SUBORDINATION.

                                       3

<PAGE>


IN WITNESS WHEREOF, the Maker has caused this Promissory Note to be executed in
its corporate name by the signature of its duly authorized officer.

BestNet Communications Corp.

By:  /s/  Stanley L. Schloz
   -------------------------------
          Stanley L. Schloz

                                       4

<PAGE>



     NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON
     THE EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT
     OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE OR PROVINCIAL
     SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, ASSIGNED,
     TRANSFERRED, PLEDGED, OR OTHERWISE DISPOSED OF UNLESS REGISTERED
     PURSUANT TO THE PROVISIONS OF SUCH ACT AND BLUE SKY LAWS OR AN
     EXEMPTION THEREFROM IS AVAILABLE AS ESTABLISHED BY A WRITTEN
     OPINION OF COUNSEL ACCEPTABLE TO MAKER.

                       WARRANT TO PURCHASE COMMON STOCK OF

                          BESTNET COMMUNICATIONS CORP.

This certifies that Mountainview Opportunistic Growth Fund, L.P., an Ontario
limited partnership ("Holder"), is entitled, subject to the terms set forth
below, to purchase from BestNet Communications Corp., a Nevada corporation, (the
"Company"), up to 200,000 shares of the Common Stock, $.001 par value, of the
Company (the "Common Stock"), as constituted on the date hereof, upon surrender
hereof at the principal office of the Company referred to below, with the
subscription form attached hereto duly executed, and simultaneous payment
therefor in lawful money of the United States or otherwise as hereinafter
provided at the Exercise Price as set forth in Section 2 below. The number,
character and Exercise Price of such shares of Common Stock are subject to
adjustment as provided below. The term "Warrant" as used herein shall include
this Warrant and any warrants delivered in substitution or exchange therefor as
provided herein.

1. Term of Warrant. Subject to the terms and conditions set forth herein, this
Warrant shall be exercisable, in whole or in part, during the term commencing on
the date hereof and ending at on the second anniversary date hereof and shall be
void thereafter.

2. Exercise Price. The exercise price at which this Warrant may be exercised
shall be $0.35 per share of Common Stock, as adjusted from time to time pursuant
to Section 8 hereof (the "Exercise Price").

3. Exercise of Warrant.

3.1. Method of Exercise. The purchase rights represented by this Warrant are
exercisable by the Holder in whole or in part, but not for less than 10,000
shares of Common Stock at a time (or such lesser number of shares which may then
constitute the maximum number purchasable), at any time, or from time to time,
during the term hereof as described in Section 1 above, by the surrender of this
Warrant and the Notice of Exercise annexed hereto duly completed and executed on
behalf of the Holder at the office of the Company (or such other office or
agency of the Company as it may designate by notice in writing to the Holder at
the address of the Holder appearing on the books of the Company), upon payment
of the purchase price of the shares of Common Stock to be purchased (i) in cash
or by check acceptable to the Company, (ii) by cancellation by the Holder of
indebtedness of the Company to the Holder, or (iii) by a combination of (i) and
(ii). No fractional shares or scrip representing fractional shares shall be
issued upon the exercise of this Warrant. In lieu of any fractional share to
which the Holder would otherwise be entitled, the Company shall make a cash
payment in United States currency equal to the Exercise Price multiplied by such
fraction.

     3.2. Issuance of Stock Certificates. This Warrant shall be deemed to have
     been exercised immediately prior to the close of business on the date of
     its surrender for

exercise as provided above, and the person entitled to receive the shares of
Common Stock issuable upon such exercise shall be treated for all purposes as
the Holder of record of such shares as of the close of business on such date. As

<PAGE>


promptly as practicable on or after such date and in any event within thirty
(30) days thereafter, the Company at its expense shall issue and deliver to the
person or persons entitled to receive the same a certificate or certificates for
the number of shares issuable upon such exercise. In the event that this Warrant
is exercised in part, the Company at its expense will execute and deliver a new
Warrant of like tenor exercisable for the number of remaining shares of Common
Stock for which this Warrant may then be exercised.

4. Rights of Stockholders. This Warrant shall not entitle its Holder to any of
the rights of a stockholder of the Company until, and except to the extent that,
this Warrant is exercised.

5. Replacement of Warrant. One receipt of evidence reasonably satisfactory to
the Company of the loss, theft, destruction or mutilation of this Warrant and,
in the case of loss, theft or destruction, on delivery of an indemnity agreement
or indemnity bond reasonably satisfactory in form and substance to the Company
or, in the case of mutilation, on surrender and cancellation of this Warrant,
the Company at its expense shall execute and deliver, at the Holder's expense,
in lieu of this Warrant, a new warrant of like tenor and amount.

6. Transfer of Warrant.

6.1. Transferability and Negotiability of Warrant. This Warrant may not be
transferred or assigned in whole or in part except in compliance with cognizant
securities laws.6.2. Warrant Register. The Company will maintain a register (the
"Warrant Register")

containing the names and addresses of the Holder or Holders. Any Holder of this
Warrant or any portion thereof may change its address as shown on the Warrant
Register by written notice to the Company requesting such change. Any notice or
written communication required or permitted to be given to the Holder may be
delivered or given by mail to such Holder as shown on the Warrant Register and
at the address shown on the Warrant Register. Until this Warrant is transferred
on the Warrant Register of the Company, the Company may treat the Holder as
shown on the Warrant Register as the absolute owner of this Warrant for all
purposes, notwithstanding any notice to the Company.

6.3. Warrant Agent. The Company may, by written notice to the Holder, appoint an
agent for the purpose of maintaining the Warrant Register, issuing the Common
Stock or other securities then issuable upon the exercise of this Warrant,
exchanging this Warrant, replacing this Warrant, or any or all of the foregoing.
Thereafter, any such registration, issuance, exchange, or replacement, as the
case may be, shall be made at the office of such agent.

6.4. Compliance with Securities Laws.

(a) The Holder of this Warrant, by acceptance hereof, acknowledges that this
Warrant and the shares of Common Stock to be issued upon exercise hereof or
conversion thereof are being acquired solely for the Holder's own account and
not as a nominee for any other party, and not with a view to any distribution
thereof by the Holder, and that the Holder will not offer, sell or otherwise
dispose of this Warrant or any shares of Common Stock to be issued upon exercise
hereof or conversion thereof except pursuant to an effective registration
statement, or an exemption therefrom, under the Act and any applicable state
securities laws. Upon exercise of this Warrant, the Holder shall, if requested
by the

Company, confirm in writing, in a form satisfactory to the Company, that the
shares of Common Stock or Common Stock so purchased are being acquired solely
for the Holder's own account and not as a nominee for any other party and not
with a view toward distribution.

(b) This Warrant and all shares of Common Stock issued upon exercise hereof or
conversion thereof shall be stamped or imprinted with a legend in substantially
the following form (in addition to any legend required by state securities
laws):

     "The securities represented by this certificate have not been
     registered under the Securities Act of 1933 or under the laws of
     any state or province. The Securities may not be sold or offered
     for sale, in whole or in part, in the absence of an effective
     registration statement covering them under said Act and
     applicable state or provincial laws unless in the opinion of
     counsel for the holder exemptions from such registration are
     available, which opinion shall be subject to the approval of the
     Company and its counsel."

