EXHIBIT 10.1

                       NOTE AND WARRANT PURCHASE AGREEMENT

     This NOTE AND WARRANT PURCHASE AGREEMENT ("AGREEMENT") is dated as of April
23, 2002, by and among BestNet  Communications  Corp., a Nevada corporation (the
"COMPANY"),  and each person or entity who executes a counterpart signature page
to this  Agreement  and is listed as an  investor on SCHEDULE I attached to this
Agreement (each individually an "Investor" and collectively the "INVESTORS").

                                  WITNESSETH:

     WHEREAS,  the Company desires to sell and issue to the Investors  listed on
SCHEDULE I, and the  Investors  listed on SCHEDULE I desire to purchase from the
Company, up to an aggregate of $800,000 (in one or more promissory notes) in the
original principal amount of its 8% Senior Secured Convertible Promissory Notes,
in the identical form and substance of EXHIBIT A attached  hereto,  on the terms
and conditions set forth herein (the "NOTES"), to bear interest (computed on the
basis of a 360-day  year and actual days  elapsed)  from the date of issuance at
the rate of eight percent (8%) per annum payable monthly (as defined below);

     WHEREAS,  Notes  will be  secured  by all of the  Company's  assets,  which
security  interest  shall be evidenced by a Security  Agreement  (the  "SECURITY
AGREEMENT"),  in  substantially  the form and  substance  of  EXHIBIT B attached
hereto;

     WHEREAS,  each  Investor  listed on SCHEDULE I will also receive  five-year
warrants (the "INVESTOR  WARRANTS"),  in substantially the form and substance of
EXHIBIT C  attached  hereto,  to  purchase  such  Investor's  pro rata  share of
1,000,000  shares of common stock,  par value $.001 per share, of the Company as
more  specifically  set forth opposite each  Investor's  name on SCHEDULE I (the
"WARRANT SHARES"); and

     WHEREAS,  the per share  exercise  price of the Purchase  Warrants shall be
$0.50.

     NOW,  THEREFORE,  in  consideration  of  the  foregoing  premises  and  the
covenants  contained  herein  and other  good and  valuable  consideration,  the
receipt and  sufficiency  of which are hereby  acknowledged,  the parties hereto
agree as follows:

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

     "Closing" and "Closing Date" shall have the meanings ascribed to such terms
in Section 1.3 herein.

     "Commission" shall mean the Securities and Exchange Commission or any other
federal agency at the time administering the Securities Act.

                                   Ex. 10.1-1
<PAGE>
     "Common Stock" shall mean the common stock,  par value $.001 per share,  of
the Company.

     "Holder"   and   "Holders"   shall   include  an  Investor  or   Investors,
respectively,  and any  transferee of the Notes,  the Warrants or the Underlying
Shares which have been transferred in compliance thereof.

     "Maturity  Date" shall mean the 185th day following  the Closing Date,  the
date upon  which the Notes  mature and the  principal  thereof  becomes  due and
payable.

     "Regulation  D" shall mean  Regulation  D as  promulgated  pursuant  to the
Securities Act, and as subsequently amended.

     "Securities" shall mean the Notes, the Warrants and the ESI Warrants.

     "Securities  Act" or "Act"  shall  mean  the  Securities  Act of  1933,  as
amended.

                                    ARTICLE I

                   PURCHASE AND SALE OF THE STOCK AND WARRANTS

     Section 1.1 PURCHASE AND SALE.

          (a) Upon the following terms and  conditions,  the Company shall issue
and sell to each  Investor  listed on SCHEDULE I  severally,  and each  Investor
listed on SCHEDULE I severally  shall  purchase from the Company,  the aggregate
principal amount of Notes and the number of Investor Warrants  indicated next to
such Investor's name on SCHEDULE I attached hereto.

          (b)  In  consideration   for  its  services  in  connection  with  the
transactions  contemplated by this  Agreement,  the Company shall (i) pay Equity
Securities  Incorporated  ("ESI") a cash payment  equal to three percent (3%) of
the aggregate principal amount of the Notes sold hereunder (the "CASH PAYMENT"),
and (ii) a Warrant to purchase  100,000  Warrant  Shares at a per share exercise
price of  $0.50,  in  identical  form  and  substance  of  EXHIBIT  A (the  "ESI
WARRANTS").

     Section 1.2 PURCHASE PRICE.  The purchase price for the Notes shall be 100%
of the  principal  amount  thereof (the "NOTE  PURCHASE  PRICE").  Each Investor
listed on SCHEDULE I will also receive Warrants to purchase their pro rata share
of the Warrant Shares.

     Section 1.3 THE CLOSING.

          (a) The  closing of the  purchase  and sale of the Notes and  Investor
Warrants  and the payment of the Cash  Payment and  issuance of the ESI Warrants
(the "CLOSING"),  shall take place by facsimile  transmission of signature pages
to each of the documents contemplated by this Agreement, following acceptance by
the Company of subscriptions  for Notes,  which acceptance shall not occur until
the  conditions  set forth in Article V hereof  shall be  fulfilled or waived in
accordance herewith.  The date on which the Closing occurs is referred to herein
as the "CLOSING DATE."

                                   Ex. 10.1-2
<PAGE>
          (b) On the Closing  Date,  the Company  shall deliver to each Investor
the Security Agreement,  the Notes and corresponding Investor Warrants purchased
hereunder by such  Investor  registered in the name of such  Investor,  and such
Investor  shall  deliver to the Company the purchase  price for the Warrants and
Notes  purchased  by such  Investor  hereunder by wire  transfer in  immediately
available  funds to an  account  designated  in  writing  not less  than two (2)
business days prior to the Closing Date by the Company.  Upon the  occurrence of
the foregoing events, the Company shall forthwith pay the Cash Payment and issue
the ESI Warrants to ESI In  addition,  each party shall  deliver all  documents,
instruments and writings required to be delivered by such party pursuant to this
Agreement at or prior to the Closing Date.

                                   ARTICLE II

                         REPRESENTATIONS AND WARRANTIES

     Section 2.1  REPRESENTATIONS  AND  WARRANTIES  OF THE COMPANY.  The Company
hereby  makes  the  following  representations  and  warranties  to  each of the
Investors from and as of the date hereof through the Closing Date:

          (a)  ORGANIZATION  AND  QUALIFICATION;  MATERIAL  ADVERSE EFFECT.  The
Company is a corporation  duly organized,  validly existing and in good standing
under the laws of the State of  Nevada.  Except for the  Company's  subsidiaries
disclosed  in its Form 10-KSB for the fiscal  year ended  August 31, 2001 or its
subsequently filed Form 10-QSBs (the "COMPANY SEC FILINGS"),  there are no other
corporations  or  other  entities  (including  partnerships,  limited  liability
companies and joint  ventures) in which the Company  directly or indirectly owns
at least a majority of the voting power  represented by the outstanding  capital
stock or other voting securities or interests having voting power under ordinary
circumstances  to elect a majority of the  directors  or similar  members of the
governing  body, or otherwise to direct the  management  and  policies,  of such
corporation or entity. The Company has the requisite  corporate power to own its
properties and to carry on its business as now being  conducted.  The Company is
duly  qualified as a foreign  corporation to do business and is in good standing
in every  jurisdiction in which the nature of the business conducted or property
owned by it makes  such  qualification  necessary  other than those in which the
failure  so to qualify  would  not,  individually  or in the  aggregate,  have a
Material Adverse Effect.  "MATERIAL  ADVERSE EFFECT" means any adverse effect on
the business, operations,  properties,  prospects, or financial condition of the
entity  with  respect to which such term is used and which is  material  to such
entity and other entities  controlling or controlled by such entity,  taken as a
whole, and any material adverse effect on the  transactions  contemplated  under
the Agreement or any other agreement or document contemplated hereby.

          (b)  AUTHORIZATION;  ENFORCEMENT.  (i) The Company  has the  requisite
corporate  power and authority to enter into and perform this  Agreement and the
Security  Agreement and to issue the  Securities  in  accordance  with the terms
hereof, the terms of the Notes and the terms of the Investor Warrants,  (ii) the
execution and delivery of this Agreement by the Company and the  consummation by
it of the transactions  contemplated hereby and thereby,  including the issuance
of the Notes, the Investor  Warrants and the ESI Warrants in accordance with the

                                   Ex. 10.1-3
<PAGE>
terms of this  Agreement and the shares of Common Stock  underlying the Investor
Warrants  and the  ESI  Warrants  (the  "UNDERLYING  SHARES"),  have  been  duly
authorized by all necessary  action,  and no further consent or authorization of
the  Company  is  required,  (iii) this  Agreement  has been duly  executed  and
delivered by the  Company,  and (iv) each of this  Agreement,  the Notes and the
Investor  Warrants  and the ESI  Warrants  constitutes  the  valid  and  binding
obligation of the Company enforceable against the Company in accordance with its
terms,  except as the  enforceability  thereof  may be  limited  by  bankruptcy,
insolvency,  reorganization  or similar  laws  relating  to the  enforcement  of
creditors' rights generally and by general principles of equity.

          (c) CAPITALIZATION. SCHEDULE 2.1(C) sets forth the outstanding capital
stock of the Company.  The issued and outstanding shares of capital stock of the
Company have been validly issued and are fully paid and  non-assessable.  Except
as set forth on SCHEDULE  2.1(C),  there are no outstanding  options,  warrants,
rights to  subscribe  for,  calls or  commitments  of any  character  whatsoever
relating to, or securities  or rights  exchangeable  or  convertible  into,  any
ownership interest in the Company.

          (d) ISSUANCE OF NOTES, INVESTOR WARRANTS AND ESI WARRANTS.  The Notes,
Investor  Warrants and ESI Warrants ( the Investor Warrants and ESI Warrants are
sometimes collectively referred to herein as the "WARRANTS") are duly authorized
and the Underlying Shares will be, as of the Closing Date, reserved for issuance
and,  upon exercise in accordance  with terms of the  Warrants,  the  Underlying
Shares will be validly issued, fully paid and non-assessable,  free and clear of
any and all liens, claims and encumbrances.

          (e) NO CONFLICTS.  The  execution,  delivery and  performance  of this
Agreement,  the Security Agreement,  the Notes and the Investor Warrants and the
ESI  Warrants  by  the  Company  and  the  consummation  by the  Company  of the
transactions contemplated hereby and thereby do not and will not (i) result in a
violation of the organizational  documents,  as amended,  of the Company or (ii)
conflict  with,  or constitute a default (or an event which with notice or lapse
of time or both would become a default)  under,  or give to others any rights of
termination,   amendment,   acceleration  or  cancellation  of,  any  agreement,
indenture, patent, patent license or instrument to which the Company is a party,
or result in a violation of any  Federal,  state,  local or foreign  law,  rule,
regulation,  order,  judgment or decree (including  Federal and state securities
laws and  regulations)  applicable  to the  Company or by which any  property or
asset  of  the  Company  is  bound   (except  for  such   conflicts,   defaults,
terminations,  amendments, accelerations,  cancellations and violations as would
not,  individually  or in  the  aggregate,  have  a  Material  Adverse  Effect);
provided,  that, for purposes of such representation as to Federal, state, local
or foreign  law,  rule or  regulation,  no  representation  is made  herein with
respect to any of the same  applicable  solely to the  Investors  and not to the
Company. The business of the Company has not been, is not now being conducted in
violation of any law, ordinance or regulation of any governmental entity, except
for violations  which either singly or in the aggregate do not and will not have
a Material  Adverse  Effect.  The Company is not required under Federal,  state,
local or foreign law, rule or regulation to obtain any consent, authorization or
order of, or to make any filing or registration  with, any court or governmental
agency in order for it to  execute,  deliver or perform  any of its  obligations
under this Agreement,  the Security Agreement,  the Notes, the Investor Warrants
or the ESI Warrants or issue and sell the Notes or such  Warrants in  accordance
with the terms  hereof,  the  Underlying  Shares  issuable  upon exercise of the
Warrants,  provided  that,  for  purposes  of the  representation  made  in this

                                   Ex. 10.1-4
<PAGE>
sentence,  the Company is assuming and relying upon the accuracy of the relevant
representations and agreements of the Investors herein.

          (f) NO MATERIAL  ADVERSE  CHANGE.  Since  February 28, 2002,  the date
through which the most recent  unaudited  financial  statements  (the "FINANCIAL
STATEMENTS")  of the  Company  have been  prepared,  a copy of which is attached
hereto as SCHEDULE  2.1(F),  no event which,  individually  or in the aggregate,
when  considered  with any other  event,  had or is  likely  to have a  Material
Adverse  Effect has occurred or exists with  respect to the  Company,  except as
otherwise  disclosed  or reflected  in  Financial  Statements,  and as otherwise
provided to the Investors prior to the date hereof.

          (g) NO UNDISCLOSED LIABILITIES. Except as set forth on SCHEDULE 2.1(G)
or in the SEC Filings,  the Company does not have any liabilities or obligations
not disclosed in the Financial Statements, other than those liabilities incurred
in the ordinary  course of its  respective  business since February 28, 2002, or
liabilities or obligations,  individually  or in the aggregate,  which do not or
would not have a Material Adverse Effect on the Company.

          (h) NO GENERAL SOLICITATION. Neither the Company nor, to the Company's
knowledge, any of its affiliates or any person acting on its or their behalf has
engaged in any form of general  solicitation or general  advertising (within the
meaning of Regulation D) in connection with the offer or sale of the Securities.

