Exhibit 4.1


           NEITHER THIS WARRANT NOR THE SECURITIES REPRESENTED HEREBY
             HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
              AS AMENDED, AND MAY NOT BE OFFERED, SOLD OR OTHERWISE
              TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL
                SUCH ARE REGISTERED UNDER SUCH ACT OR AN OPINION
               OF COUNSEL SATISFACTORY TO THE COMPANY IS OBTAINED
              TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED.

           THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUED UPON ITS
                   EXERCISE ARE SUBJECT TO THE RESTRICTIONS ON
                 TRANSFER SET FORTH IN SECTION 4 OF THIS WARRANT

Warrant No. ______                                      Number of Shares: 20,000

Date of Issuance: December 3, 1999

                          WAVETECH INTERNATIONAL, INC.

                          COMMON STOCK PURCHASE WARRANT

                          (Void after December 3, 2002)

     WAVETECH  International  Inc., a Nevada  corporation (the  "Company"),  for
value received,  hereby certifies that Berni Holdings, S.A., P.O. Box 5080, 8022
Zurich,  Switzerland,  or its registered  assigns (jointly or individually,  the
"Registered  Holder"),  is entitled,  subject to the terms set forth  below,  to
purchase from the Company, at any time or from time to time on or after the date
of  issuance  and on or before  December  3,  2002 at not  later  than 5:00 p.m.
(Toronto,  Ontario time), up to twenty thousand  (20,000) shares of Common Stock
(post-split),  $.00l par value per share, of the Company, at a purchase price of
$4.5625 per share. The shares purchasable upon exercise of this Warrant, and the
purchase  price per share,  each as adjusted  from time to time  pursuant to the
provisions of this Warrant,  are hereinafter referred to as the "Warrant Shares"
and the "Purchase Price," respectively.

     1. EXERCISE.

     (a)  This Warrant may be exercised by the Registered Holder, in whole or in
          part, by  surrendering  this Warrant,  with the purchase form appended
          hereto as EXHIBIT I duly executed by such Registered Holder or by such
          Registered Holder's duly authorized attorney,  at the principal office
          of the  Company,  or at such other office or agency as the Company may
          designate,  accompanied  by  payment in full,  in lawful  money of the
          United States,  of the Purchase Price payable in respect of the number
          of Warrant Shares purchased upon such exercise.

     (b)  Each  exercise of this Warrant  shall be deemed to have been  effected
          immediately  prior to the close of business on the day (the  "Exercise
          Date")  on which  this  Warrant  shall  have been  surrendered  to the
          Company as provided in subsection 1(a) above. At such time, the person

                                  Ex. 4.1 - 1
<PAGE>
          or persons in whose name or names any  certificates for Warrant Shares
          shall be issuable upon such  exercise as provided in  subsection  1(c)
          below  shall be deemed to have  become the holder or holders of record
          of the Warrant Shares represented by such certificates.

     (c)  As soon as  practicable  after the exercise of this Warrant in full or
          in part, within ten (10) days thereafter, the Company, at its expense,
          will  cause to be  issued  in the  name  of,  and  delivered  to,  the
          Registered  Holder,  or as such Holder (upon payment by such Holder of
          any applicable transfer taxes) may direct:

          (i)  a  certificate  or  certificates  for the number of full  Warrant
               Shares to which such  Registered  Holder  shall be entitled  upon
               such exercise plus, in lieu of any fractional share to which such
               Registered Holder would otherwise be entitled,  cash in an amount
               determined pursuant to Section 3 hereof; and

          (ii) in case such  exercise is in part only, a new warrant or warrants
               (dated the date hereof) of like tenor,  calling in the  aggregate
               on the face or faces  thereof  for the number of  Warrant  Shares
               equal (without  giving effect to any  adjustment  therein) to the
               number  of such  shares  called  for on the face of this  Warrant
               minus  the sum of the  number  of such  shares  purchased  by the
               Registered Holder upon such exercise.

     2. ADJUSTMENTS. The Purchase Price shall be subject to adjustment from time
to time pursuant to the terms of this Section 2.

     (a)  RECAPITALIZATIONS. If outstanding shares of the Company's Common Stock
          shall be subdivided  into a greater  number of shares or a dividend in
          Common  Stock shall be paid in respect of Common  Stock,  the Purchase
          Price in effect immediately prior to such subdivision or at the record
          date of such dividend shall  simultaneously  with the effectiveness of
          such subdivision or immediately after the record date of such dividend
          be  proportionately  reduced.  If  outstanding  shares of Common Stock
          shall be combined into a smaller number of shares,  the Purchase Price
          in effect immediately prior to such combination shall,  simultaneously
          with  the  effectiveness  of  such  combination,   be  proportionately
          increased.