7. Reservation of Stock. The Company covenants that during the term this Warrant
is exercisable, the Company will reserve from its authorized and unissued Common
Stock a sufficient number of shares of Common Stock to provide for the issuance
of Common Stock upon the exercise of this Warrant and, from time to time, will
take all steps to amend its Articles of Incorporation to provide sufficient
reserves of shares of Common Stock issuable upon exercise of the Warrant. The
Company further covenants that all shares that may be issued upon exercise of
the rights represented by this Warrant and payment of the Exercise Price, all as
set forth herein, will be duly authorized, validly issued, fully paid and
non-assessable and will be free from all taxes, liens and charges in respect of
the issue thereof (other than taxes in respect of any transfer occurring
contemporaneously or otherwise specified herein). The Company agrees that its
issuance of this Warrant shall constitute full authority to its officers who are
charged with the duty of executing stock certificates to execute and issue the
necessary certificates for shares of Common Stock upon the exercise of this
Warrant.

8. Adjustments. The Exercise Price and the number of shares of Common Stock
purchasable hereunder are subject to adjustment from time to time as follows:

8.1. Merger, Sale of Assets, etc. If at any time while this Warrant, or any
portion thereof, is outstanding and unexpired there shall be (i) a
reorganization (other than a combination, reclassification, exchange or
subdivision of shares otherwise provided for herein), (ii) a merger or
consolidation of the Company with or into another corporation in which the
Company is not the surviving entity, or a reverse triangular merger in which the
Company is the surviving entity but the shares of the Company's capital stock
outstanding immediately prior to the merger are converted by virtue of the
merger into other property, whether in the form of securities, cash, or
otherwise, or (iii) a sale or transfer of the Company's properties and assets
as, or substantially as, an entirety to any other person, then, as a part of
such reorganization, merger, consolidation, sale or transfer, lawful provision
shall be made so that the Holder of this Warrant shall thereafter be entitled to
receive upon exercise of this Warrant, during the period specified herein and
upon payment of the Exercise Price then in effect, the number of shares of stock
or other securities or property of the successor corporation resulting from such
reorganization, merger, consolidation, sale or transfer that a Holder of the
shares deliverable upon exercise of this Warrant would have been entitled to
receive in such reorganization, consolidation, merger, sale or transfer if this
Warrant had been exercised immediately

before such reorganization, merger, consolidation, sale or transfer, all subject
to further adjustment as provided in this Section 8. The foregoing provisions of
this Section 8.1 shall similarly apply to successive reorganizations,
consolidations, mergers, sales and transfers and to the stock or securities of
any other corporation that are at the time receivable upon the exercise of this

<PAGE>


Warrant. If the per share consideration payable to the Holder hereof for shares
connection with any such transfer is in a form other than cash or marketable
securities, then the value of such consideration shall be determined in good
faith by the Company's Board of Directors. In all events, appropriate adjustment
(as determined in good faith by the Company's Board of Directors) shall be made
in the application of the provisions of this Warrant with respect to the rights
and interests of the Holder after the transaction, to the end that the
provisions of this Warrant shall be applicable after that event, as near as
reasonably may be, in relation to any shares or other property deliverable after
that event upon exercise of this Warrant.

 8.2. Reclassification, etc. If the Company, at any time while this Warrant, or
 any portion thereof, remains outstanding and unexpired by reclassification of
 securities or otherwise, shall change any of the securities as to which
 purchase rights under this Warrant exist into the same or a different number of
 securities of any other class or classes, this Warrant shall thereafter
 represent the right to acquire such number and kind of securities as would have
 been issuable as the result of such change with respect to the securities that
 were subject to the purchase rights under this Warrant immediately prior to
 such reclassification or other change and the Exercise Price therefore shall be
 appropriately adjusted, all subject to further adjustment as provided in this
 Section 8.

8.3. Split, Subdivision or Combination of Shares. If the Company at any time
while this Warrant, or any portion thereof, remains outstanding and unexpired
shall split, subdivide or combine the securities as to which purchase rights
under this Warrant exist into a different number of securities of the same
class, the Exercise Price for such securities shall be proportionately decreased
in the case of a split or subdivision or proportionately increased in the case
of a combination.

8.4. Adjustments for Dividends in Stock or Other Securities or Property. If
while this Warrant, or any portion hereof, remains outstanding and unexpired the
holders of the securities as to which purchase rights under this Warrant exist
at the time shall have received, or, on or after the record date fixed for the
determination of eligible Stockholders, shall have become entitled to receive,
without payment there for, other or additional stock or other securities or
property (other than cash) of the Company by way of dividend, then and in each
case, this Warrant shall represent the right to acquire, in addition to the
number of shares of the security available upon exercise of this Warrant, and
without payment of any additional consideration there for, the amount of such
other or additional stock or other securities or Property (other than cash) of
the Company that such Holder would have held on the date of such exercise had it
been the Holder of record of the security receivable upon exercise of this
Warrant on the date hereof and had thereafter, during the period from the date
hereof to and including the date of such exercise, retained such shares and/or
all other additional stock available by it as aforesaid during such period,
giving effect to all adjustments called for during such period by the provisions
of this Section 8.

8.5. Certificate as to Adjustments. Upon the occurrence of each adjustment or
readjustment pursuant to this Section 8, the Company at its expense shall
promptly compute such adjustment or readjustment in accordance with the terms
hereof and furnish to the Holder of this Warrant a certificate setting forth
such adjustment or readjustment and showing in detail the facts upon which such
adjustment or readjustment is based.

The Company shall, upon the written request, at any time, of any such Holder,
furnish or cause to be furnished to the Holder a like certificate setting forth:
(i) such adjustments and readjustments; (ii) the Exercise Price at the time in
effect; and (iii) the number of shares and the amount, if any, of other property
that at the time would be received upon the exercise of this Warrant.

<PAGE>



8.6. No Impairment. The Company will not, by any voluntary action, avoid or seek
to avoid the observance or performance of any of the terms to be observed or
performed hereunder by the Company, but will at all times in good faith assist
in the carrying out of all the provisions of this Section 8 and in the taking of
all such action as may be necessary or appropriate in order to protect the
rights of the Holders of this Warrant against impairment.

9. Notices.

9.1. Notice Generally. Any notice, demand, request, consent, approval,
declaration, delivery or communication hereunder to be made pursuant to the
provisions of this Agreement shall be sufficiently given or made if in writing
and shall be deemed to have been validly served, given or delivered (i) three
(3) days after deposit in the United States mail, with proper postage prepaid,
(ii) when sent after receipt of confirmation or answerback if sent by telex or
telecopy or other similar facsimile transmission, (iii) one (1) business day
after deposit with a reputable overnight courier with all charges prepaid or
(iv) when delivered, if hand-delivered by messenger, all of which shall be
properly addressed to the party to be notified and sent to the address or number
indicated as follows:

     (a) If to the Holder, at its last known address appearing on the
     books of the Company maintained for such purpose.
     (b) If to the Company at: 2850 Thornhills Ave SE, Ste 104 Grand
     Rapids, Michigan 49546, with a copy to Stephen T. Meadow, Esq.,
     c/o Firetag, Stoss & Dowell, P.C., at 1747 East Morten Avenue,
     Suite 107, Phoenix, AZ 85020,

or at such other address as may be substituted by notice given as herein
provided. The giving of any notice required hereunder may be waived in writing
by the party entitled to receive such notice.