          (i) INTELLECTUAL  PROPERTY.  Except as set forth on SCHEDULE 2.1(I) or
in the SEC Filings,  the Company owns, or has legal and valid rights by license,
lease, or other agreement to use, all  trademarks,  trade names,  service marks,
Internet domain names, logos, assumed names, copyrights, patents, trade secrets,
software,  databases and names, likenesses and other information concerning real
persons,  and all registrations  and applications  therefor  (collectively,  the
"INTELLECTUAL  PROPERTY  RIGHTS")  which are used or are needed to  conduct  its
business  as it is now being  conducted  or as  proposed  to be  conducted.  The
Company has no reason to believe that the Intellectual  Property Rights owned or
used by the  Company  are  invalid  or  unenforceable  or  that  the use of such
Intellectual Property Rights by the Company infringes upon or conflicts with any
right of any third  party,  and the Company has no knowledge of a basis for such
claim  or has  received  notice  of  any  such  infringement  or  conflict.  All
registrations and applications for material  Intellectual  Property Rights owned
by the Company are valid and subsisting, and standing in the record ownership of
the Company. There are no settlements, consents, agreements to forebear or other
similar  agreements  or  arrangements  to  which  the  Company  is  bound  which
materially  affects its rights to own, use or enforce any Intellectual  Property
Rights.

          (j) NO  LITIGATION.  Except as set forth on SCHEDULE  2.1(J) or in the
SEC Filings,  no litigation or claim  (including those for unpaid taxes) against
the Company is pending or, to the Company's knowledge,  threatened, and no other
event has occurred,  which if determined adversely would have a Material Adverse
Effect on the Company,  or would  materially  adversely  effect the transactions
contemplated hereby.

          (k) BROKERS.  Except for  consideration  due to ESI as set forth under
this  Agreement,  the Company  has taken no action  which would give rise to any
claim by any person for brokerage commissions, finder's fees or similar payments

                                   Ex. 10.1-5
<PAGE>
by the  Company  relating to this  Agreement  or the  transactions  contemplated
hereby or thereby.

     Section 2.2  REPRESENTATIONS  AND WARRANTIES OF THE INVESTORS.  Each of the
Investors, severally and not jointly, hereby makes the following representations
and warranties to the Company as of the date hereof and on the Closing Date:

          (a)  AUTHORIZATION;  ENFORCEMENT.  (i) Such Investor has the requisite
power and authority,  or the legal  capacity,  as the case may be, to enter into
and perform this  Agreement  and to purchase the  Securities  being sold to such
Investor  hereunder,  (ii) the execution and delivery of this  Agreement by such
Investor and the consummation by it of the transactions contemplated hereby have
been duly  authorized  by all  necessary  corporate or  partnership  action,  as
required,  and (iii) this Agreement constitutes the valid and binding obligation
of such Investor  enforceable  against such  Investor in  accordance  its terms,
except  as  such  enforceability  may  be  limited  by  applicable   bankruptcy,
insolvency, reorganization, moratorium, liquidation or similar laws relating to,
or affecting  generally the enforcement of creditors'  rights and remedies or by
other equitable principles of general application.

          (b) NO CONFLICTS.  The  execution,  delivery and  performance  of this
Agreement and the consummation by such Investor of the transactions contemplated
hereby  do not and  will  not  (i)  result  in a  violation  of such  Investor's
organizational  documents,  or (ii) conflict with any agreement,  indenture,  or
instrument to which such Investor is a party,  or (iii) result in a violation of
any law,  rule, or  regulation or any order,  judgment or decree of any court or
governmental  agency applicable to such Investor.  Such Investor is not required
to obtain any consent or authorization  of any governmental  agency in order for
it to perform its obligations under this Agreement.

          (c)  INVESTMENT  REPRESENTATION.   Such  Investor  is  purchasing  the
securities  purchased  hereunder  for its  own  account  and not  with a view to
distribution  in violation of any securities  laws. With respect to the purchase
of the  securities  pursuant  to this  Agreement,  Investor  is not acting as an
"underwriter" within the meaning of Section 2(a)(11) of the Securities Act. Such
Investor has no present intention to sell the securities purchased hereunder and
such  Investor has no present  arrangement  (whether or not legally  binding) to
sell the  Securities  purchased  hereunder  to or through  any person or entity;
provided,  however,  that by the representations  herein, such Investor does not
agree to hold any of the  Securities  for any minimum or other specific term and
reserves the right to dispose of any of the Securities at any time in accordance
with Federal and state securities laws applicable to such disposition.

          (d) ACCREDITED INVESTOR.  Such Investor is an "ACCREDITED INVESTOR" as
defined in Rule 501  promulgated  under the Act. The Investor has such knowledge
and experience in financial and business  matters in general and  investments in
particular, so that such Investor is able to evaluate the merits and risks of an
investment  in the  securities  purchased  hereunder  and  to  protect  its  own
interests in connection with such investment.  In addition (but without limiting
the effect of the Company's  representations  and warranties  contained herein),
such  Investor  has  received  such  information  as it  considers  necessary or
appropriate for deciding whether to purchase the Securities purchased hereunder.

                                   Ex. 10.1-6
<PAGE>
          (e) RULE  144.  Such  Investor  understands  that  there is no  public
trading market for the Notes or the Warrants,  that none is expected to develop,
and that the  Notes  and the  Warrants  must be held  indefinitely  unless  such
securities are registered  under the Act or an exemption  from  registration  is
available.  Such Investor  understands  that any  Underlying  Shares issued upon
exercise of the Warrants must be held  indefinitely  unless such  securities are
registered  under the Act or an exemption from  registration is available.  Such
Investor has been advised or is aware of the provisions of Rule 144  promulgated
under the Act.

          (f)  BROKERS.  Except for  consideration  due to ESI from the Company,
such  Investor  has taken no action  which  would  give rise to any claim by any
person for  brokerage  commissions,  finder's  fees or similar  payments  by the
Company relating to this Agreement or the transactions contemplated hereby.

          (g) RELIANCE BY THE COMPANY.  Such Investor understands that the Notes
and Warrants are being offered and sold in reliance on a transactional exemption
from the registration requirements of Federal and state securities laws and that
the  Company  is relying  upon the truth and  accuracy  of the  representations,
warranties, agreements,  acknowledgments and understandings of such Investor set
forth herein in order to determine the  applicability of such exemptions and the
suitability of such Investor to acquire the Securities.

          (h) NO ASSURANCES OF ADDITIONAL  FINANCING.  Such Investor understands
and acknowledges  that no assurance can be made that the Company will be able to
complete an additional Company Financing or an initial public offering,  or that
the Company will ever  consummate  any merger,  consolidation  or other business
combination with any third party, whether now existing or hereafter formed.

                                   ARTICLE III

                                    COVENANTS

     Section 3.1  CERTIFICATES ON CONVERSION OR EXERCISE.  Upon (i) the exercise
of any Warrants in accordance with the terms of the Warrants,  the Company shall
issue and deliver to such Investor (or the then holder) within five (5) business
days of the exercise date, (x) a Certificate or  Certificates  representing  the
Underlying  Shares  issuable  upon  exercise,  and  (y)  a  new  certificate  or
certificates  for the Warrants of such  Investor (or holder)  which have not yet
been exercised but which are evidenced in part by the  certificate(s)  submitted
to the  Company  in  connection  with  such  exercise  (with  the  number of and
denomination of such new certificate(s) designated by such Investor or holder).

     Section 3.2 REPLACEMENT CERTIFICATES.  The certificate(s)  representing the
Notes,  the  Underlying  Shares or the  Warrants  held by any  Investor (or then
holder) may be exchanged by such  Investor (or such holder) at any time and from
time to time for certificates with different denominations representing an equal
amount  of  Notes or an  equal  number  of  Warrants,  as the  case  may be,  as

                                   Ex. 10.1-7
<PAGE>
reasonably  requested by such  Investor (or such holder) upon  surrendering  the
same.  No  service  charge  will be made  for  such  registration,  transfer  or
exchange.

     Section 3.3 NOTICES. The Company agrees to provide all holders of Notes and
all holders of Warrants with copies of all notices and  information,  including,
without  limitation,  notices  and  proxy  statements  in  connection  with  any
meetings,  that are provided to the holders of Underlying Shares in the Company,
contemporaneously  with the  delivery  of such  notices or  information  to such
existing members.

     Section 3.4 RESERVATION OF UNDERLYING  SHARES  ISSUABLE UPON EXERCISE.  The
Company shall at all times reserve and keep available, solely for the purpose of
affecting  the exercise of the  Warrants,  such number of  Underlying  Shares as
shall from time to time be sufficient to effect the exercise of all  outstanding
Warrants.

     Section 3.5 NO  IMPAIRMENT.  The  Company  will not,  by  amendment  of its
organizational  documents  or through  any  reorganization,  transfer of assets,
consolidation,  merger,  dissolution,  issue or sale of securities, or any other
voluntary action, avoid or seek to avoid the observance or performance of any of
the terms to be observed or performed by it under this Agreement,  the Notes and
the Warrants,  but will at all times in good faith assist in the carrying out of
all the provisions of such agreements and instruments.

                                   ARTICLE IV

                                   CONDITIONS

     Section 4.1 CONDITIONS  PRECEDENT TO THE OBLIGATION OF THE COMPANY TO ISSUE
AND SELL THE NOTES, INVESTOR WARRANTS AND ESI WARRANTS. The obligation hereunder
of the  Company  to issue  and sell  the  Notes  and  Investor  Warrants  to the
Investors  and pay the Cash Payment and issue the ESI Warrants to ESI is subject
to the  satisfaction,  at or before the Closing Date, of each of the  conditions
set forth below.  These conditions are for the Company's sole benefit and may be
waived by the Company at any time in its sole discretion.

          (a) ACCURACY OF THE INVESTORS'  REPRESENTATIONS  AND  WARRANTIES.  The
representations and warranties of each Investor shall be true and correct in all
material  respects as of the date when made and as of the Closing Date as though
made at that time (except for  representations and warranties that speak as of a
particular date, which shall be true and correct in all material  respects as of
such other date).

          (b)  PERFORMANCE BY THE INVESTORS.  Each Investor shall have performed
all agreements and satisfied all conditions  required  hereby to be performed or
satisfied by such Investor at or prior to the Closing Date.

          (c) NO INJUNCTION.  No statute,  rule,  regulation,  executive  order,
decree,  ruling or injunction shall have been enacted,  entered,  promulgated or
endorsed by any court or governmental  authority of competent jurisdiction which
prohibits  the  consummation  of any of the  transactions  contemplated  by this
Agreement.

                                   Ex. 10.1-8
<PAGE>
          (d)   APPROVALS.   The  Company  shall  have  obtained  the  requisite
consents/approvals  with  respect  to  the  transactions  contemplated  by  this
Agreement in accordance with the Company's organizational documents,  including,
without limitation, receipt of approval of the Company's board of directors.

     Section 4.2  CONDITIONS  PRECEDENT TO THE  OBLIGATION  OF THE  INVESTORS TO
PURCHASE THE NOTES AND THE WARRANTS.  The obligation  hereunder of each Investor
to acquire and pay for the Notes and Warrants is subject to the satisfaction, at
or before the Closing Date,  of each of the  conditions  set forth below.  These
conditions  are for each  Investor's  sole  benefit  and may be  waived  by each
Investor at any time in its sole discretion.

          (a) ACCURACY OF THE  COMPANY'S  REPRESENTATIONS  AND  WARRANTIES.  The
representation  and  warranties  of the Company shall be true and correct in all
material  respects as of the date when made and as of the Closing Date as though
made at that time (except for  representations and warranties that speak as of a
particular  date which shall be true and correct in all material  respects as of
such other date),  and except that all  representations  and warranties  that by
their  terms are  qualified  by  reference  to  "materiality"  or to a "Material
Adverse Effect" shall be, or have been, true and correct in all respects.

          (b)  PERFORMANCE BY THE COMPANY.  The Company shall have performed all
agreements and satisfied all conditions required to be performed or satisfied by
the Company at or prior to the Closing Date.

          (c) NO INJUNCTION.  No statute,  rule,  regulation,  executive  order,
decree,  ruling or injunction shall have been enacted,  entered,  promulgated or
endorsed by any court or governmental  authority or competent jurisdiction which
prohibits  the  consummation  of any of the  transactions  contemplated  by this
Agreement.

          (d) OFFICER'S  CERTIFICATE.  The Company  shall have  delivered to the
Investors a certificate  in form and substance  reasonably  satisfactory  to the
Investors, executed by the Secretary or an Assistant Secretary of the Company on
behalf  of the  Company,  certifying  as to  the  satisfaction  of  all  closing
conditions,  incumbency of signing officers,  charter, Bylaws, good standing and
authorizing resolutions of the Company.