     (b)  MERGERS,  ETC.  If there shall  occur any  capital  reorganization  or
          reclassification   of  the  Company's   Common  Stock  (other  than  a
          subdivision or combination as provided for in subsection  2(a) above),
          or any  consolidation  or merger of the Company  with or into  another
          corporation,  or a transfer of all or substantially  all of the assets
          of  the   Company,   then,   as  part  of  any  such   reorganization,
          reclassification,  consolidation,  merger or sale, as the case may be,
          lawful  provision shall be made so that the Registered  Holder of this
          Warrant  shall have the right  thereafter to receive upon the exercise
          hereof the kind and amount of shares of stock or other  securities  or
          property  which such  Registered  Holder  would have been  entitled to
          receive   if,   immediately   prior   to  any   such   reorganization,
          reclassification,  consolidation,  merger or sale, as the case may be,
          such  Registered  Holder had held the number of shares of Common Stock
          which were then purchasable upon the exercise of this Warrant.  In any

                                  Ex. 4.1 - 2
<PAGE>
          such case,  appropriate  adjustment (as reasonably  determined in good
          faith by the Board of Directors  of the Company)  shall be made in the
          application  of the  provisions  set forth  herein with respect to the
          rights  and  interests  thereafter  of the  Registered  Holder of this
          Warrant,  such  that  the  provisions  set  forth  in this  Section  2
          (including  provisions  with  respect to  adjustment  of the  Purchase
          Price) shall  thereafter  be  applicable,  as nearly as is  reasonably
          practicable, in relation to any shares of stock or other securities or
          property thereafter deliverable upon the exercise of this Warrant.

     (c)  ADJUSTMENT  IN  NUMBER  OF  WARRANT  SHARES.  When any  adjustment  is
          required  to be made in the  Purchase  Price,  the  number of  Warrant
          Shares  purchasable upon the exercise of this Warrant shall be changed
          to the number determined by dividing (i) an amount equal to the number
          of shares issuable upon the exercise of this Warrant immediately prior
          to  such  adjustment,  multiplied  by the  Purchase  Price  in  effect
          immediately  prior to such  adjustment,  by (ii) the Purchase Price in
          effect immediately after such adjustment.

     (d)  CERTIFICATE OF ADJUSTMENT.  When any adjustment is required to be made
          pursuant to this  Section 2, the Company  shall  promptly  mail to the
          Registered Holder a certificate setting forth the Purchase Price after
          such  adjustment  and  setting  forth a brief  statement  of the facts
          requiring such adjustment.  Such certificate  shall also set forth the
          kind and amount of stock or other  securities  or property  into which
          this Warrant shall be exercisable following such adjustment.

     3. FRACTIONAL  SHARES.  The Company shall not be required upon the exercise
of this Warrant to issue any  fractional  shares,  but shall make an  adjustment
therefor  in cash on the  basis of the Fair  Market  Value  per  share of Common
Stock.  As issued herein "Fair Market Value" shall mean: (i) if the Common Stock
is listed on a nationally  recognized  securities  exchange or  over-the-counter
market,  the last reported sale price or bid price,  respectively,  per share of
Common Stock on the Exercise Date, or the next preceding business day if no such
price is  reported  on the  Exercise  Date,  or (ii) if the Common  Stock is not
listed  on a  nationally  recognized  Securities  exchange  or  over-the-counter
market, as determined by the Board of Directors.

     4. REQUIREMENTS FOR TRANSFER.

     (a)  The Company or its agent will maintain a register containing the names
          and  addresses  of  the  Registered  Holders  of  this  Warrant.   Any
          Registered  Holder  may  change  its or his  address  as  shown on the
          warrant  register  by written  notice to the Company  requesting  such
          change.

     (b)  This Warrant and the Warrant  Shares shall not be sold or  transferred
          unless  either (i) they first  shall  have been  registered  under the
          Securities  Act of 1933,  as amended (the "Act"),  or (ii) the Company
          first  shall have been  furnished  with an  opinion of legal  counsel,
          reasonably  satisfactory to the Company,  to the effect that such sale
          or transfer is exempt from the registration requirements of the Act.

                                  Ex. 4.1 - 3
<PAGE>
     (c)  Each  certificate  representing  Warrant  Shares  shall  bear a legend
          substantially in the following form:

               "The  securities  represented by this  certificate  have not been
               registered under the Securities Act of 1933, as amended,  and may
               not  be  offered,  sold  or  otherwise  transferred,  pledged  or
               hypothecated  unless and until  such  securities  are  registered
               under  such Act or an  opinion  of  counsel  satisfactory  to the
               Company is obtained to the effect that such  registration  is not
               required."