9.2. Stock Distributions, Mergers, etc. In case:

(a) the Company shall take a record of the holders of its Common Stock
(or other stock or securities at the time receivable upon the exercise
of this Warrant) for the purpose of entitling them to receive any
dividend or other distribution, or any right to subscribe for company
shares of stock of any class or any other securities, or to receive
any other right, or

(b) of any capital reorganization of the Company, any reclassification
of the capital stock of the Company, and consolidation or merger of
the Company with or into another corporation, or any conveyance of all
or substantially all of the assets of the Company to another
corporation, or

(c) of any voluntary dissolution, liquidation or winding-up of
the Company, then, and in each such case, the Company will mail or cause to be
mailed to the Holder a notice specifying, as the case may be, (A) the date on
which a record is to be taken for the purpose of such dividend, distribution or
right, and stating the amount and character of such dividend, distribution or
right, or (B) the date on

 which such reorganization, reclassification, consolidation, merger, conveyance,
 dissolution, liquidation or winding-up is to take place, and the time, if any
 is to be fixed, as of which the holders of record of Common Stock (or such
 stock or securities at the time receivable upon the exercise of this Warrant)
 shall be entitled to exchange their of Common Stock (or such other stock or
 securities) for securities or other property deliverable upon such

<PAGE>


 reorganization, reclassification, consolidation, merger, conveyance,
 dissolution, liquidation or winding-up. Such notice shall be mailed at least 15
 days prior to the date therein specified.

10. Amendments. This Warrant and any term hereof may be changed, waived,
discharged or terminated only by an instrument in writing signed by the party
against which enforcement of such change, waiver, discharge or termination is
sought. No waivers of, or exceptions to, any term, condition or provision of
this Warrant, 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.

11. Registration Rights.

The Company covenants and agrees as follows:

11.1 Definitions. For purposes of this  Section 11,

     (a) The term "Holder" means any person owning or having the right
     to acquire Registrable Securities (pursuant to the exercise of
     the Options).

     (b)The term "1934 Act" shall mean the Securities Exchange Act of
     1934, as amended.

     (c)The terms "register," "registered" and "registration" refer to
     a registration effected by preparing and filing a registration
     statement or similar document in compliance with the 1933 Act,
     and such registration statement or document becoming effective:

     (d) The term "Registrable Securities" means (i) the securities
     issued or issuable upon the exercise of this Warrant and (ii) any
     Common Stock issued as (or issuable upon the conversion or
     exercise of any Option, right or other security which is issued
     as) a dividend or other distribution with respect to, or in
     exchange for or in replacement of securities referenced in (i)
     above, but excluding in all cases, however, any Registrable
     Securities sold by a person in a transaction in which his rights
     under this Section 11 of the Agreement are not assigned.

     (e)The number of shares of "Registrable Securities then
     outstanding" shall be determined by the number of shares of
     Common Stock outstanding which have been, and the number of
     shares of Common Stock issuable, pursuant to this Warrant.

     (f)The term "SEC" means the United States Securities and Exchange
     Commission.

     (g) All other capitalized terms used in this Section 11 which are
     not defined herein shall have the meaning otherwise given in this
     Agreement.

11.2 Request for Registration.

If the Company shall receive from the Holder at any time not earlier than six
(6) months after the date of this Warrant or later than the earlier of (i) one
year after the date of this Agreement or (ii) the effective date of the first
registration statement filed by the Company covering an offering of any of its
securities to the general public, a written request specifying that it is made
pursuant to this Section 11.2 that the Company effect any registration with
respect to all, but not less than all, of the Registrable Securities, the
Company will:

<PAGE>


     (a) (i) promptly give written notice of the proposed registration
     to all other Holders; and

     (ii) as soon as practicable, use its diligent efforts to effect
     such registration (including, without limitation, filing
     post-effective amendments, appropriate qualifications under
     applicable blue sky or other state securities laws and
     appropriate compliance with the Securities Act) as would permit
     or facilitate the sale and are specified in such request,
     together with all or such portion of the Registrable Securities
     of any Holder or Holders joining in such request as are specified
     in a written request received by the Company within twenty (20)
     days after such written notice from the Company is effective.

     The Company shall not be obligated to effect, or to take any
     action to effect, any such registration pursuant to this Section
     11.2:

     (A) In any particular jurisdiction in which the Company would be
     required to execute a general consent to service of process in
     effecting such registration, qualification or compliance, unless
     the Company is already subject to service in such jurisdiction
     and except as may be required by the Securities Act;

     (B) During the period starting with the date sixty (60) days
     prior to the Company's good faith estimate of the date of filing
     of, and ending on a date one hundred eighty (180) days after the
     effective date of, a registration pursuant to Section 11.3
     hereof; provided that the Company is actively employing in good
     faith all reasonable efforts to cause such registration statement
     to become effective;

     (C) If the Initiating Holders propose to dispose of shares of
     Registrable Securities that may be immediately registered on Form
     S-3 pursuant to a request made under Section 11.3 hereof.

     (b) Subject to the foregoing clauses (A) through (C), the Company
     shall file a registration statement covering the Registrable
     Securities so requested to be registered as soon as practicable
     after receipt of the request or requests of the Initiating
     Holders; provided, however, that if (i) in the good faith
     judgment of the Board of Directors of the Company, such
     registration would be seriously detrimental to the Company and
     the Board of Directors of the Company concludes, as a result,
     that it is essential to defer the filing of such registration
     statement at such time, and (ii) the Company shall furnish to
     such Holders a certificate signed by the president of the Company
     stating that in the good faith judgment of the Board of Directors
     of the Company, it would be seriously detrimental to the Company
     for such registration statement to be filed in the near future
     and that it is, therefore, essential to defer the filing of such
     registration statement, then the Company shall have the right to
     defer such filing for the period during which such disclosure

<PAGE>

     would be seriously detrimental, provided, that the Company may
     not defer the filing for a period of more than one hundred eighty
     (180) days after receipt of the request of the Holder, and,
     provided further, that (except as provided in clause (c) above)
     the Company shall not defer its obligation in this manner more
     than once in any twelve-month period.

     The registration statement filed pursuant to the request of the
     Initiating Holders may, subject to the provisions of Section
     11.2(b) hereof, include other securities of the Company and may
     include securities of the Company being sold for the account of
     the Company.

     (c) Underwriting. If the Initiating Holders intend to distribute
     the Registrable Securities covered by their request by means of
     an underwriting, they shall so advise the Company as a part of
     their request made pursuant to Section 11.2 and the Company shall
     include such information in the written notice referred to in
     Section 11.2(a)(i) above. The right of any Holder to registration
     pursuant to Section 11.2 shall be conditioned upon such Holder's
     participation in such underwriting and the inclusion of such
     Holder's Registrable Securities in the underwriting (unless
     otherwise mutually agreed by a majority in interest of the
     Initiating Holders and such Holder with respect to such
     participation and inclusion) to the extent provided herein. A
     Holder may elect to include in such underwriting not less than
     all of the Registrable Securities he holds.