                                    ARTICLE V

                                LEGEND AND STOCK

     Each  certificate  representing  the Notes, the Warrants and the Underlying
Shares shall be stamped or otherwise  imprinted with a legend  substantially  in
the following form:

     THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "SECURITIES ACT"), AND THEY MAY NOT BE OFFERED,  SOLD,  PLEDGED,
HYPOTHECATED,  ASSIGNED OR  TRANSFERRED  EXCEPT (I)  PURSUANT TO A  REGISTRATION
STATEMENT  UNDER THE  SECURITIES  ACT WHICH HAS BECOME  EFFECTIVE AND IS CURRENT
WITH RESPECT TO THESE  SECURITIES OR (II) PURSUANT TO A SPECIFIC  EXEMPTION FROM
REGISTRATION  UNDER THE  SECURITIES  ACT,  BUT ONLY UPON A HOLDER  HEREOF  FIRST

                                   Ex. 10.1-9
<PAGE>
HAVING  OBTAINED THE WRITTEN  OPINION OF COUNSEL  REASONABLY  ACCEPTABLE  TO THE
ISSUER  THAT  THE  PROPOSED   DISPOSITION  IS  CONSISTENT  WITH  ALL  APPLICABLE
PROVISIONS OF THE SECURITIES ACT AS WELL AS ANY APPLICABLE "BLUE SKY" OR SIMILAR
SECURITIES LAW.

                                   ARTICLE VI

                                   TERMINATION

     Section 6.1 TERMINATION BY MUTUAL CONSENT. This Agreement may be terminated
at any time  prior to the  Closing  Date by the  mutual  written  consent of the
Company and the Investors.

     Section 6.2 OTHER  TERMINATION.  This  Agreement  may be  terminated by the
Company or by any of the  Investors  at any time if the  Closing  Date shall not
have occurred by the fifth  business day  following the date of this  Agreement;
provided, however, that the right to terminate this Agreement under this Section
6.2 shall not be available to any party whose failure to fulfill any  obligation
under this  Agreement  has been the cause of, or resulted in, the failure of the
Closing Date to have occurred on or prior to such date.

                                   ARTICLE VII

                                  MISCELLANEOUS

     Section 7.1 STAMP TAXES;  AGENT FEES.  The Company  shall pay all stamp and
other taxes and duties levied in  connection  with the issuance of the Notes and
the Warrants pursuant hereto,  and the Underlying Shares issued upon exercise of
the Warrants.

     Section 7.2 SPECIFIC ENFORCEMENT; CONSENT TO JURISDICTION.

          (a)  The  Company  and  the  Investors   acknowledge  and  agree  that
irreparable  damage would occur in the event that any of the  provisions of this
Agreement  were not performed in accordance  with their  specific  terms or were
otherwise breached.  It is accordingly agreed that the parties shall be entitled
to an injunction or injunctions to prevent or cure breaches of the provisions of
this Agreement and to enforce specifically the terms and provisions hereof, this
being in  addition  to any other  remedy to which any of them may be entitled by
law or equity.

          (b) The  Company  and each of the  Investors  (i)  hereby  irrevocably
submits to the exclusive  jurisdiction of the United States District Court,  the
Arizona State courts and other courts of the United  States  sitting in Maricopa
County,  Arizona for the purposes of any suit, action or proceeding  arising out
of or  relating to this  Agreement  and (ii)  hereby  waives,  and agrees not to
assert  in any  such  suit,  action  or  proceeding,  any  claim  that it is not
personally  subject to the jurisdiction of such court,  that the suit, action or
proceeding  is brought in an  inconvenient  forum or that the venue of the suit,
action or proceeding is improper. The Company and each of the Investors consents

                                  Ex. 10.1-10
<PAGE>
to process being served in any such suit, action or proceeding by mailing a copy
thereof  to such party at the  address  in effect  for  notices to it under this
Agreement  and agrees that such service  shall  constitute  good and  sufficient
service of process and notice thereof. Nothing in this paragraph shall affect or
limit any right to serve process in any other manner permitted by law.

     Section 7.3 ENTIRE AGREEMENT;  AMENDMENT.  This Agreement together with the
agreements and documents  executed in connection  herewith,  contains the entire
understanding  of the parties  with respect to the matters  covered  hereby and,
except as  specifically  set forth herein,  neither the Company nor any Investor
makes any representation, warranty, covenant or undertaking with respect to such
matters. No provision of this Agreement may be waived or amended other than by a
written  instrument  signed by the party  against whom  enforcement  of any such
amendment or waiver is sought.

     Section 7.4 NOTICES. Any notices, consents, waivers or other communications
required or permitted to be given under the terms of this  Agreement  must be in
writing  and will be deemed  to have  been  delivered:  (i) upon  receipt,  when
delivered  personally;  (ii)  upon  receipt,  when sent by  facsimile  (provided
confirmation of transmission  is  mechanically or  electronically  generated and
kept on file by the sending party); or (iii) one business day after deposit with
a  nationally  recognized  overnight  delivery  service,  in each case  properly
addressed to the party to receive the same. The addresses and facsimile  numbers
for such communications shall be:

         to the Company:     BestNet Communications Corp.
                             5075 East Cascade Road, Suite K
                             Grand Rapids, Michigan  49546
                             Telephone: (616) 977-9933
                             Facsimile: (616) 977-9955
                             Attn: Robert A. Blanchard

         with copies to:     Squire, Sanders & Dempsey L.L.P.
                             Two Renaissance Square
                             40 North Central Avenue, Suite 2700
                             Phoenix, Arizona  85004-4498
                             Telephone: 602-528-4134
                             Facsimile: 602-253-8129
                             Attn: Gregory R. Hall, Esq.

         to the Investors:   To each Investor with a copy to its counsel
                             at the addresses set forth on SCHEDULE I of
                             this Agreement.

Any party  hereto may from time to time change its address for notices by giving
at least  five (5) days  written  notice of such  changed  address  to the other
parties  hereto.  Written  confirmation of receipt (A) given by the recipient of
such  notice,  consent,  waiver  or other  communication,  (B)  mechanically  or
electronically  generated by the sender's facsimile machine containing the time,

                                  Ex. 10.1-11
<PAGE>
date,  recipient  facsimile  number  and an  image  of the  first  page  of such
transmission  or (C)  provided by a  nationally  recognized  overnight  delivery
service shall be rebuttable  evidence of personal service,  receipt by facsimile
or receipt from a nationally recognized overnight delivery service in accordance
with clause (i), (ii) or (iii) above.

     Section 7.5 INDEMNITY. Each party shall indemnify, defend and hold harmless
each  other  party  against  any loss,  cost or  damages  (including  reasonable
attorney's   fees)  incurred  as  a  result  of  such  parties'  breach  of  any
representation, warranty, covenant or agreement in this Agreement.

     Section 7.6 WAIVERS.  No waiver by any party of any default with respect to
any provision,  condition or requirement of this Agreement shall be deemed to be
a continuing waiver in the future or a waiver of any other provision,  condition
or requirement  hereof, nor shall any delay or omission of any party to exercise
any right hereunder in any manner impair the exercise of any such right accruing
to it thereafter.

     Section 7.7 HEADINGS.  The headings herein are for convenience only, do not
constitute a part of this  Agreement  and shall not be deemed to limit or affect
any of the provisions hereof.

     Section 7.8 SUCCESSORS AND ASSIGNS.  Except as otherwise  provided  herein,
this Agreement shall be binding upon and inure to the benefit of the parties and
their  successors  and  permitted  assigns.  The  parties  hereto may amend this
Agreement  without notice to or the consent of any third party.  The Company may
not assign this  Agreement or any rights or  obligations  hereunder  without the
prior written consent of such Investors  holding a majority in principal  amount
of the Notes  (which  consent  may be  withheld  for any  reason  in their  sole
discretion),  except that the Company may assign this  Agreement  in  connection
with  a  merger,  consolidation,  business  combination  or the  sale  of all or
substantially  all of its assets  provided that the Company is not released from
any of its obligations hereunder, such successor in interest or assignee assumes
all  obligations of the Company  hereunder,  and  appropriate  adjustment of the
provisions  contained in this  Agreement,  the Notes and the Warrant is made, in
form and  substance  satisfactory  to the  Investors,  to place the Investors in
substantially the same position as they would have been but for such assignment.
No  Investor  may assign this  Agreement  (in whole or in part) or any rights or
obligations hereunder without the Company's prior written consent (which consent
may be withheld for any reason in their sole discretion).

     Section 7.9 NO THIRD PARTY  BENEFICIARIES.  This  Agreement is intended for
the benefit of the parties hereto and their respective  permitted successors and
assigns and is not for the benefit of, nor may any provision  hereof be enforced
by, any other person.

     Section  7.10  GOVERNING  LAW.  This  Agreement  shall be  governed  by and
construed  and enforced in  accordance  with the  internal  laws of the State of
Arizona without regard to such State's principles of conflict of laws.

     Section  7.11  SURVIVAL.   The   representations  and  warranties  and  the
agreements and covenants of the Company and each Investor contained herein shall
survive the Closing.

                                  Ex. 10.1-12
<PAGE>
     Section  7.12  EXECUTION.  This  Agreement  may be  executed in two or more
counterparts,  all of which shall be considered one and the same  agreement,  it
being understood that all parties need not sign the same counterpart.

     Section 7.13 PUBLICITY.  The Company agrees that it will not include in any
public  announcement  the name of any Investor  without its consent,  unless and
until such disclosure is required by law or applicable regulation, and then only
to the extent of such requirement.

     Section  7.14  SEVERABILITY.  The  parties  acknowledge  and agree that all
representations, warranties, covenants and agreements of the Investors hereunder
are several and not joint,  that no Investor  shall have any  responsibility  or
liability for the representations,  warrants,  agreements,  acts or omissions of
any other Investor,  and that any rights granted to "Investors"  hereunder shall
be enforceable by each Investor hereunder.

     Section 7.15 LIKE TREATMENT OF HOLDERS.  Neither the Company nor any of its
affiliates  shall,  directly  or  indirectly,  pay  or  cause  to  be  paid  any
consideration,  whether by way of interest,  fee,  payment for the redemption or
exchange of Securities, or otherwise, to any holder of Securities,  for or as an
inducement to, or in connection with the solicitation of, any consent, waiver or
amendment of any terms or provisions of the Securities or this Agreement, unless
such  consideration is required to be paid to all holders of Securities bound by
such consent,  waiver or amendment whether or not such holders so consent, waive
or agree to amend and whether or not such holders  tender their  Securities  for
redemption or exchange.  The Company shall not,  directly or indirectly,  redeem
any  Securities  unless such offer of redemption is made pro rata to all holders
of Securities on identical terms.

     Section 7.16  EXPENSES.  Each party shall pay its own expenses  incident to
the preparation and performance of this Agreement and the documents provided for
herein.

                                  Ex. 10.1-13
<PAGE>
     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
duly executed as of the date first above written.

                                   BESTNET COMMUNICATIONS CORP.,
                                   a Nevada corporation

                                   By:
                                       -----------------------------------------
                                       ROBERT A. BLANCHARD
                                       President & CEO


                                   INVESTORS:


                                   By:
                                       -----------------------------------------
                                       MORGAN E. NORTH
                                       Title:


                                   By:
                                       -----------------------------------------
                                       BAVISPE LIMITED PARTNERSHIP
                                       Title:


                                   By:
                                       -----------------------------------------
                                       WILLIAM HOLDREN
                                       Title:


                                   By:
                                       -----------------------------------------
                                       ANTHONY SILVERMAN
                                       Title:


                                   By:
                                       -----------------------------------------
                                       JEFFREY SILVERMAN
                                       Title:


                                   By:
                                       -----------------------------------------
                                       RON COCCIMIGILO
                                       Title:

                                  Ex. 10.1-14
<PAGE>
                                   SCHEDULE I

<TABLE>
<CAPTION>
  NAME AND ADDRESS OF                  NAME AND ADDRESS                 PURCHASE         NO. OF         NO. OF
      INVESTOR (1)                    OF REPRESENTATIVE                   PRICE          SHARES        WARRANTS
      ------------                    -----------------                   -----          ------        --------
<S>                           <C>                                       <C>              <C>            <C>
Morgan E. North               Equity Securities Investments,
400 E. 38th Street            14901 N. Scottsdale Rd., Suite 100
Tucson, AZ 85713              Scottsdale, AZ 85254                      $100,000         250,000        125,000

Bavispe Limited Partner       Equity Securities Investments,
6711 E. Camino Principal      14901 N. Scottsdale Rd., Suite 100
Tucson, AZ 85715              Scottsdale, AZ 85254                      $100,000         250,000        125,000

William Holdren               Equity Securities Investments,
7465 E. Stone Creek Ln.       14901 N. Scottsdale Rd., Suite 100
Anaheim, CA 92808             Scottsdale, AZ 85254                      $100,000         250,000        125,000

Anthony Silverman             Equity Securities Investments,
14901 N. Scottsdale Rd.       14901 N. Scottsdale Rd., Suite 100
Scottsdale, AZ 85254          Scottsdale, AZ 85254                      $400,000       1,000,000        500,000

Jeffrey Silverman             Equity Securities Investments,
2999 N. 44th St.              14901 N. Scottsdale Rd., Suite 100
Phoenix, AZ 85018             Scottsdale, AZ 85254                      $ 50,000         125,000         62,500

Ron Coccimigilo               Equity Securities Investments,
68 Sherburne Hill Rd.         14901 N. Scottsdale Rd., Suite 100
Danville, CA 94546            Scottsdale, AZ 85254                      $ 50,000         125,000         62,500
</TABLE>

                                  Ex. 10.1-15
<PAGE>
                             EXHIBITS AND SCHEDULES


               Exhibit A                     Form of Notes
               Exhibit B                     Form of Security Agreement
               Exhibit C                     Form of Warrant

                                  Ex. 10.1-16
<PAGE>
                                    EXHIBIT A

                                 PROMISSORY NOTE

THE SECURITIES  EVIDENCED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED  UNDER THE
SECURITIES  ACT OF 1933,  AS  AMENDED  (THE  "ACT"),  AND HAVE  BEEN  TAKEN  FOR
INVESTMENT PURPOSES ONLY, AND NOT WITH A VIEW TO THE DISTRIBUTION  THEREOF, AND,
EXCEPT AS STATED IN THE NOTE AND WARRANT  PURCHASE  AGREEMENT  DATED APRIL 23rd,
2002,  PURSUANT TO WHICH SUCH SECURITIES WERE ISSUED, SUCH SECURITIES MAY NOT BE
SOLD, PLEDGED OR TRANSFERRED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT
OR  REGULATION A  NOTIFICATION  UNDER THE ACT COVERING  SUCH  SECURITIES  OR THE
COMPANY  RECEIVES AN OPINION OF COUNSEL  (WHICH MAY BE COUNSEL FOR THE COMPANY),
REASONABLY  SATISFACTORY  IN FORM AND CONTENT TO THE COMPANY,  STATING THAT SUCH
SALE OR  TRANSFER  IS  EXEMPT  FROM THE  REGISTRATION  AND  PROSPECTUS  DELIVERY
REQUIREMENTS OF THE ACT.