The foregoing  legend shall be removed from the  certificates  representing  any
Warrant Shares,  at the request of the holder thereof,  at such time as there is
an effective  registration  statement  relating to the warrant shares or as they
become eligible for resale pursuant to Rule 144(k) under the Act.

     (d)  The Company is required to prepare and file a  registration  statement
          under the Act relating to the Warrant Shares pursuant to Section 11 of
          that  certain  Subscription  Agreement  dated  as of  December 3, 1999
          between  the  Company  and  the  Registered  Holder  which  terms  are
          incorporated and made a part hereof.

     5. NO  IMPAIRMENT.  The Company  will not, by  amendment  of its charter or
through reorganization,  consolidation,  merger, dissolution,  sale of assets or
any other voluntary action, avoid or seek to avoid the observance or performance
of any of the terms of this Warrant,  but will at all times in good faith assist
in the  carrying  out of all such terms and in the taking of all such  action as
may be necessary or  appropriate in order to protect the rights of the holder of
this Warrant against impairment.

     6. NOTICES OF RECORD DATE, 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 deliverable upon the exercise of
          this Warrant) for the purpose of entitling or enabling them to receive
          any  dividend  or  other  distribution,  or to  receive  any  right to
          subscribe  for or  purchase  any  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,  any  consolidation or merger of the
          Company with or into another  corporation  (other than a consolidation
          or  merger in which  the  Company  is the  surviving  entity),  or any
          transfer of all or substantially all of the assets of the Company; or

     (c)  of the voluntary or involuntary 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
Registered Holder of this Warrant a notice  specifying,  as the case may be, (i)
the date on which a record  is to be taken  for the  purpose  of such  dividend,

                                  Ex. 4.1 - 4
<PAGE>
distribution  or right,  and stating the amount and character of such  dividend,
distribution or right, or (ii) the effective date on which such  reorganization,
reclassification,  consolidation,  merger, transfer, 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 other stock or  securities at the
time  deliverable  upon the  exercise  of this  Warrant)  shall be  entitled  to
exchange  their shares of Common Stock (or such other stock or  securities)  for
securities   or   other   property   deliverable   upon   such   reorganization,
reclassification,  consolidation,  merger, transfer, dissolution, liquidation or
winding-up.  Such  notice  shall be mailed  at least ten (10) days  prior to the
record date or effective date for the event specified in such notice.

     7.   RESERVATION  OF STOCK.  The Company will at all times reserve and keep
available,  solely for issuance and delivery  upon the exercise of this Warrant,
such number of Warrant Shares and other stock,  securities and property, as from
time to time shall be issuable upon the exercise of this Warrant.

     8.   REPLACEMENT   OF  WARRANTS.   Upon  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) upon delivery of an
indemnity agreement (with surety if reasonably required) in an amount reasonably
satisfactory to the Company,  or (in the case of mutilation)  upon surrender and
cancellation  of this Warrant,  the Company will issue,  in lieu thereof,  a new
Warrant of like tenor.

     9. MAILING OF NOTICES,  ETC. All notices and other  communications from the
Company to the Registered  Holder of this Warrant shall be mailed by first-class
certified or registered mail,  postage prepaid,  to the address furnished to the
Company in writing by the last Registered  Holder of this Warrant who shall have
furnished  an  address  to  the  Company  in  writing.  All  notices  and  other
communications  from the  Registered  Holder of this  Warrant  or in  connection
herewith to the Company shall be mailed by  first-class  certified or registered
mail,  postage prepaid,  to the Company at its principal office set forth below.
If the Company should at any time change the location of its principal office to
a place other than as set forth below,  it shall give prompt  written  notice to
the  Registered  Holder of this Warrant and  thereafter  all  references in this
Warrant to the location of its principal  office at the particular time shall be
as specified in such notice.

     10. NO RIGHTS AS  STOCKHOLDER.  Until the  exercise  of this  Warrant,  the
Registered  Holder of this  Warrant  shall not have or  exercise  any  rights by
virtue hereof as a stockholder of the Company.

     11.  HEADINGS.  The  headings in this Warrant are for purposes of reference
only and shall not limit or  otherwise  affect the meaning of any  provision  of
this Warrant.

     12.  GOVERNING  LAW.  This  Warrant  will be governed by and  construed  in
accordance with the laws of the State of Arizona.

                                  Ex. 4.1 - 5
<PAGE>
                                        WAVETECH INTERNATIONAL, INC.


                                        By:
                                            ------------------------------------

                                        Name:
                                              ----------------------------------

                                        Title:
                                               ---------------------------------

ATTEST:

---------------------------------

                                  Ex. 4.1 - 6