     (d) Procedures. If the Company shall request inclusion in any
     registration pursuant to Section 11.2 of securities being sold
     for its own account, or if other persons shall request inclusion
     in any registration pursuant to Section 11.2, the Initiating
     Holders shall, on behalf of all Holders, offer to include such
     securities in the underwriting and may condition such offer on
     their acceptance of the further applicable provisions of this
     Section 1 (including Section 11.12). The Company shall (together
     with all Holders, and other persons proposing to distribute their
     securities through such underwriting) enter into an underwriting
     agreement in customary form with the representative of the
     underwriter or underwriters selected for such underwriting by a
     majority in interest of the Initiating Holders, which
     underwriters) are reasonably acceptable to the Company.
     Notwithstanding any other provision of this Section 11.2, if the
     representative of the underwriters advises the Initiating Holders
     in writing that marketing factors require a limitation on the
     number of shares to be underwritten, the number of shares to be
     included in the underwriting or registration shall be allocated
     as set forth in Section 11 hereof. If the person who has
     requested inclusion in such registration as provided above does
     not agree to the terms of any such underwriting, such person
     shall be excluded therefrom by written notice from the Company,
     the underwriter or the Initiating Holders. The securities so
     excluded shall also be withdrawn from registration. Any
     Registrable Securities or other securities excluded shall also be
     withdrawn from such registration. If shares are so withdrawn from
     the registration and if the number of shares to be included in
     such registration was previously reduced as a result of marketing
     factors pursuant to this Section 11.2(d), then the Company shall
     offer to all holders who have retained rights to include
v
<PAGE>

     securities in the registration the right to include additional
     securities in the registration in an aggregate amount equal to
     the number of shares withdrawn, with such shares to be allocated
     among such Holders requesting additional inclusion in accordance
     with Section 11.7.

11.3 Company Registration. If at any time commencing upon the issuance of
securities pursuant to the aforesaid Agreement (but without any obligation to do
so) the Company proposes to register (including for this purpose a registration
effected by the Company for shareholders other than the Holders) any of its
stock or other securities under the 1933 Act in connection with the public
offering of such securities solely for cash (other than a registration of
securities to be offered by employees pursuant on employee benefit plan on Form
S-8, or a registration in connection with an exchange offer or any acquisition
or a registration on any form which does not include substantially the same
information as would be required to be included in a registration statement
covering the sale of the Registrable Securities), the Company shall, each such
time, give each Holder written notice of such proposed registration at least
thirty (30) days prior to filing the registration statement respecting such
proposed registration. Upon the written request of any Holder given within
twenty (20) days after mailing of such notice by the Company in accordance with
Section 11.9, the Company shall cause to be registered under the 1933 Act all of
the Registrable Securities that each such Holder has requested to be registered,
subject to all of the other provisions of Section 11.

11.4 Obligations of the Company. Whenever required under this Section 11 to
effect the registration of any Registrable Securities, the Company shall use its
best efforts to, as expeditiously as reasonably possible:

     (a) Prepare and file with the SEC a registration statement with
     respect to such Registrable Securities and use its best efforts
     to cause such registration statement to become effective, and,
     keep such registration statement current and effective for a
     period of up to the earlier of two hundred seventy (270) calendar
     days or until the distribution contemplated in the Registration
     Statement has been completed; provided, however, that such period
     shall be extended for a period of time equal to the period a
     Holder refrains from selling any securities included in such
     registration at the request of an underwriter of Common Stock (or
     other securities) of the Company.

     (b) Prepare and file with the SEC such amendments and supplements
     to such registration statement and the prospectus used in
     connection with such registration statement as may be necessary
     to comply with the provisions of the 1933 Act with respect to the
     disposition of all securities covered by such registration
     statement.

     (c) Furnish to the Holders such numbers of copies of a
     prospectus, including a preliminary prospectus, in conformity
     with the requirements of the 1933 Act, and such other documents
     as they may reasonably request in order to facilitate the
     disposition of Registrable Securities owned by them.

     (d) Register and qualify the securities covered by such
     registration statement under such other securities or blue sky
     laws of such jurisdictions as shall be reasonably requested by
     the Holders; provided that in no event shall the Company be
     required to qualify to do business in any state or to take any
     action which would subject it to general or unlimited service of
     process in any state where it is not now so subject.

<PAGE>


     (e) In the event of any underwritten public offering, enter into
     and perform its obligations under an underwriting agreement with
     terms generally satisfactory to the managing underwriter of such
     offering. Each Holder participating in such underwriting shall
     also enter into and perform its obligations under such an
     agreement.

     (f) Notify each Holder of Registrable Securities covered by such
     registration statement at any time when a prospectus relating
     thereto is required to be delivered under the Act of the
     happening of any event as a result of which the prospectus
     included in such registration statement, as then in effect,
     includes an untrue statement of a material fact or omits to state
     a material fact required to be stated therein or necessary to
     make the statements therein not misleading in the light of the
     circumstances then existing.

     (g) Cause all such Registrable Securities registered pursuant
     hereunder to be listed on each securities exchange on which
     similar securities issued by the Company are then listed.

     (h) Provide a transfer agent and registrar for all Registrable
     Securities registered pursuant hereunder and a CUSIP number for
     all such Registrable Securities, in each case not later than the
     effective date of such registration.

     (i) Furnish, at the request of any Holder requesting registration
     of Registrable Securities pursuant to this Section 11, on the
     date that such Registrable Securities are delivered to the
     underwriters for sale in connection with a registration pursuant
     to this Section 11 if such securities are being sold through
     underwriters, or, if such securities are not being sold through
     underwriters, on the date that the registration statement with
     respect to such securities becomes effective, (i) an opinion,
     dated such date, of the counsel representing the Company for the
     purposes of such registration, in form and substance as is
     customarily given to underwriters in an underwritten public
     offering, addressed to the underwriters, if any, and to the
     Holders requesting registration of Registrable Securities and
     (ii) a letter dated such date, from the independent certified
     public accountants of the Company, in form and substance as is
     customarily given by independent certified public accountants to
     underwriters in an underwritten public offering, addressed to the
     underwriters, if any, and to the Holders requesting registration
     of Registrable Securities.

11.5 Furnish Information. It shall be a condition precedent to the obligations
of the Company to take any action pursuant to this Section 11, that the selling
Holders shall furnish to the Company such information regarding themselves, the
Registrable Securities held by them, and the intended method of disposition of
such securities as shall be required to effect the registration of their
Registrable Securities.

11.6 Expenses of Registration. All expenses incurred in connection with any
registration, filing or qualification pursuant to this Section 11 including
without limitation, all registration, filing and qualification fees, printers'
and accounting fees, and fees and disbursements of counsel for the Company, and
the reasonable fees and disbursements of one counsel for the selling Holders
(including those not Holders of this Warrant), but excluding underwriter's
commissions and fees and any fees of others employed by a selling Holder other
than the one counsel for the selling Holders referenced above, shall be borne by
the Company.