$800,000 April 23rd, 2002                                       Grand Rapids, MI

                  8% SENIOR SECURED CONVERTIBLE PROMISSORY NOTE

     FOR VALUE RECEIVED, BESTNET COMMUNICATIONS CORP., a Nevada corporation (the
"COMPANY"), hereby promises to pay to the order of _________________ ("HOLDER"),
or Holder's  registered  assigns,  the principal  sum of Eight Hundred  Thousand
Dollars  ($800,000) or, if less, the aggregate unpaid principal amount this Note
on the Maturity Date (as defined herein);  together with interest on any and all
principal  amounts remaining unpaid hereunder from time to time outstanding from
the date hereof until payment in full.

     1. NOTE AND WARRANT PURCHASE AGREEMENT. This Note has been issued to Holder
by the Company pursuant to the Note and Warrant Purchase Agreement dated of even
date  herewith  (the "NOTE  PURCHASE  AGREEMENT"),  between  the Company and the
Holder.  Capitalized  terms used  herein but not herein  defined  shall have the
meanings  ascribed  thereto in the Note Purchase  Agreement,  unless the context
otherwise requires.

     2. INTEREST.  Except as otherwise  provided below,  interest will accrue on
the unpaid  principal  balance of this Note outstanding from time to time at the
rate of eight  percent  (8%) per  annum,  calculated  on the basis of the actual
number of days  elapsed  and on the basis of a 360 day year.  Except as provided
herein or in the Note  Purchase  Agreement,  all  accrued  interest on this Note
shall be paid on the 15th day of each month  commencing  June 15th,  2002 and at
maturity.  If the Company  shall  default in the payment of the  principal of or
interest  on this  Note,  the  Company  shall on  demand  from  time to time pay
interest (i) on the amount of such  defaulted  principal and, (ii) to the extent

                                  Ex. 10.1-17
<PAGE>
permitted  by law,  on the amount of such  defaulted  interest up to the date of
actual  payment of such  defaulted  principal  and interest  amounts (as well as
before  judgment),  at a rate per annum equal to seven percent (7%) in excess of
the rate otherwise applicable to such obligations.  In addition,  if the Company
shall  default in the  payment of interest  on this Note,  the Company  shall be
obligated to issue an additional Warrant to purchase additional shares of common
stock,  par value  $.001 per share,  of the  Company  ("Common  Stock") for each
30-day period during which such default  remains  uncured.  The number of shares
subject to such new Warrants  shall be determined on the same basis as set forth
in the Note  Purchase  Agreement  with  regard to the  initial  issuance  of the
Warrants described therein,  and such new Warrants shall be in identical form to
the form of Warrants issued pursuant to the Note Purchase  Agreement,  provided,
however,  that the per share  exercise price of such new Warrants shall be $.01.
In the event the  principal  amount of this Note is converted  into Common Stock
pursuant to Section 7 hereof,  this Note shall accrue no interest and none shall
be payable at the time of such conversion. Warrants in the event of default will
be  issued at a rate of  10,000  per  $100,000  of Note  principle  per month of
default.

     3. PREPAYMENT.  This Note may be prepaid at any time without  penalty.  Any
prepayment  hereunder  shall be  credited  first upon  interest  accrued and the
remainder, if any, upon the outstanding principal amount of this Note.

     4. PAYMENT. The date (the "MATURITY DATE") upon which this Note matures and
the  principal  hereof and all interest  accrued  hereon become due shall be the
earlier of November 1st, 2002 or the Company's  consummation of a debt or equity
financing transaction pursuant to which the Company yields gross proceeds of not
less than $2,000,000 (the "COMPANY FINANCING").

     5. PAYMENTS.  All payments of principal and interest due in respect of this
Note shall be made  without  deduction,  defense,  set off or  counterclaim,  in
lawful  money  of the  United  States  of  America,  and in same day  funds  and
delivered  to the Holder by check to a location as specified by Holder from time
to time,  or at such  other  place as shall be  designated  by  notice  for such
purpose in accordance with the terms of the Note Purchase Agreement.

     6. NOTE. This Note is the Note (as defined in the Note Purchase  Agreement)
referred to in, and is entitled to the benefits of, the Note Purchase Agreement,
which Note Purchase  Agreement,  among other  things,  contains  provisions  for
acceleration of the maturity hereof upon the happening of certain stated events,
for prepayments on account of principal hereof prior to the maturity hereof upon
the terms and conditions therein specified.

     7. CONVERSION BY THE HOLDER.

          (a) RIGHT OF CONVERSION;  CONVERSION PRICE.  Subject to the provisions
in the Note Purchase  Agreement and herein, the Holder shall have the option, on
or prior to the earlier of a Company  Financing or the Maturity Date, to convert
the principal amount of this Note together with accrued but unpaid interest (the

                                  Ex. 10.1-18
<PAGE>
"CONVERSION  AMOUNT"),  into shares of Common Stock of the Company.  Upon notice
from the Company of its election to convert the Note (the "COMPANY NOTICE"), the
Holder shall promptly  surrender this Note to the Company.  The number of shares
of Common Stock  issuable  upon  conversion  of the  Conversion  Amount shall be
determined by dividing the Conversion Amount by $0.40. Any resulting  fractional
shares otherwise  issuable pursuant to such calculation shall be paid in cash to
the Holder in lieu of issuing such  fractional  shares.  The shares  issued upon
conversion  of  the   Conversion   Amount  shall  be  subject  to  an  effective
registration  statement  filed by the Company with the  Securities  and Exchange
Commission  under the Securities Act of 1933, as amended,  prior to the issuance
of such shares.

          (b) ISSUANCE OF SHARES OF COMMON STOCK. Within five (5) days after the
surrender,  as herein provided,  of this Note for conversion,  the Company shall
deliver or cause to be delivered  to or upon the written  order of the Holder of
this Note, certificates  representing the shares of Common Stock into which this
Note may be converted in  accordance  with the  provisions of this Section 7(b).
Such conversion shall be deemed to have been made as of the close of business on
the date of the Company Notice and the person or persons entitled to receive the
shares of Common  Stock upon  conversion  of this Note shall be treated  for all
purposes  as having  become the record  holder or holders of such shares at such
time and such conversion.

     8.  EVENTS OF DEFAULT.  If any event of default set forth below  ("EVENT OF
DEFAULT")  occurs,  the entire  unpaid  principal  balance and accrued  interest
payable hereunder shall automatically become immediately due and payable without
presentment,  demand or notice of any kind,  all of which are  hereby  expressly
waived by the Company:

          (a) If default  shall be made in the due and  punctual  payment of any
principal  of or premium (if any) on, the Note when and as the same shall become
due and  payable,  whether  at  maturity  or a date fixed for  prepayment  or by
declaration  or otherwise,  which default is not cured within fifteen (15) days;
or

          (b) If default  shall be made in the due and  punctual  payment of any
interest on the Note when and as such interest shall become due and payable, and
such default shall have continued for a period of fifteen (15) days; or

          (c) If any  representation or warranty made or deemed to be made by or
on behalf of the  Company in this  Agreement,  the Note or the Warrant or in any
certificate,  statement,  report or other instrument delivered under or pursuant
to any term hereof or thereof  shall prove to have been untrue or  incorrect  in
any material respect as of the date of this Agreement or as of the Closing Date,
or if any  statement,  report,  certificate,  financial  statement  or financial
schedule or other writing or instrument prepared or purporting to be prepared by
the  Company or any  officer  of the  Company  that is  hereafter  furnished  or
delivered in  connection  with or under or pursuant to or  contemplated  by this
Agreement to Buyer shall prove to be untrue or incorrect in any material respect
as of the date it was made, furnished or delivered; or

                                  Ex. 10.1-19
<PAGE>
          (d) If the validity or enforceability  of this Agreement,  the Note or
the Warrant  shall be contested by either the Company or any security  holder of
the Company or any action,  suit or  proceeding  is  commenced  that  alleges or
contends that this Agreement, the Note or the Warrant is no longer in full force
or  effect or is null and void or the  Company  denies  that it has any  further
liability or obligation under this Agreement, the Note or the Warrant; or

          (e) If the Company shall (i) file a petition seeking relief for itself
under  Title 11 of the United  States  Code,  as now  constituted  or  hereafter
amended, or file an answer consenting to, admitting the material allegations of,
or otherwise not controverting,  or fail timely to controvert,  a petition filed
against it seeking  relief  under  Title 11 of the United  States  Code,  as now
constituted  or hereafter  amended,  or (ii) file such a petition or answer with
respect  to relief  under the  provisions  of any other now  existing  or future
applicable bankruptcy,  insolvency, or other similar law of the United States of
America, or State thereof, or of any other country or jurisdiction providing for
the reorganization, winding-up or liquidation of corporations or an arrangement,
composition, extension or adjustment with its creditors; or

          (f) If an order for relief shall be entered  against the Company under
Title 11 of the United States Code,  as now  constituted  or hereafter  amended,
which order is not stayed; or upon the entry of an order,  judgment or decree by
operation of law, or by a court having jurisdiction in the premises which is not
stayed,  adjudging it a bankrupt or insolvent  under, or ordering relief against
it under,  or approving as properly  filed a petition  seeking relief against it
under, the provisions of any other now existing or future applicable bankruptcy,
insolvency  or other  similar  law of the United  States of America or any State
thereof,   or  of  any  other   country  or   jurisdiction   providing  for  the
reorganization,  winding-up or liquidation of corporations  or any  arrangement,
composition,  extension or adjustment with creditors,  or appointing a receiver,
liquidator, assignee,  sequestrator,  trustee or custodian of the Company or any
Subsidiary  or  any   substantial   part  of  its  property,   or  ordering  the
reorganization,  winding-up or liquidation of its affairs or upon the expiration
of thirty  (30) days after the  filing of any  involuntary  petition  against it
seeking any of the relief  specified  in  paragraph  (e) or this  paragraph  (f)
without the petition being dismissed prior to that time; or

          (g) If the Company shall (i) make a general assignment for the benefit
of its creditors,  (ii) consent to the appointment of or taking  possession by a
receiver,  liquidator,  assignee,  sequestrator,  trustee  or  custodian  of the
Company  of all or a  substantial  part of its  property,  or  (iii)  admit  its
insolvency or inability to pay its debts  generally as such debts become due, or
(iv) fail  generally  to pay its debts as such debts become due, or (v) take any
action (or if such action is taken by its directors or stockholders)  looking to
the dissolution or liquidation of the Company; or

                                  Ex. 10.1-20
<PAGE>
     9.  ENFORCEMENT.  If any one or more Events of Default shall have occurred,
the Holder may  proceed to protect  and enforce the rights of the Holder by suit
in equity or action at law or the  employment  of any other  available  right or
remedy,  as the Holder shall deem most effective to protect and enforce any such
rights.  The Company and  endorsers of this Note hereby  consent to renewals and
extensions of time at or after the maturity hereof,  without notice,  and hereby
waive diligence,  presentment,  protest, demand and notice of every kind (except
such notices as may be required under the Note Purchase  Agreement)  and, to the
full extent permitted by law, the right to plead any statute of limitations as a
defense to any demand hereunder.

     10.  NOTE.  This Note is one of the Notes (as defined in the Note  Purchase
Agreement) referred to in, and is entitled to the benefits of, the Note Purchase
Agreement.  This Note is secured by all of the Company's assets,  which security
interest is evidenced by the Security Agreement, and is entitled to the benefits
of such Security Agreement.

     11. WAIVERS AND AMENDMENTS.  The Note Purchase  Agreement and this Note may
be amended only with the written consent of the Holder.

     12.  GOVERNING  LAW.  This Note shall be  governed  by, and  construed  and
enforced in  accordance  with,  the internal  laws (but not the law of choice of
laws) of the State of Arizona.

     IN WITNESS  WHEREOF,  the Company  has caused this Note to be executed  and
delivered by its duly authorized  officer,  as of the day and year first written
above.

                                      BESTNET COMMUNICATIONS CORP.


                                      By:
                                          --------------------------------------
                                          ROBERT A. BLANCHARD
                                          President & CEO

                                  Ex. 10.1-21
<PAGE>
                                    EXHIBIT B

                               SECURITY AGREEMENT

     THIS  SECURITY  AGREEMENT is made and executed as of the 23rd day of April,
2002, by and between BestNet Communications Corp., a Nevada corporation with its
principal  corporate  offices located at 5075 East Cascade Road,  Suite K, Grand
Rapids,  Michigan  49546  (hereinafter  called  "DEBTOR"),  and the  undersigned
investor in the Company's Notes (such investors being  hereinafter  collectively
called "SECURED PARTY"). Capitalized terms used but not otherwise defined herein
shall have the meaning  assigned to such terms in that  certain Note and Warrant
Purchase   Agreement,   dated  as  of  April  23rd,  2002  (the  "NOTE  PURCHASE
AGREEMENT").

                                   WITNESSETH:

     In  order  to  secure  the due and  timely  payment  of all of the  Secured
Indebtedness (as hereinafter defined),  including the due and timely performance
by Debtor of all of the covenants,  agreements and  undertakings  of Debtor made
herein,  Debtor  hereby  grants to Secured  Party a  continuous  and  continuing
security interest in and to all of the following:

          1. All inventory now owned or hereafter acquired,  including all goods
     held  for  sale or  lease in the  Debtor's  business,  as now or  hereafter
     conducted, and all materials, work in process and finished goods used or to
     be consumed in the  Debtor's  business  (whether  or not the  inventory  is
     represented by warehouse  receipts or bills of lading or has been or may be
     placed in transit or delivered to a public warehouse);

          2. All network and computer  related  equipment now owned or hereafter
     acquired, including all furniture, fixtures, furnishings, vehicles (whether
     titled or non-titled), machinery, materials and supplies, wherever located,
     including  but  not  limited  to such  items  described  on the  collateral
     schedule (if any) attached hereto and by this reference made a part hereof,
     together with all parts,  accessories,  attachments,  additions  thereto or
     replacements therefore;

          3. All negotiable and nonnegotiable documents of title;

          4. All monies,  securities,  instruments,  documents and chattel paper
     now held by or hereafter  delivered  to Secured  Party,  together  with all
     property rights and security  interests  evidenced  thereby,  all increases
     thereof  (including,  without  limitation,  stock  dividends),  all profits
     therefrom  and all  transformations  thereof,  including but not limited to
     such items  described on the collateral  schedule (if any) attached  hereto
     and by this reference made a part hereof;

          5. All tax refund claims,  all policies or  certificates  of insurance
     covering any of the  Collateral,  all  contracts,  agreements  or rights of
     indemnification,  guaranty or surety relating to any of the Collateral, and

                                  Ex. 10.1-22
<PAGE>
     all claims,  awards,  loss payments,  proceeds and premium refunds that may
     become payable with respect to any such policies, certificates,  contracts,
     agreements or rights;

          6.  All  ledger  cards,  invoices,   delivery  receipts,   worksheets,
     statements,  correspondence,  in any form, written or otherwise,  including
     any computer hardware and operating  systems necessary to utilize,  create,
     and maintain any of the Collateral;

          7. All claims for loss or damage to or in  connection  with any of the
     Collateral,  all  other  claims  in any  form  for the  payment  of  money,
     including  tort claims,  and all rights with respect to such claims and all
     proceeds thereof;

          8. All attachments,  accessions, tools, parts, supplies, increases and
     additions to and replacements,  extensions,  renewals, modifications of and
     substitutions for any of the Collateral;

          9. All products and proceeds of the Collateral, in any form, including
     all proceeds  received,  due or to become due from any sale, lease exchange
     or other  disposition of any of the  Collateral,  whether such proceeds are
     cash or noncash in nature or are  represented by checks,  drafts,  notes or
     other instruments for the payment of money;

(All  of  the  foregoing   being   referred  to  herein   collectively   as  the
"Collateral.")

                                    ARTICLE I

                              SECURED INDEBTEDNESS

     1.1 This Security  Agreement is made to provide collateral and security for
the payment and performance by Debtor of all of the following:

     (a) All inventory now owned or hereafter acquired, including all goods held
for sale or lease in the Debtor's business,  as now or hereafter conducted,  and
all materials,  work in process and finished goods used or to be consumed in the
Debtor's  business  (whether or not the  inventory is  represented  by warehouse
receipts or bills of lading or has been or may be placed in transit or delivered
to a public warehouse);

     (b) All network  and  computer  related  equipment  now owned or  hereafter
acquired,  including all furniture,  fixtures,  furnishings,  vehicles  (whether
titled or  non-titled),  machinery,  materials and supplies,  wherever  located,
including but not limited to such items described on the collateral schedule (if
any) attached hereto and by this reference made a part hereof, together with all
parts, accessories, attachments, additions thereto or replacements therefore;

                                  Ex. 10.1-23
<PAGE>
     (c) All negotiable and nonnegotiable documents of title;

     (d) All monies,  securities,  instruments,  documents and chattel paper now
held by or hereafter  delivered  to Secured  Party,  together  with all security
interests  evidenced  thereby,   all  increases  thereof   (including,   without
limitation,  stock  dividends),  all profits  therefrom and all  transformations
thereof,  including  but not limited to such items  described on the  collateral
schedule (if any) attached hereto and by this reference made a part hereof;

     (e) All tax refund  claims,  all  policies  or  certificates  of  insurance
covering  any of the  Collateral,  guaranty  or  surety  relating  to any of the
Collateral, and all claims, awards, loss payments,  proceeds and premium refunds
that may become payable with respect to any such policies or certificates;

     (f) All ledger cards, invoices, delivery receipts, worksheets,  statements,
correspondence,  computer  hardware or software  necessary  to operate  utilize,
create, maintain and process related to any of the Collateral;

     (g) All  claims  for loss or  damage  to or in  connection  with any of the
Collateral,  all other  claims in any form for the  payment of money,  including
tort  claims,  and all  rights  with  respect to such  claims  and all  proceeds
thereof;

     (h) All attachments,  accessions,  tools,  parts,  supplies,  increases and
additions  to  and  replacements,  extensions,  renewals,  modifications  of and
substitutions for any of the Collateral; and

     (i) All products and proceeds of the Collateral, in any form, including all
proceeds  received,  due or to become due from any sale, lease exchange or other
disposition of any of the Collateral,  whether such proceeds are cash or noncash
in nature or are represented by checks,  drafts,  notes or other instruments for
the payment of money;

(All of the foregoing is referred to herein as the "SECURED INDEBTEDNESS".)

                                   ARTICLE II

                                 REPRESENTATIONS

     Debtor represents to Secured Party as follows:

     2.1 Debtor is duly  organized  and validly  existing  under the laws of the
State of Nevada.

     2.2 The execution,  delivery and performance of this Security Agreement are
within  Debtor's  corporate  powers,  have been duly  authorized  and are not in
contravention  of law  applicable  to Debtor or the powers of Debtor's  charter,

                                  Ex. 10.1-24
<PAGE>
bylaws  or  other  incorporation   papers  or  of  any  indenture  agreement  or
undertaking to which Debtor is a party or by which it is bound.

     2.3 Debtor is the owner of the  Collateral and has good right and authority
to grant a security interest in the Collateral.

     2.4  There  are no  presently  outstanding  liens,  security  interests  or
encumbrances  in or on  the  Collateral  or  the  proceeds,  nor  any  financing
statements  covering  the  Collateral  or the proceeds  thereof,  except for the
security  interest  granted  in  this  Security   Agreement  and  the  financing
statements executed pursuant hereto.

     2.5 The address of Debtor's place of business is correctly set forth at the
beginning of this Security Agreement.

                                   ARTICLE III

                                    COVENANTS

     So long as the Secured  Indebtedness  or any part thereof  remains  unpaid,
Debtor,  for itself,  its  successors  and  assigns,  covenants  and agrees with
Secured Party, its successors and assigns, as follows:

     3.1 Debtor shall make prompt  payment,  as the same becomes due, of all the
Secured  Indebtedness  in  accordance  with  the  terms  and  provisions  of the
agreements evidencing such Indebtedness.

     3.2 Debtor shall  maintain its  corporate  existence  and pay all necessary
corporate franchise and license taxes, fees and charges.

     3.3 Debtor shall pay all  reasonable  expenses and reimburse  Secured Party
for any reasonable expenditures,  including reasonable attorneys' fees and legal
expenses,  in connection with Secured Party's  exercise of any of its rights and
remedies  under Article IV or Secured  Party's  protection of the Collateral and
its security interest therein.

     3.4 Debtor shall at all times keep  accurate  and  complete  records of the
Collateral and its proceeds.

     3.5 Debtor agrees to execute such documents and perform all acts and things
which  Secured  Party may deem  necessary to perfect and continue to perfect the
security interest created by this Security Agreement,  to protect the Collateral
and to enforce the security  interest,  including  the  execution  and filing of
financing  statements,  which appointment as attorney-in-fact is irrevocable and
coupled with an interest.

                                  Ex. 10.1-25
<PAGE>
     3.6  Notwithstanding  the  security  interest in proceeds  granted  herein,
Debtor shall not sell, lend,  rent, lease or otherwise  dispose of the equipment
forming a part of the Collateral,  except for dispositions  made in the ordinary
course of business consistent with past practice,  or any interest therein,  and
Debtor shall keep such Collateral free from unpaid charges, including taxes, and
from liens, encumbrances and security interests other than that of Secured Party
and will warrant and defend the Collateral against the claims and demands of all
other persons, except the holders of the security interests described herein.

     3.7 Debtor shall pay before  delinquency all taxes and assessments upon the
Collateral or for its use or operation.

     3.8 Debtor shall insure the  Collateral  constituting  Goods (as defined in
Article 9 of the Arizona Uniform Commercial Code) against such casualties and in
such amounts as is reasonable for the industry in which Debtor operates.

     3.9 The Collateral  constituting Goods will be properly  maintained in good
condition and will not be misused or abused,  wasted or allowed to  deteriorate,
except for the ordinary wear and tear of its intended primary use.

     3.10 If Debtor  shall  default in paying  when due any tax,  assessment  or
charge  levied upon the  Collateral  or any part  thereof or if Debtor  fails to
maintain the Collateral as above  provided,  Secured Party may at its option and
without waiver of any right hereunder,  pay such tax,  assessment or charge,  or
take whatever  action is necessary to maintain the  Collateral  and in each such
case the amount  paid in  respect  thereof  shall be  payable  to Secured  Party
forthwith with interest at 12% per annum until paid and shall become part of the
indebtedness secured by this Security Agreement.

     3.11 The  equipment  forming a part of the  Collateral  will be used in the
business  of Debtor and shall  remain in Debtor's  possession  or control at all
times.

     3.12 Debtor shall  provided  notice to Secured  Party within ten days after
changing the address of its principal place of business.

     3.13 If the Collateral is evidenced by promissory notes,  trade acceptances
or other  instruments  for the payment of money,  Debtor will, at the request of
Secured Party, immediately deliver them to Secured Party, appropriately endorsed
to Secured Party's order, Debtor waives presentment, demand, notice of dishonor,
protest and notice of protest.

                                  Ex. 10.1-26
<PAGE>
                                   ARTICLE IV

                             ASSIGNMENT OF PAYMENTS;
                         CERTAIN POWERS OF SECURED PARTY

     Upon the  occurrence  of an Event of Default  (as defined  herein),  Debtor
hereby authorizes and directs each issuer and each account debtor and each other
person or entity  obligated to make payment in respect of any of the  intangible
property  constituting  Collateral (each issuer and each such account debtor and
other person or entity being herein called a  "COLLATERAL  OBLIGOR") to pay over
to Secured  Party (on behalf of all of the holders of the Notes),  its officers,
agents  or  assigns,  upon  demand  by  Secured  Party,  all or any  part of the
Collateral  without  making  any  inquiries  as to the  status or balance of the
Secured  Indebtedness and without any notice to or further consent of Debtor. To
facilitate  the rights of Secured  Party  hereunder,  Debtor  hereby  authorizes
Secured Party, its officers, employees, agents or assigns upon the occurrence of
a default hereunder, and at any time thereafter:

          (a) to notify  Collateral  Obligors  of the  security  interest in the
     respective  Collateral  created hereunder and to collect all or any part of
     the Collateral  without further notice to or further consent by Debtor, and
     Debtor hereby  constitutes  and appoints  Secured Party the true and lawful
     attorney  of  Debtor  (such  agency  being   coupled  with  an   interest),
     irrevocably,  with power of  substitution,  in the name of Debtor or in its
     own  name  or  otherwise,  to  take  any of the  actions  described  in the
     following clauses (b), (c), (d) and (e);

          (b) to ask, demand, collect,  receive,  receipt for, sue for, compound
     and give  acquittance for any and all amounts which may be or become due or
     payable  under the  Collateral  and to settle  and/or  adjust all  disputes
     and/or  claims  directly  with any  Collateral  Obligor and to  compromise,
     extend the time for payment arrange for payment in installments,  otherwise
     modify the terms of, or release,  any of the Collateral,  on such terms and
     conditions  as  Secured  Party may  determine  (without  thereby  incurring
     responsibility  to or discharging  or otherwise  affecting the liability of
     Debtor to Secured Party under this Security Agreement or otherwise);

          (c) to direct  delivery  of,  receive,  open and  dispose  of all mail
     addressed to Debtor and to execute, sign, endorse, transfer and deliver (in
     the name of Debtor or in its own name or otherwise) any and all receipts or
     other  orders for the  payment  of money  drawn on the  Collateral  and all
     notes,  acceptances,  commercial paper,  drafts,  checks,  money orders and
     other  instruments  given in payment  or in part  payment  thereof  and all
     invoices,  freight and express bills and bills of lading, storage receipts,
     warehouse receipts and other instruments and documents in respect of any of
     the Collateral and any other documents  necessary to evidence,  perfect and
     realize  upon the  security  interests  and  obligations  of this  Security
     Agreement;

                                  Ex. 10.1-27
<PAGE>
          (d) in its  discretion  to file any claim or take any other  action or
     proceeding which Secured Party may deem necessary or appropriate to protect
     and preserve the rights, titles and interests of Secured Party hereunder;

          (e) to sign the name of Debtor to financing statements, drafts against
     Collateral Obligors,  assignments or verifications of any of the Collateral
     and notices to Collateral Obligors.