11.7 Underwriting Requirements. In connection with any offering involving an
underwriting of securities being issued by the Company, the Company shall not be
required under this Section 11 to include any of the Holders' securities in such

<PAGE>

underwriting unless they accept the terms of the underwriting as agreed upon
between the Company and the underwriters selected by it, and then only in such
quantity, if any, as will not, in the opinion of the underwriters, jeopardize or
in any way reduce the success of the offering by the Company. If the total
amount of securities, including Registrable Securities, requested by
shareholders to be included in such offering exceeds the amount of securities
sold other than by the Company that the underwriters determine in their sole
discretion is compatible with the success of the offering, then the Company
shall be required to include in the offering only that number of such
securities, including Registrable Securities, which the underwriters determine
in their sole discretion will not jeopardize the success of the offering (the
securities so included to be apportioned pro rata among the selling shareholders
according to the total amount of securities entitled to be included therein
owned by each selling Shareholder or in such other proportions as shall mutually
be agreed to by such selling shareholders) but in no event shall the amount of
securities of the selling Holders included in the offering be reduced below
twenty percent (20%) of the total amount of securities included in such
offering, unless such offering is the initial public offering of the Company's
securities in which case the selling shareholders may be excluded if the
underwriters make the determination described above and no other shareholder's
securities are included. For purposes of the preceding parenthetical concerning
apportionment, for any selling shareholder which is a holder of Registrable
Securities and which is a partnership or corporation, the partners, retired
partners and shareholders of such holder, 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 "selling shareholder", and
any pro rata reduction with respect to such "selling shareholder" shall be based
upon the aggregate amount of shares carrying registration rights owned by all
entities and individuals included in such "selling shareholder", as defined in
this sentence.

11.8 Indemnification. In the event any Registrable Securities are included in a
registration statement under this Section 11:

     (a) To the extent permitted by law, the Company will indemnify
     and hold harmless each Holder, the officers and directors of each
     Holder, any underwriter (as defined in the 1934 Act) for such
     Holder and each person, if any, who controls such Holder or
     underwriter within the meaning of the 1933 Act or the 1934 Act
     against any losses, claims, damages, or liabilities (joint or
     several) to which they may become subject under the 1933 Act, the
     1934 Act or any state securities law or regulation, insofar as
     such losses, claims, damages, or liabilities (or actions in
     respect thereof) arise out of or are based upon any of the
     following statements, omissions or violations (collectively a
     "Violation"): (i) any untrue statement or alleged untrue
     statement of a material fact contained in such registration
     statement, including any preliminary prospectus or final
     prospectus contained therein or any amendments or supplements
     thereto, (ii) the omission or alleged omission to state therein a
     material fact required to be stated therein, or necessary to make
     the statements therein not misleading, or (iii) any violation or
     alleged violation by the Company of the 1933 Act, the 1934 Act,
     any state securities law or any rule or regulation promulgated
     under the 1933 Act, the 1934 Act or any state securities law; and
     the Company will reimburse each such Holder, officer or director,
     underwriter or controlling person for any legal or other expenses
     reasonably incurred by them in a connection with investigating or
     defending any such loss, claim, damage, liability, or action;
     provided, however, that the indemnity agreement contained in this

<PAGE>


     Section 11 (a) shall not apply to amounts paid in settlement of
     any such loss, claim, damage, liability, or action if such
     settlement is effected without the consent of the Company (which
     consent shall not be unreasonably withheld), nor shall the
     Company be liable in any such case for any such loss, claim,
     damage, liability, or action to the extent that it arises out of
     or is based upon a Violation which occurs in reliance upon and in
     conformity with written information furnished expressly for use
     in connection with such registration by any such Holder,
     underwriter or controlling person or his or their representative
     or agent.

          (b) To the extent permitted by law, each selling Holder will
     indemnify and hold harmless the Company, each of its directors and
     officers, any underwriter (as defined in the 1933 Act) for the
     Company, each person, if any, who controls the Company or any such
     underwriter within the meaning of the 1933 Act or the 1934 Act, and
     any other holder selling securities in such registration statement or
     any of its directors or officers or any person who controls such
     Holder, against any losses, claims, damages, or liabilities (or
     actions in respect thereto) which arise out of or are based upon any
     Violation, in each case to the extent (and only to the extent) that
     such Violation occurs in reliance upon and in conformity with written
     information furnished by such Holder or his representative or agent
     expressly for use in connection with such registration; and each such
     Holder will reimburse any legal or other expenses reasonably incurred
     by the Company or any such director, officer, any person who controls
     the Company, any underwriter or controlling person of any such
     underwriter, any other such Holder, officer, director, or controlling
     person in connection with investigating or defending any such loss,
     claim, damage, liability, or action; provided, however, that the
     indemnity agreement contained in this Section 11 shall not apply to
     amounts paid in settlement of any such loss, claim, damage, liability
     or action if such settlement is effected without the consent of the
     Holder (which consent shall not be unreasonably withheld), and
     provided further that the obligations of each selling Holder hereunder
     shall be limited to an amount equal to the proceeds of each such
     selling Holder of the shares sold by such selling Holder pursuant to
     such registration.

          (c) Promptly after receipt by an indemnified party under this
     Section 11 of notice of the commencement of any action (including any
     governmental action), such indemnified party will, if a claim in
     respect thereof is to be made against any indemnifying party under
     this Section 11, notify the indemnifying party in writing of the
     commencement thereof and the indemnifying party shall have the right
     to participate in, and, to the extent the indemnifying party so
     desires, jointly with any other indemnifying party similarly noticed,
     to assume the defense thereof with counsel mutually satisfactory to
     the parties; provided, however, that an indemnified party shall have
     the right to retain its own counsel, with the fees and expenses to be
     paid by the indemnifying party, 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
     such indemnified party and any other party represented by such counsel
     in such proceeding. The failure to notify an indemnifying party within
     a reasonable time of the commencement of any such action shall not
     relieve such indemnifying party of any liability that it may have to
     any indemnified party otherwise than under this Section 11.

          (d) If the indemnification provided for in this Section 11 is
     held by a court of competent jurisdiction to be unavailable to an
     indemnified party with respect to any loss, liability, claim, damage,

<PAGE>


     or expense referred to therein, then the indemnifying party, in lieu
     of indemnifying such indemnified party hereunder, shall contribute to
     the amount paid or payable by such indemnified party as a result of
     such loss, liability, claim, damage, or expense in such proportion as
     is appropriate to reflect the relative fault of the indemnifying party
     on the one hand and of the indemnified party on the other in
     connection with the statements or omissions that resulted in such
     loss, liability, claim, damage, or expense as well as any other
     relevant equitable considerations. The relative fault of the
     indemnifying party and of the indemnified party shall be determined by
     reference to, among other things, whether the untrue or alleged untrue
     statement of a material fact or the omission to state a material fact
     relates to information supplied by the indemnifying party or by the
     indemnified party.

          (e) Notwithstanding the foregoing, to the extent that the
     provisions on indemnification and contribution contained in the
     underwriting agreement entered into in connection with the
     underwritten public offering are in conflict with the foregoing
     provisions, the provisions in the underwriting agreement shall
     control.