     Secured  Party  hereby  agrees  that any  action  taken by a Secured  Party
hereunder  shall be taken on behalf of all  Holders of the Notes and any amounts
collected  shall be paid over to each Holder in accordance with the terms of the
Note and the Note Purchase Agreement. Unless and until a default hereunder shall
have occurred,  Debtor shall be entitled,  except as herein provided and subject
to the terms of any other loan document, receive and retain all distributions on
the Collateral or any part thereof.

     The powers  conferred  on Secured  Party  pursuant  to this  Article IV are
conferred solely to protect Secured Party's interest in the Collateral and shall
not impose any duty or  obligation on Secured Party to perform any of the powers
herein conferred.

                                    ARTICLE V

                          REMEDIES IN EVENT OF DEFAULT

     5.1 The term  "DEFAULT" as used in this Security  Agreement  shall mean the
occurrence  of any event of default as defined in the Note or the  occurrence of
any of the following events:

          (a) The  failure  of Debtor to make due and  punctual  payment  of the
     Secured  Indebtedness  secured hereby,  principal or interest,  or any part
     thereof, as the same shall become due and payable, whether at the scheduled
     due date, maturity or when accelerated  pursuant to any power to accelerate
     held by Secured Party.

          (b) The failure of Debtor punctually and properly to observe,  keep or
     perform  any  covenant,  agreement  or  condition  relating  to the Secured
     Indebtedness or herein required to be observed,  kept or performed, if such
     failure  continues for thirty (30) days after written  notice and demand by
     Secured Party for the performance of such covenant, agreement or condition.

          (c) Any material representation made in this Security Agreement or the
     Note Purchase Agreement shall prove to be untrue.

          (d) Debtor declares itself  insolvent or is determined to be insolvent
     by a court  of  competent  jurisdiction,  or makes  an  assignment  for the
     benefit of creditors.

                                  Ex. 10.1-28
<PAGE>
          (e) A  receiver  is  appointed  for  all or  substantially  all of the
     properties of Debtor or of the Collateral or any part thereof.

          (f) Debtor is  adjudicated  a bankrupt or  requests,  either by way of
     petition or answer, that Debtor be adjudicated a bankrupt or that Debtor be
     allowed   or   granted   any   composition,    rearrangement,    extension,
     reorganization  or other relief under any bankruptcy law or under any other
     law for the relief of debtors now or hereafter existing.

          (g) The dissolution or other termination of Debtor.

     5.2 Upon the occurrence of a default,  Secured Party shall have the option,
with or  without  notice,  of  declaring  all the  Secured  Indebtedness  in its
entirety to be immediately due and payable.

     5.3 Upon the occurrence of a default,  Secured Party may exercise its right
of  enforcement  under  the  Uniform  Commercial  Code in force in the  State of
Arizona at the date of this Security Agreement. In conjunction with, addition to
or substitution for those rights and remedies:

          (a) Secured Party may enter upon Debtor's  premises to take possession
     of, assemble and collect the Collateral or to render it unusable; and

          (b) Secured Party may require  Debtor to assemble the  Collateral  and
     make it available at a place  Secured  Party  designates  which is mutually
     convenient  to allow  Secured  Party to take  possession  or dispose of the
     Collateral; and

          (c)  Secured  Party may waive any default or remedy any default in any
     reasonable  manner without waiving the default remedied and without waiving
     any other prior or subsequent default; and

          (d)  Written  notice  mailed to Debtor at its address set forth at the
     beginning  of this  Security  Agreement  ten (10) days prior to the date of
     public sale of the Collateral or prior to the date after which private sale
     of the Collateral will be made shall constitute reasonable notice.

     5.4 Also upon the  occurrence of a default,  Secured Party may at any time,
whether  before or after any  revocation  of such  power  and  authority  or the
maturity of any of the Secured Indebtedness, (i) notify any parties obligated on
any of the Accounts, notes receivable,  contracts or General Intangibles to make

                                  Ex. 10.1-29
<PAGE>
payment to Secured  Party of any  amounts  due or to become due  thereunder  and
enforce collection of any such Accounts, notes receivable,  contracts or General
Intangibles by suit or otherwise and  surrender,  release or exchange all or any
part thereof,  or  compromise or extend or renew for any period  (whether or not
longer  than the  original  period)  any  obligations  thereunder  or  evidenced
thereby;  (ii) Debtor will, at its own expense,  notify any parties obligated on
any of the Accounts, notes receivable,  contracts or General Intangibles to make
payment to the Secured Party of any amounts due or to become due thereunder; and
(iii) Secured Party is  authorized to endorse,  in the name of Debtor,  any item
howsoever  received  by  Secured  Party,  representing  any  payment on or other
proceeds of any of the  Collateral.  In each instance in which Secured Party may
elect hereunder to effect direct  collection of any one or more Accounts,  notes
receivable,  contracts or General Intangibles, Secured Party is also entitled to
take  possession  of all books and records of Debtor  relating  to the  Debtor's
Accounts, notes receivable, contracts or General Intangibles and Debtor will not
in any  manner  take or  suffer  any  action  to be  taken to  hinder,  delay or
interfere with the Secured Party's attempts to effect collection.

     5.5 In addition to the above, Secured Party shall have and may exercise all
other rights conferred by law or under this Security Agreement and may resort to
any  remedy  existing  at law or in equity  for the  collection  of the  Secured
Indebtedness  and for the enforcement of the covenants and agreements  contained
herein  and the  resort  to any  remedy  shall not  prevent  the  concurrent  or
subsequent employment of any other appropriate remedy or remedies.

     5.6 The  rights  granted  hereunder  are  cumulative  of any and all  other
security now or hereafter  held by Secured  Party or other holder for payment of
the Secured  Indebtedness  and Secured  Party may resort to any  security now or
hereafter  existing for the payment of such indebtedness in such portions and in
such  order  as may seem  best to  Secured  Party  in its sole and  uncontrolled
discretion.  No failure on the part of Secured Party to exercise and no delay in
exercising  any  right,  power or remedy  hereunder  shall  operate  as a waiver
thereof nor shall any single or partial  exercise by Secured Party of any right,
power or remedy hereunder  preclude any other or further exercise thereof or the
exercise of any right, power or remedy.

                                   ARTICLE VI

                                  MISCELLANEOUS

     6.1  When all of the  Secured  Indebtedness  has been  paid in full and all
obligations  and  liabilities of Debtor  hereunder shall have been performed and
discharged,  then and in that case only the security interests  evidenced hereby
or provided for herein shall  terminate  and shall be released at the expense of
Debtor and the  Collateral  then held as such by Secured Party shall become free
and clear of such security interests.  In such event Secured Party shall execute
such  instruments,  including,  but not limited to,  Termination  Statements (or
written  authorization to file such Termination  Statements),  necessary to give
effect to this Section 6.1.

     6.2 No modification  or waiver of any provision of this Security  Agreement
nor consent to any departure by Debtor therefrom shall in any event be effective
unless the same shall be in  writing  and signed by Secured  Party and then such
waiver or consent  shall be effective  only in the specific  instances,  for the
purpose for which given and to the extent therein  specified.  Neither notice to
nor demand on Debtor in any case shall of itself  entitle Debtor to any other or
further notice or demand in similar or other circumstances.

                                  Ex. 10.1-30
<PAGE>
     6.3 Secured Party may enter upon Debtor's  premises at any reasonable  time
to inspect the  Collateral  and  Debtor's  books and records  pertaining  to the
Collateral or its proceeds and Debtor shall assist Secured Party in whatever way
necessary to make any such inspection.

     6.4 Secured Party may at any time notify the account debtors or obligors of
any  accounts,  chattel  paper,  negotiable  instruments  or other  evidences of
indebtedness  remitted  by Debtor to Secured  Party as  proceeds  to pay Secured
Party directly.

     6.5 Secured  Party may,  by any  employee or  employees  Secured  Party may
designate,  execute,  sign, endorse,  transfer or deliver in the name of Debtor,
notes,  checks,  drafts  or other  instruments,  for the  payment  of money  and
receipts,  certificates of origin, applications for certificates of title or any
other  documents  necessary to  evidence,  perfect and realize upon the security
interests and obligations of this Security Agreement.

     6.6 Secured Party may assign this  Security  Agreement so that the assignee
shall be entitled to the rights and remedies of Secured  Party  hereunder and in
the event of such  assignment,  Debtor  will assert no claims or defenses it may
have against the assignee except those granted in this Security Agreement.

     6.7 All notices and  communications  provided for herein shall be delivered
or mailed,  registered or certified,  postage prepaid,  addressed to the parties
hereto at their addresses set forth at the beginning of this Security Agreement,
or such other address as any party hereto shall  hereafter  designate by written
notice to the other party.

     6.8 A  determination  that any  provision  of this  Security  Agreement  is
unenforceable or invalid shall not affect the validity or  enforceability of any
other provision.

     6.9 Unless the context clearly indicates  otherwise,  "Debtor" and "Secured
Party" as used in this Security Agreement include the respective  successors and
assigns of those parties.

     6.10 The law governing this Security  Agreement  shall be that of the State
of Arizona in force at the date of this Security Agreement.

                                  Ex. 10.1-31
<PAGE>
     IN WITNESS  WHEREOF,  this Security  Agreement has been duly executed as of
the date first above written.

                                         BESTNET COMMUNICATIONS CORP.,
                                         a Nevada corporation

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


ROBERT A. BLANCHARD                      PRESIDENT & CEO

                                         INVESTORS


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

MORGAN E. NORTH
                                         Title:
                                                --------------------------------


                                         By:
                                             -----------------------------------
BAVISPE LIMITED PARNERSHIP
                                         Title:
                                                --------------------------------


                                         By:
                                             -----------------------------------
WILLIAM HOLDREN
                                         Title:
                                                --------------------------------


                                         By:
                                             -----------------------------------
ANTHONY SILVERMAN
                                         Title:
                                                --------------------------------


                                         By:
                                             -----------------------------------
JEFFREY SILVERMAN
                                         Title:
                                                --------------------------------


                                         By:
                                             -----------------------------------
RON COCCIMIGILO
                                         Title:
                                                --------------------------------

                                  Ex. 10.1-32
<PAGE>
                                    EXHIBIT C

THE SECURITIES  REPRESENTED BY THIS WARRANT HAVE NOT BEEN  REGISTERED  UNDER THE
SECURITIES ACT OF 1933, AS AMENDED,  OR APPLICABLE  STATE  SECURITIES  LAWS. THE
SECURITIES  HAVE BEEN ACQUIRED FOR  INVESTMENT  AND MAY NOT BE OFFERED FOR SALE,
SOLD,  TRANSFERRED  OR  ASSIGNED  IN THE  ABSENCE OF AN  EFFECTIVE  REGISTRATION
STATEMENT FOR THE SECURITIES  UNDER THE  SECURITIES ACT OF 1933, AS AMENDED,  OR
APPLICABLE  STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL IN A FORM REASONABLY
SATISFACTORY  TO THE ISSUER THAT  REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR
APPLICABLE  STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID
ACT.  NOTWITHSTANDING  THE FOREGOING,  THIS WARRANT MAY BE PLEDGED IN CONNECTION
WITH A BONA FIDE MARGIN ACCOUNT.

                          BESTNET COMMUNICATIONS CORP.

                        WARRANT TO PURCHASE COMMON STOCK

                            NUMBER OF SHARES: _______

DATE OF ISSUANCE: APRIL 23, 2002

     BestNet Communications Corp., a Nevada corporation (the "COMPANY"),  hereby
certifies that, for good and valuable consideration, the receipt and sufficiency
of which are hereby  acknowledged,  __________________,  the  registered  holder
hereof or his permitted assigns (a "HOLDER"), is entitled,  subject to the terms
set forth below, to purchase from the Company upon surrender of this Warrant, at
any time or times on or after the date hereof,  but not after 11:59 P.M. Eastern
Time on the Expiration Date (as defined herein) Anthony Silverman fully paid and
nonassessable  shares of Common  Stock (as defined  herein) of the Company  (the
"WARRANT  SHARES"),  at the  purchase  price per share  provided in Section 2(a)
below.