          (f) The obligations of the Company and Holders under this Section
     11 shall survive the completion of any offering of Registrable
     Securities in a registration statement under this Sections 11.2 and
     11.3 and otherwise.

11.9 Reports under the 1934 Act. With a view to making available to the Holders
the benefits of Rule 144 promulgated under the 1933 Act and any other rule or
regulation of the SEC that may at any time permit a Holder to sell securities of
the Company to the public without registration or pursuant to a registration
form which permits inclusion or incorporation of substantial information by
reference to other documents filed by the Company with the SEC, the Company
agrees to for up to three (3) years:

     (a) Make and keep public information available, as those terms
     are understood and defined in SEC Rule 144.

     (b) File with the SEC in a timely manner all reports and other
     documents required of the Company under the 1933 Act and the 1934
     Act; and

     (c) Furnish to any Holder, so long as the Holder owns any
     Registrable Securities, forthwith upon reasonable request (i) a
     written statement by the Company that it has complied with the
     reporting requirements of the 1934 Act (at any time after it has
     become subject to such reporting requirements), (ii) a copy of
     the most recent annual or quarterly report of the Company and
     such other reports and documents so filed by the Company, and
     (iii) such other information as may be reasonably requested in
     availing any Holder of any rule or regulation of the SEC
     permitting the selling of any such securities without
     registration or pursuant to such form.

11.10 Delay of Registration. No holder shall have any right to obtain or seek an
injunction restraining or otherwise delaying any such registration as the result
of any controversy that might arise with respect to the interpretation or
implementation of this Section 11.

11.11 Assignment of Registration Rights. The rights to cause the Company to
register Registrable Securities pursuant to this Section 11 may be assigned (but
only with all related obligations) by a Holder to a transferee or assignee of
such securities who, after such assignment or transfer, holds at least 50,000
shares of Registrable Securities (subject to appropriate adjustment for stock
splits, stock dividends, combinations and other recapitalizations), provided:
(a) the Company is, within a reasonable time after such transfer, furnished with
written notice of the name and address of such transferee or assignee and the
securities with respect to which such registration rights are being assigned;

<PAGE>


(b) such transferee or assignee agrees in writing to be bound by and subject to
the terms and conditions of this Agreement; and (c) such assignment shall be
effective only if immediately following such transfer the further disposition of
such securities by the transferee or assignee is restricted under the Act. For
the purposes of determining the number of shares of Registrable Securities held
by a transferee or assignee, the holdings of transferees and assignees of a
partnership who are partners or retired partners of such partnership (including
spouses and ancestors, lineal descendants and siblings of such partners or
spouses who acquire Registrable Securities by gift, will or intestate
succession) shall be aggregated together and with the partnership; provided that
all assignees and transferees who would not qualify individually for assignment
of registration rights shall have a single attorney-in-fact for the purpose of
exercising any rights, receiving notices or taking any action under this Section
11.

11.12 Termination of Registration Rights. No Holder shall be entitled to
exercise any right provided for in this Section 11 after two (2) years following
the date after which Holders may request registration of the Registrable
Securities pursuant to this Section 11 nor at any time when the Holder has the
right to sell all of his Registrable Securities pursuant to SEC Rule 144(k).

11.13 Amendments and Waivers. Any term or provision of the registration rights
stated in this Agreement may be amended and the observance of any term of such
rights may be waived (either generally or in a particular instance and either
retroactively or prospectively), only with the written consent of the Company
and the holders of at least sixty-seven percent (67%) of the Registrable
Securities then outstanding. Any amendment or waiver effected in accordance with
this Section 11.13 shall be binding upon each holder of any Registrable
Securities then outstanding, each future holder of all such Registrable
Securities, and the Company.

12. Miscellaneous.

12.1. No Waiver. No course of dealing or any delay or failure to exercise any
right hereunder on the part of the Holder shall operate as a waiver of such
right or otherwise prejudice the Holder's rights, powers or remedies.

12.2. Remedies. Holder in addition to being entitled to exercise its rights
granted by law, including recovery of damages, shall be entitled to specific
performance of its rights provided hereunder. The Company agrees that monetary
damages would not be adequate compensation for any loss incurred by reason of a
breach by it of the provisions hereof and hereby agrees, in an action for
specific performance, to waive the defense that a remedy at law would be
adequate.

<PAGE>


12.3. Severability. Wherever possible, each provision of this Warrant shall be
interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Warrant shall be prohibited by or be invalid under
applicable law, such provision shall be ineffective to the extent of such
prohibition or invalidity, without invalidating the remainder of such provision
or the remaining provisions of this Warrant.

12.4. Headings. The headings used in this Warrant are for the convenience of
reference only and shall not, for any purpose, be deemed a part of this Warrant.
12.5. Governing Law. This Warrant shall be governed by the laws of the State of
Arizona without regard to the provisions thereof relating to conflict of laws.


IN WITNESS WHEREOF, BestNet Communications Corp. has caused this Warrant to be
executed by its officers thereunto duly authorized on the___/M day of March
2006.

BestNet Communications Corp.                Attest

By:  /s/  Stanley L. Schloz                 /s/   Michael A. Kramarz
   -------------------------------          -----------------------------------
          Stabley L. Schloz                       Michael A. Kramarz
          President                               Secretary

<PAGE>


                               NOTICE OF EXERCISE


BestNet Communications Corporation
2850 Thornhills Avenue, SE
Suite 104
Grand Rapids, Michigan 49546


 Gentlemen:

The undersigned,__________________________________________________,, hereby
elects to purchase, pursuant to the provisions of the Warrant held by the
undersigned,___________________ shares of the Common Stock, $.001 par value,
("Common Stock") of BestNet Communications Corporation.

Payment of the purchase price per Share required under such Warrant accompanies
this subscription.

The undersigned hereby represents and warrants that absent an effective
registration statement covering the Warrant or the shares of Common Stock
underlying the Warrants, the undersigned is acquiring such stock for the account
of the undersigned and not for resale or with a view to distribution of such
Common Stock or any part hereof; that the undersigned is fully aware of the
transfer restrictions affecting restricted securities under the pertinent
securities laws and the undersigned understands that the shares purchased hereby
are restricted securities and that the certificate or certificates evidencing
the same will bear a legend to that effect.
DATED:______________________________, 2006.




                                            Signature:_________________________
                                            Address:___________________________
                                                    ___________________________

<PAGE>


BESC/MOG Unit Purchase Agreement


                             UNIT PURCHASE AGREEMENT

The parties to this Agreement, ("this Agreement") are BestNet Communications
Corp., a Nevada corporation ("BESC") having its principal place of business at
2850 Thornhills Ave SE, Ste 104, Grand Rapids, Michigan 49546 and Mountainview
Opportunistic Growth Fund, L.P., an Ontario limited partnership ("MOG")having
its principal place of business at 69 Lord Seaton Road, North York, Ontario,
Canada M2P 1K6. The parties agree as follows:

     ARTICLE I AUTHORIZATION AND ISSUANCE OF SECURITIES 1.1 AUTHORIZATION.