     1. DEFINITIONS.

     (a) WARRANT  ISSUANCE.  This  Warrant  ("WARRANT")  is being  issued to the
holder by the Company pursuant to the Note and Warrant Purchase  Agreement dated
of even date herewith, between the Company and holder.

     (b)  DEFINITIONS.  The  following  words and terms as used in this  Warrant
shall have the following meanings:

          (i) "Business Day" means any day other than Saturday,  Sunday or other
     day on which  commercial  banks in the City of Arizona  are  authorized  or
     required by law to remain closed.

                                  Ex. 10.1-33
<PAGE>
          (ii) "Common  Stock" means (i) the Company's  common stock,  par value
     $.001 per share,  and (ii) any capital  stock into which such Common  Stock
     shall  have  been   changed  or  any  capital   stock   resulting   from  a
     reclassification of such Common Stock.

          (iii) "Expiration Date" means the date five (5) years from the date of
     this  Warrant or, if such date falls on a Saturday,  Sunday or other day on
     which banks are required or  authorized to be closed in the City of Arizona
     or the State of  Arizona  or on which  trading  does not take  place on the
     principal exchange or automated  quotation system on which the Common Stock
     is traded (a "Holiday"), the next date that is not a Holiday.

          (iv) "Issuance Date" means the date of issuance of this Warrant.

          (v) "Person"  means an  individual,  a limited  liability  company,  a
     partnership,  a joint venture,  a corporation,  a trust, an  unincorporated
     organization and a government or any department or agency thereof.

          (vi)  "Principal  Market" means the  Over-The-Counter  Bulletin  Board
     operated by the NASD.

          (vii) "Securities Act" means the Securities Act of 1933, as amended.

          (viii)  "Warrant"  means  this  Warrant  and all  warrants  issued  in
     exchange, transfer or replacement thereof.

          (ix) "Warrant Exercise Price" shall mean $.50 per share.

          (x)  OTHER  DEFINITIONAL  PROVISIONS.  Except as  otherwise  specified
     herein, all references herein (A) to the Company shall be deemed to include
     the Company's  successors and (B) to any applicable law defined or referred
     to herein,  shall be deemed  references to such  applicable law as the same
     may have been or may be amended  or  supplemented  from time to time.  When
     used in this Warrant,  the words "herein,"  "hereof," and  "hereunder," and
     words of similar import,  shall refer to this Warrant as a whole and not to
     any provision of this Warrant,  and the words  "Section,"  "Schedule,"  and
     "Exhibit"  shall refer to Sections of, and  Schedules and Exhibits to, this
     Warrant unless otherwise specified.  Whenever the context so requires,  the
     neuter gender  includes the masculine or feminine,  and the singular number
     includes the plural, and vice versa.

     2. EXERCISE OF WARRANT.

     (a)  Subject  to the terms  and  conditions  hereof,  this  Warrant  may be
exercised by the holder hereof then  registered on the books of the Company,  in
whole or in part,  at any time on any  Business  Day on or after the  opening of
business  on the  date  hereof  and  prior  to 11:59  P.M.  Eastern  Time on the
Expiration  Date  by (i)  delivery  of a  written  notice,  in the  form  of the

                                  Ex. 10.1-34
<PAGE>
subscription  notice  attached as EXHIBIT A hereto (the "EXERCISE  NOTICE"),  of
such holder's election to exercise this Warrant,  which notice shall specify the
number of Warrant  Shares to be  purchased;  (ii)  payment to the  Company of an
amount equal to the Warrant  Exercise Price  multiplied by the number of Warrant
Shares as to which this Warrant is being  exercised  in cash,  certified or bank
funds or wire transfer of immediately available funds and (iii) the surrender of
this Warrant (or a Lost  Warrant  Affidavit  in  substantially  the form annexed
hereto as EXHIBIT C with respect to this Warrant in the case of its loss,  theft
or  destruction)  to a common  carrier for  overnight  delivery to the  Company;
provided,  that if such  Warrant  Shares are to be issued in any name other than
that of the registered  holder of this Warrant,  such issuance shall be deemed a
transfer and the  provisions of Section 8 shall be  applicable.  In the event of
any exercise of the rights  represented by this Warrant in compliance  with this
Section 2(a), the Company shall on the second Business Day following the date of
receipt of the Exercise Notice, and this Warrant (or a Lost Warrant Affidavit in
substantially  the form annexed hereto as EXHIBIT C with respect to this Warrant
in the  case  of  its  loss,  theft  or  destruction)  (the  "EXERCISE  DELIVERY
DOCUMENTS"), credit such aggregate number of shares of Common Stock to which the
holder (or its designee)  shall be entitled to the holder's (or its  designee's)
balance account with The Depository  Trust Company;  provided,  however,  if the
holder who submitted the Exercise Notice requested  physical  delivery of any or
all of the  Warrant  Shares,  then the  Company  shall,  on or before the second
Business Day  following  receipt of the Exercise  Delivery  Documents  issue and
surrender to a common carrier for overnight delivery to the address specified in
the Exercise Notice, a certificate, registered in the name of the holder (or its
designee),  for the number of shares of Common Stock to which the holder (or its
designee)  shall be entitled.  Upon delivery of the Exercise  Notice referred to
above,  the holder of this  Warrant  (or its  designee)  shall be deemed for all
corporate  purposes to have  become the holder of record of the  Warrant  Shares
with respect to which this Warrant has been exercised,  irrespective of the date
of  delivery  of  this  Warrant  as  required  by  clause  (iii)  above  or  the
certificates  evidencing such Warrant Shares. In the case of a dispute as to the
determination of the Warrant Exercise Price or the arithmetic calculation of the
Warrant Shares, the Company shall promptly issue to the holder (or its designee)
the number of shares of Common  Stock that is not  disputed and shall submit the
disputed  determinations or arithmetic  calculations to the holder via facsimile
within one  Business  Day of receipt of the  holder's  Exercise  Notice.  If the
holder and the Company are unable to agree upon the determination of the Warrant
Exercise  Price or the  arithmetic  calculation of the Warrant Shares within one
day of such disputed  determination or arithmetic calculation being submitted to
the holder,  then the Company  shall  immediately  submit via  facsimile (i) the
disputed  determination  of  the  Warrant  Exercise  Price  to  an  independent,
reputable investment banking firm of nationally  recognized  standing,  mutually
acceptable  to both the Company and the holder or (ii) the  disputed  arithmetic
calculation  of  the  Warrant  Shares  to an  independent,  outside  accountant,
mutually  acceptable to both the Company and the holder. The Company shall cause
the investment  banking firm or the  accountant,  as the case may be, to perform
the  determinations or calculations and notify the Company and the holder of the
results no later than  forty-eight  (48)  hours  from the time it  receives  the
disputed  determinations  or  calculations.  Such  investment  banking firm's or
accountant's  determination or calculation,  as the case may be, shall be deemed
conclusive absent manifest error.

                                  Ex. 10.1-35
<PAGE>
     (b) Unless the rights  represented  by this  Warrant  shall have expired or
shall have been fully  exercised,  the Company shall, as soon as practicable and
in no event later than two (2)  Business  Days after  delivery  of the  Exercise
Delivery Documents and at its own expense,  issue a new Warrant identical in all
respects to this Warrant  exercised except it shall represent rights to purchase
the number of Warrant  Shares  purchasable  immediately  prior to such  exercise
under this Warrant exercised,  less the number of Warrant Shares with respect to
which such Warrant is exercised.

     (c) No fractional shares of Common Stock are to be issued upon the exercise
of this  Warrant,  but rather the number of shares of Common  Stock  issued upon
exercise of this Warrant shall be rounded up to the nearest whole number..

     3.  (a)   ADJUSTMENT   FOR   DIVIDENDS   IN  OTHER   STOCK  AND   PROPERTY;
RECLASSIFICATIONS.  In case at any time or from time to time the  holders of the
Common Stock (or any shares of stock or other  securities at the time receivable
upon the  exercise of this  Warrant)  shall have  received,  or, on or after the
record date fixed for the  determination  of eligible  shareholders,  shall have
become entitled to receive, without payment therefor,

               (1) other or  additional  stock or other  securities  or property
          (other than cash) by way of dividend,

               (2) any cash or other  property paid or payable out of any source
          other than retained earnings  (determined in accordance with generally
          accepted accounting principles), or

               (3) other or  additional  stock or other  securities  or property
          (including  cash) by way of stock-split,  spin-off,  reclassification,
          combination of shares or similar corporate rearrangement,

(other  than (x) shares of Common  Stock or any other stock or  securities  into
which such  Common  Stock shall have been  exchanged,  or (y) any other stock or
securities  convertible into or exchangeable for such Common Stock or such other
stock or  securities),  then and in each such case a holder,  upon the  exercise
hereof as  provided  in Section 2, shall be  entitled  to receive  the amount of
stock and other securities and property (including cash in the cases referred to
in clauses (2) and (3) above)  which such holder  would hold on the date of such
exercise  if on the  Issuance  Date such holder had been the holder of record of
the number of shares of Common Stock called for on the face of this Warrant, and
had  thereafter,  during the period from the Issuance  Date to and including the
date of such exercise, retained such shares and/or all other or additional stock
and other  securities and property  (including  cash in the cases referred to in
clause (2) and (3) above)  receivable  by it as  aforesaid  during such  period,
giving effect to all adjustments  called for during such period by Sections 3(a)
and 3(b).

                                  Ex. 10.1-36
<PAGE>
     (b) ADJUSTMENT FOR REORGANIZATION, CONSOLIDATION AND MERGER. In case of any
reorganization  of the  Company  (or any  other  corporation  the stock or other
securities of which are at the time  receivable on the exercise of this Warrant)
or  reclassification  of its securities  after the Issuance Date, or the Company
(or any such other  corporation)  shall  consolidate  with or merge into another
corporation or entity or convey or exchange all or substantially  all its assets
to another  corporation or entity, then and in each such case the holder of this
Warrant, upon the exercise hereof as provided in Section 2 at any time after the
consummation of such reorganization,  reclassification,  consolidation,  merger,
conveyance  or exchange,  shall be entitled to receive,  in lieu of the stock or
other securities and property receivable upon the exercise of this Warrant prior
to such  consummation,  the stock or other  securities or property to which such
holder  would  have been  entitled  upon such  consummation  if such  holder had
exercised  this  Warrant  immediately  prior  thereto,  all  subject  to further
adjustment  as provided in Sections  3(a),  (b), (c) and (d); in each such case,
the terms of this Warrant  shall be  applicable  to the shares of stock or other
securities or property  receivable  upon the exercise of this Warrant after such
consummation.

     (c) ADJUSTMENT FOR CERTAIN DIVIDENDS AND  DISTRIBUTIONS.  If the Company at
any  time  or  from  time  to  time  makes,  or  fixes  a  record  date  for the
determination  of  holders  of  Common  Stock  (or any  shares of stock or other
securities at the time receivable upon the exercise of this Warrant) entitled to
receive,  a dividend or other  distribution  payable in additional shares of (x)
Common Stock or any other stock or securities into which such Common Stock shall
have been exchanged,  or (y) any other stock or securities  convertible  into or
exchangeable  for such Common Stock or such other stock or securities,  then and
in each such event

          (1) the Warrant Exercise Price then in effect shall be decreased as of
the time of the issuance of such additional  shares or, in the event such record
date is fixed,  as of the close of business on such record date, by  multiplying
the Warrant  Exercise  Price then in effect by a fraction  (A) the  numerator of
which is the total  number of shares of  Common  Stock  issued  and  outstanding
immediately  prior to the time of such issuance or the close of business on such
record  date,  and (B) the  denominator  of which  shall be the total  number of
shares of Common Stock issued and outstanding  immediately  prior to the time of
such  issuance  or the close of business on such record date as the case may be,
plus the number of shares of Common Stock  issuable in payment of such  dividend
or distribution;  PROVIDED,  HOWEVER, that if such record date is fixed and such
dividend is not fully paid or if such distribution is not fully made on the date
fixed therefor, the Warrant Exercise Price shall be recomputed accordingly as of
the close of business on such record date, and  thereafter the Warrant  Exercise
Price shall be adjusted  pursuant to this  Section 3(c) as of the time of actual
payment of such dividends or distributions; and

          (2) the number of shares of Common Stock  theretofore  receivable upon
the exercise of this Warrant shall be increased, as of the time of such issuance
or, in the event such record date is fixed,  as of the close of business on such
record  date,  in inverse  proportion  to the  decrease in the Warrant  Exercise
Price.

                                  Ex. 10.1-37
<PAGE>
     (d) STOCK SPLIT AND REVERSE STOCK SPLIT. If the Company at any time or from
time to time  effects a stock split or  subdivision  of the  outstanding  Common
Stock, the Warrant Exercise Price then in effect  immediately  before that stock
split or subdivision shall be proportionately decreased and the number of shares
of Common Stock  theretofore  receivable upon the exercise of this Warrant shall
be  proportionately  increased.  If the Company at any time or from time to time
effects a reverse stock split or combines the outstanding shares of Common Stock
into a smaller  number of  shares,  the  Warrant  Exercise  Price then in effect
immediately   before  that  reverse   stock  split  or   combination   shall  be
proportionately  increased and the number of shares of Common Stock  theretofore
receivable upon the exercise of this Warrant shall be proportionately decreased.
Each adjustment  under this Section 3(d) shall become  effective at the close of
business  on the date the  stock  split,  subdivision,  reverse  stock  split or
combination becomes effective.