BESC has, by due action of its Board of Directors, authorized the sale and
issuance of (a) its 8 Percent Convertible Note, in the principal amount of
US$350,000 ("the Note") and (b) a Warrant (the "Warrant") for the purchase of up
to 200,000 shares of its common stock, $.001 par value (the "Warrant Shares").
The Note shall be substantially in the form of Exhibit 1.1A and the Warrant
shall be in the form of Exhibit 1.1B, respectively attached hereto and made a
part hereof. The shares of common stock issuable upon due conversion of the Note
are called herein "the Note Shares". The Note and the Warrant are collectively
referred to herein as the "Unit".

1.2 ISSUANCE OF UNIT.

Subject to the terms hereof, BESC agrees to sell, and MOG agrees to purchase, on
the Closing Date hereinafter referred to, the Unit at an aggregate price of
US$350,000, payable in immediately available funds.

1.3 CLOSING DATE.

The date for the purchase and sale of the Unit hereunder (the "Closing Date")
shall be March 8, 2006 or such other date as BESC and MOG shall agree upon.
Purchase and sale of the Notes hereunder shall take place at 11:00 A.M., local
time, on the Closing Date, at the offices of Firetag, Stoss & Dowell, P.C., at
1747 East Morten Avenue, Suite 107, Phoenix, AZ 85020. At the Closing, BESC will
deliver to MOG, against payment of the purchase price therefor, the Note and the
Warrant, each dated the Closing Date and registered in MOG's name.

1.4 SECURITIES LAWS.

(a) BESC's Representations and Agreements. BESC represents and warrants to MOG
that BESC has not, directly or through any agent, offered any of the Notes or
any similar security for sale to, or solicited any offers to buy any thereof
from, or otherwise approached or negotiated in respect thereof with, any person
other than MOG and BESC agrees that neither it nor any agent acting on BESC's
behalf has done or caused to be done or will do or cause to be done or omit to
do or cause to be done anything which would result in bringing the issuance or
sale of the Notes within the provisions of Section 5 of the Securities Act.

(b) MOG's Representations. MOG represents to BESC that (i) it is an Accredited
Investor as that term is defined under the Securities Act of 1933 and the
Regulations promulgated thereunder, in that its net worth exceeds US$5,000,000,
and (ii) it is acquiring the Note and the Warrant, and will acquire the Warrant
Shares and the shares issuable upon the due conversion of the Note, for its own

                                       1

<PAGE>


BESC/MOG Unit Purchase Agreement


account for investment purposes and not with a view to or for sale in connection
with any distribution of any thereof. MOG understands and agrees that when
issued the certificate or certificates evidencing the same, will bear a legend
substantially as follows:

     THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
     1933, AS AMENDED (THE "ACT"), OR ANY STATE OR PROVINCIAL
     SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, ASSIGNED,
     TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF UNLESS REGISTERED
     PURSUANT TO THE PROVISIONS OF SUCH ACT AND SUCH LAWS OR AN
     EXEMPTION THEREFROM IS AVAILABLE AS ESTABLISHED BY A WRITTEN
     OPINION OF COUNSEL ACCEPTABLE TO THE CORPORATION.

                ARTICLE II BESC'S REPRESENTATIONS AND WARRANTIES

BESC represents and warrants as follows:

2.1 INFORMATION.

Except as disclosed in Schedule 2.1 attached hereto, its most recent Annual
Report on Form 1OKSB and its most recent Quarterly Report on Form 10QSB or any
subsequent Current Reports on Form 8-K, filed with the United States Securities
and Exchange Commission are true and correct, contain no untrue statements of
material fact and do not omit any statements necessary to make the statements
made, under the circumstances in which they were made, not misleading.

2.2 ORGANIZATION, STANDING AND QUALIFICATION OF BESC.

BESC is a corporation duly organized and existing and in good standing under the
laws of Nevada, has all requisite corporate power to own and operate its
properties and to carry on its business as now being conducted and as proposed
to be conducted, is not required to qualify to do business as a foreign
corporation in any jurisdiction in which it is not qualified, and has full
power, authority and legal right to execute and deliver this Agreement, the
Note, the Warrant and the shares of common stock issuable upon the due
conversion or exercise thereof and to perform its obligations hereunder and
thereunder.

2.3 VALIDITY OF SECURITIES.

The Note and the Warrant, when issued in accordance with this Agreement, shall
be duly authorized, validly issued, and shall constitute the binding obligations
of BESC, enforceable in accordance with their respective terms. If and when duly
issued, the Warrant Shares and the Note Shares shall constitute duly authorized,
validly issued, shares of the Common Stock, $.001 par value of BESC, fully paid
and nonassessable.

2.4 ACCESS TO INFORMATION

At all times prior to the purchase of the Unit by MOG, BESC will permit MOG's
authorized representatives full access at reasonable times during normal
business hours to all of the books, records, personnel, and properties of BESC,
wherever located, for the purpose of conducting its due diligence review of BESC
and verifying the information provided by BESC to MOG. BESC shall at the request
of MOG's representatives, at reasonable times, meet with MOG's representatives
to answer questions concerning the terms and conditions of this transaction, the
nature and risks of the investment, and any other information deemed necessary
by MOG's representatives in determining whether to purchase the Unit. Upon

                                       2

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BESC/MOG Unit Purchase Agreement


request by MOG's representatives, BESC shall provide any additional information
necessary to verify any information furnished to MOG's representatives in BESC's
possession or that can be acquired without unreasonable effort or expense.

                         ARTICLE III CLOSING CONDITIONS

3.1 MOG.

MOG's obligation to purchase and pay for the Notes on the Closing Date is
subject to the conditions that: (a) BESC's representations and warranties
contained in ss. 1.4(a) and in Article II shall be true and correct on and as of
the Closing Date with the same effect as if made on and as of the Closing Date;
(b) there shall exist on the Closing Date no Event of Default under the Note and
no condition or event which, with notice or lapse of time, would constitute an
Event of Default if the Note had been outstanding on the date of this Agreement,
(c) all agreements and conditions to be performed or satisfied by BESC hereunder
on or before the Closing Date shall have been duly performed or satisfied and
(d) BESC shall have delivered to MOG a certificate, dated the Closing Date and
signed by the President or a Vice President and by the Secretary or an Assistant
Secretary of BESC, to each such effect 3.2 BESC. BESC's obligation to issue and
sell the Note and the Warrant on the Closing Date is subject to the condition
that representations and warranties contained in ss. 1.4(b).

                            ARTICLE IV MISCELLANEOUS

4.1 PRE-EMPTIVE RIGHT WITH RESPECT TO FUTURE FINANCING.

If BESC, at any time prior to the date which is fourteen (14) months after the
date of this Agreement proposes to raise funds through the sale of equity, BESC
shall give written notice to MOG of such proposed equity financing and the terms
thereof. BESC shall give MOG the opportunity to furnish such funds on a "right
of first refusal" basis on the same terms as BESC proposes to obtain such funds
from a third party or on different terms that are at least as favorable to BESC,
in its reasonable discretion, as those offered by such third party. MOG shall
have ten (10) days to respond to BESC's notice. If MOG does not respond, or
responds that it does not intend to exercise its right, BESC shall be free to
effect such financing with any third party, so long as the terms thereof are at
least as favorable to BESC, in its reasonable discretion, as those contained in
such notice, and so long as such sale occurs within one (1) year of the date of
notice to MOG. NOTWITHSTANDING ANY OF THE OTHER PROVISIONS OF THIS AGREEMENT,
THE RIGHT GRANTED IN THIS PARAGRAPH 4.1 MAY NOT BE ASSIGNED TO OR EXERCISED BY
ANY THIRD PARTY WITHOUT BESC'S PRIOR WRITTEN CONSENT WHICH MAY BE GIVEN OR
WITHHELD IN ITS GOOD FAITH DISCRETION.


4.2 Payment of Fees and Expenses.

Each of the parties will pay all of its respective costs and expenses in
connection with this Agreement and the consummation of all transactions
contemplated hereby

4.3 AMENDMENTS AND WAIVERS.

This Agreement may not be changed, modified or discharged orally, nor may any
waivers or consents be given orally hereunder, and every such change,
modification, discharge, waiver or consent shall be in writing and, except as

                                       3

<PAGE>


BESC/MOG Unit Purchase Agreement


provided in the following sentence, signed by the person against which
enforcement thereof is sought. No such amendment or waiver shall extend to or
affect any obligation not expressly amended or waived or impair any right
consequent thereon.

4.4 INTEGRATION AND SEVERABILITY.

This Agreement embodies the entire agreement and understanding between the
parties and supersedes all prior agreements and understandings relating to the
subject matter hereof. In case any one or more of the provisions contained in
this Agreement or in any Note, or any application thereof, shall be invalid,
illegal or unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions contained herein and therein, and any
other application thereof, shall not in any way be affected or impaired thereby.

4.5 SUCCESSORS AND ASSIGNS.

All covenants, agreements, statements, representations and warranties in this
Agreement or any certificate delivered pursuant hereto by or on behalf of either
party shall bind such party and inure to the benefit of the respective
successors and assigns of the other party hereto, except where the context
otherwise requires.

4.6 VERIFICATION.

MOG shall be entitled to make such independent examinations as it may deem
reasonable, and to receive copies of all such instruments, certificates,
opinions and other evidence as it may reasonably request, with respect to the
transactions contemplated by this Agreement and the taking of all corporate
proceedings in connection therewith and for the purpose of verifying the
accuracy of any certification which is made or required to be made pursuant to
this Agreement.


4.7 NOTICES AND OTHER COMMUNICATIONS.

All notices, requests, consents and other communications hereunder shall be in
writing and, unless otherwise specified, shall be personally delivered, or shall
be sent by overnight delivery, or shall be sent by telecopy or other similar
electronic device (with a copy sent by certified or registered mail, return
receipt requested, postage prepaid), and shall be addressed to the respective
parties at the address first shown above or to such other address as may have
been furnished to either party by the other; and, if to BESC with a copy to
Stephen T. Meadow, Esq., c/o Firetag, Stoss & Dowell, P.C., at 1747 East Morten
Avenue, Suite 107, Phoenix, AZ 85020, and if to MOG, with a copy to such other
person or firm as MOG may designate in accordance with the provisions of this
paragraph. All notices shall be deemed to have been given either at the time of
the delivery thereof to any officer or employee of the person entitled to
receive such notice at the address of such person for purposes of this ss.4.7,
or, if sent by overnight delivery, one day after being entrusted to a reputable
overnight delivery service, or, if sent by telecopy of other similar electronic
device, upon confirmation of receipt of such transmission.


4.8 GOVERNING LAW - ARBITRATION OF DISPUTES.

This Agreement, the Note and the Warrant shall be construed in accordance with
and governed by the laws of the State of Arizona. Any dispute arising out of or
in connection with this Agreement the Note or the Warrant shall be resolved by
arbitration under the Commercial Arbitration Rules of the American Arbitration
Association at Phoenix Arizona.

                                       4

<PAGE>


BESC/MOG Unit Purchase Agreement


4.9 TABLE OF CONTENTS AND HEADINGS.

The table of contents and the headings of the various subdivisions hereof are
for convenience of reference only and shall in no way modify any of the terms or
provisions hereof.

4.10 COUNTERPARTS.

This Agreement may be signed by each party hereto upon a separate copy in which
event both of said copies shall constitute a single counterpart of this
Agreement. This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original, and it shall not be necessary in making proof
of this Agreement to produce or account for more than one such counterpart.

IN WITNESS WHEREOF, BESC and MOG have caused this Agreement to be executed and
delivered in by their respective officer of officers thereunto duly authorized.

BestNet Communication Corp.

By:  /s/  Stanley L. Schloz
   -------------------------------
          Stanley L. Schloz
          President and Chief Executive Officer


Attest:____________________________________
          Secretary

Mountainview Opportunistic Growth Fund, L.P.

By: 2016459 Ontario Limited, an Ontario corporation, its General Partner

By_____________________________________________

Its____________________________________________

Attest:________________________________________
          Secretary


                                       5

<PAGE>


BESG/MOG Unit Purchase Agreement


4.9 TABLE OF CONTENTS MD HEADINGS.

The table of contents and the headings of the various subdivisions hereof are
for convenience of reference only and shall in no way modify any of the terms or
provisions hereof.

4A0 COUNTERPARTS.

This Agreement may be signed by each party hereto upon a separate copy in which
event both of said copies shall constitute a single counterpart of this
Agreement. This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original, and it shall not be necessary in making proof
of this Agreement to produce or account for more than one such counterpart. IN
WITNESS WHEREOF, BESG and MOG have caused this Agreement to be executed and
delivered in by their respective officer of officers thereunto duly authorized.


BestNet Communication Corp.

By:  /s/  Stanley L. Schloz
   -------------------------------
          Stanley L. Schloz
          President and Chief Executive Officer

Attest:  /s/  Michael A. Kramarz
         -------------------------
              Michael A. Kramarz
              Secretary



Mountainview Opportunistic Growth Fund, L.P.

By: 2016459 Ontario Limited, an Ontario corporation, its General Partner

By______________________________________________________________________

Its_____________________________________________________________________

Attest:_________________________________________________________________
         Secretary

<PAGE>


BESC/MOG Unit Purchase Agreement
Draft 318/06

4.9 TABLE OF CONTENTS AND HEADINGS.

The table of contents and the headings of the various subdivisions hereof are
for convenience of reference only and shall in no way modify any of the terms or
provisions hereof.

4.10 COUNTERPARTS.

This Agreement may be signed by each party hereto upon a separate copy in which
event both of said copies shall constitute a single counterpart of this
Agreement. This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original, and it shall not be necessary in making proof
of this Agreement to produce or account for more than one such counterpart. IN
WITNESS WHEREOF, BESC and MOG have caused this Agreement to be executed and
delivered in by their respective officer of officers thereunto duly authorized.

BestNet Communication Corp.

By:  /s/
   -------------------------------
          Stanley L. Schloz
          President and Chief Executive Officer

Attest:  /s/
         -------------------------
              Michael A. Kramarz
              Secretary


Mountainview Opportunistic Growth Fund, L.P.

By: 2016459 Ontario Limited, an Ontario corporation, its General Partner

By______________________________________________________________________

Its_____________________________________________________________________

Attest:_________________________________________________________________
         Secretary