     4. COVENANTS AS TO COMMON STOCK. The Company hereby covenants and agrees as
follows:

          (a) This Warrant is, and any Warrants  issued in  substitution  for or
replacement  of this Warrant will upon issuance be, duly  authorized and validly
issued.

          (b) All Warrant  Shares  which may be issued upon the  exercise of the
rights represented by this Warrant will, upon issuance, be validly issued, fully
paid and nonassessable  and free from all taxes,  liens and charges with respect
to the issuance thereof.

          (c) During  the period  within  which the rights  represented  by this
Warrant may be  exercised,  the Company  will at all times have  authorized  and
reserved at least 100% of the number of shares of Common Stock needed to provide
for the  exercise of the rights  then  represented  by this  Warrant and the par
value of said shares  will at all times be less than or equal to the  applicable
Warrant Exercise Price.

          (d) The Company shall secure the listing of the shares of Common Stock
issuable upon exercise of this Warrant upon each national securities exchange or
automated  quotation  system, if any, upon which shares of Common Stock are then
listed within the time required by such exchange or quotation system's rules and
regulations  and shall  maintain,  so long as any other  shares of Common  Stock
shall be so listed, such listing of all shares of Common Stock from time to time
issuable  upon the exercise of this  Warrant;  and the Company  shall so list on
each national  securities exchange or automated quotation system within the time
required by such exchange or quotation  system's rules and  regulations,  as the
case may be, and shall  maintain  such  listing of, any other  shares of capital
stock of the Company  issuable  upon the exercise of this Warrant if and so long
as any  shares of the same  class  shall be listed on such  national  securities
exchange or automated quotation system.

          (e)  The  Company  will  not,  by  amendment  of  its  Certificate  of
Incorporation or through any reorganization,  transfer of assets, consolidation,
merger, dissolution, issue or sale of securities, or any other voluntary action,
avoid or seek to avoid the  observance or  performance of any of the terms to be

                                  Ex. 10.1-38
<PAGE>
observed  or  performed  by it  hereunder,  but will at all times in good  faith
assist in the  carrying  out of all the  provisions  of this  Warrant and in the
taking of all such action as may  reasonably  be requested by the holder of this
Warrant in order to protect the exercise privilege of the holder of this Warrant
against dilution or other  impairment,  consistent with the tenor and purpose of
this Warrant.  Without limiting the generality of the foregoing, the Company (i)
will not increase the par value of any shares of Common  Stock  receivable  upon
the exercise of this Warrant  above the Warrant  Exercise  Price then in effect,
and (ii) will take all such actions as may be necessary or  appropriate in order
that the Company may  validly  and  legally  issue fully paid and  nonassessable
shares of Common Stock upon the exercise of this Warrant.

          (f) This  Warrant will be binding  upon any entity  succeeding  to the
Company by merger,  consolidation or acquisition of all or substantially  all of
the  Company's  assets  and  any  such  successive  mergers,  consolidations  or
acquisitions.

     5. TAXES. The Company shall pay any and all taxes which may be payable with
respect to the  issuance and  delivery of warrant  shares upon  exercise of this
warrant;  provided,  however,  that the company shall not be required to pay any
tax that may be  payable in respect  of any  transfer  involved  in the issue or
delivery of common  stock or other  securities  or property in a name other than
that of the  registered  holders of this warrant to be converted and such holder
shall pay such amount, if any, to cover any applicable transfer or similar tax.

     6.  WARRANT   HOLDER  NOT  DEEMED  A   STOCKHOLDER.   Except  as  otherwise
specifically  provided  herein,  no holder of this warrant,  solely by virtue of
such  holding,  shall be entitled to vote or receive  dividends or be deemed the
holder of shares of the company for any purpose, nor shall anything contained in
this warrant be construed to confer upon the holder hereof,  as such, any of the
rights of a  stockholder  of the company or any right to vote,  give or withhold
consent  to any  corporate  action  (whether a  reorganization,  issue of stock,
reclassification  of stock,  consolidation,  merger,  conveyance or  otherwise),
receive  notice of  meetings,  receive  dividends  or  subscription  rights,  or
otherwise,  prior to the  issuance to the holder of this  warrant of the warrant
shares which he or she is then entitled to receive upon the due exercise of this
warrant.  In addition,  nothing  contained in this warrant shall be construed as
imposing  any  liabilities  on such  holder to  purchase  any  securities  (upon
exercise of this  warrant or  otherwise)  or as a  stockholder  of the  company,
whether  such  liabilities  are  asserted by the company or by  creditors of the
company.  Notwithstanding this section 6, the company will provide the holder of
this warrant with copies of the same notices and other  information given to the
stockholders of the company generally, contemporaneously with the giving thereof
to the stockholders.

                                  Ex. 10.1-39
<PAGE>
     7. REPRESENTATIONS OF HOLDER. The holder of this warrant, by the acceptance
hereof,  represents that it is acquiring this warrant and the warrant shares for
its own account for investment  only and not with a view towards,  or for resale
in  connection  with,  the public sale or  distribution  of this  warrant or the
warrant  shares,  except  pursuant to sales  registered  or  exempted  under the
securities act; provided,  however,  that by making the representations  herein,
the holder does not agree to hold this warrant or any of the warrant  shares for
any minimum or other  specific  term and  reserves  the right to dispose of this
warrant and the warrant  shares at any time in accordance  with or pursuant to a
registration  statement or an exemption  under the securities act. The holder of
this warrant further  represents,  by acceptance hereof,  that, as of this date,
such  holder  is an  "accredited  investor"  as  such  term is  defined  in rule
501(a)(1) of regulation d promulgated by the securities and exchange  commission
under the securities act (an "accredited investor").

     8. OWNERSHIP AND TRANSFER.

          (a) The Company shall maintain at its principal  executive offices (or
such other office or agency of the company as it may  designate by notice to the
holder hereof),  a register for this warrant,  in which the company shall record
the name and address of the person in whose name this  warrant has been  issued,
as well as the name and  address of each  transferee.  The company may treat the
person in whose name any warrant is  registered on the register as the owner and
holder  thereof for all purposes,  but in all events  recognizing  any transfers
made in accordance with the terms of this warrant.

          (b)  this  warrant  and the  rights  granted  hereunder  shall  not be
assignable by the holder hereof without the consent of the company.

     9. LOST, STOLEN,  MUTILATED OR DESTROYED WARRANT.  If this Warrant is lost,
stolen,  mutilated or destroyed,  the Company  shall,  on receipt of an executed
Lost Warrant  Affidavit in  substantially  the form annexed  hereto as EXHIBIT C
(or, in the case of a mutilated  Warrant,  the Warrant),  issue a new Warrant of
like  denomination  and tenor as this  Warrant  so lost,  stolen,  mutilated  or
destroyed.

     10. NOTICE. Any notices, consents, waivers or other communications required
or  permitted to be given under the terms of this Warrant must be in writing and
will be  deemed  to have  been  delivered:  (i)  upon  receipt,  when  delivered
personally;  (ii) upon receipt, when sent by facsimile (provided confirmation of
transmission is mechanically or electronically generated and kept on file by the
sending  party);  or (iii) one  Business  Day after  deposit  with a  nationally
recognized  overnight  delivery service,  in each case properly addressed to the
party to  receive  the  same.  The  addresses  and  facsimile  numbers  for such
communications shall be:

                                  Ex. 10.1-40
<PAGE>
          If to the Company:

          BestNet Communications Corp.
          5075 Cascade Road, SE
          Suite K
          Grand Rapids, Michigan 49546
          Telephone: (616) 977-9933
          Facsimile: (616) 977-9955
          Attention: Robert Blanchard, President and Chief Executive Officer

          With copy to:

          Squire, Sanders & Dempsey L.L.P.
          Two Renaissance Square
          Suite 2700
          40 North Central Avenue
          Phoenix, Arizona 85004
          Telephone: (602) 528-4000
          Facsimile: (602) 253-8129
          Attention: Gregory R. Hall, Esq.

If to a holder of this Warrant,  to it at the address and  facsimile  number set
forth in writing by the holder and delivered from time to time, or at such other
address and  facsimile as shall be delivered to the Company by the holder at any
time.  Each party shall  provide  five days' prior  written  notice to the other
party of any change in address or  facsimile  number.  Written  confirmation  of
receipt (A) given by the  recipient  of such  notice,  consent,  waiver or other
communication,  (B)  mechanically  or  electronically  generated by the sender's
facsimile machine containing the time, date,  recipient  facsimile number and an
image of the first page of such  transmission  or (C)  provided by a  nationally
recognized  overnight delivery service shall be rebuttable  evidence of personal
service,  receipt by facsimile or receipt from a nationally recognized overnight
delivery   service  in  accordance   with  clause  (i),  (ii)  or  (iii)  above,
respectively.

     11. DATE. The date of this Warrant is April 23, 2002. This Warrant,  in all
events, shall be wholly void and of no effect after the close of business on the
Expiration Date, except that  notwithstanding  any other provisions  hereof, the
provisions of Section 7 shall  continue in full force and effect after such date
as to any Warrant  Shares or other  securities  issued upon the exercise of this
Warrant.

     12.  AMENDMENT  AND  WAIVER.  Except  as  otherwise  provided  herein,  the
provisions  of the  Warrants  may be amended and the Company may take any action
herein prohibited, or omit to perform any act herein required to be performed by
it, only if the Company has obtained  the written  consent of the holder of this
Warrant  provided that no such action may increase the Warrant Exercise Price of
the Warrants,  decrease the number of shares or class of stock  obtainable  upon

                                  Ex. 10.1-41
<PAGE>
exercise of any Warrants, or otherwise materially adversely effect the rights of
the holder of this Warrant without the written consent of such holder.

     13.  DESCRIPTIVE  HEADINGS;  GOVERNING LAW;  JURISDICTION.  The descriptive
headings of the several Sections and paragraphs of this Warrant are inserted for
convenience  only and do not  constitute a part of this  Warrant.  The corporate
laws of the State of Nevada  shall  govern all issues  concerning  the  relative
rights of the Company and its stockholders.  All other questions  concerning the
construction,  validity, enforcement and interpretation of this Warrant shall be
governed by the internal laws of the State of Arizona,  without giving effect to
any choice of law or conflict of law  provision or rule (whether of the State of
Arizona,  or any other  jurisdictions)  that would cause the  application of the
laws of any jurisdictions  other than the State of Arizona.  Each of the parties
hereto irrevocably consents and submits to the nonexclusive  jurisdiction of the
Supreme Court of the State of Arizona and the United States  District  Court for
the  District of Arizona in  connection  with any  proceeding  arising out of or
relating  to this  Warrant,  waives  any  objection  to venue in the  County  of
Maricopa,  State of Arizona,  or such  District,  and agrees that service of any
summons,  complaint,  notice of other process relating to such proceeding may be
effected in the manner provided by Section 10 hereof.


                                      BESTNET COMMUNICATIONS CORP.


                                      By:
                                          --------------------------------------
                                          ROBERT A.BLANCHARD
                                          President & CEO

                                  Ex. 10.1-42
<PAGE>
                              EXHIBIT A TO WARRANT

                                SUBSCRIPTION FORM

        TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS WARRANT
                          BESTNET COMMUNICATIONS CORP.

     The undersigned  holder hereby  exercises the right to purchase ________ of
the shares of Common Stock ("Warrant Shares") of BestNet Communications Corp., a
Nevada  corporation  (the  "Company"),  evidenced by the  attached  Warrant (the
"Warrant").  Capitalized  terms used herein and not otherwise defined shall have
the respective meanings set forth in the Warrant.

     1.  Payment of  Warrant  Exercise  Price.  In the event that the holder has
elected a Cash Exercise with respect to some or all of the Warrant  Shares to be
issued pursuant hereto,  the holder shall pay the sum of ________ to the Company
in accordance with the terms of the Warrant.

     2.  Delivery of Warrant  Shares.  The Company  shall  deliver to the holder
_______ Warrant Shares in accordance with the terms of the Warrant.

Dated:
       -------------------, --------


------------------------------------
Name of Registered Holder

By:
    --------------------------------
    Name:
    Title:

                                  Ex. 10.1-43
<PAGE>
                              EXHIBIT B TO WARRANT

                              FORM OF WARRANT POWER

FOR VALUE RECEIVED,  the undersigned  does hereby assign and transfer to Anthony
Silverman,  Federal  Identification  No.  ______________________,  a warrant  to
purchase _______ shares of the capital stock of BestNet  Communications Corp., a
Nevada corporation, standing in the name of the undersigned on the books of said
corporation.  The  undersigned  does hereby  irrevocably  constitute and appoint
______________, attorney to transfer the warrants of said corporation, with full
power of substitution in the premises.


Dated:
       --------------, -------


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

                                          Its:
                                               ---------------------------------

                                  Ex. 10.1-44
<PAGE>
                              EXHIBIT C TO WARRANT

                            FORM OF AFFIDAVIT OF LOSS

STATE OF                   )
                           ) ss:
COUNTY OF                  )

     The undersigned  (hereinafter  "Deponent"),  being duly sworn,  deposes and
says that:

          1. Deponent is an adult whose mailing address is:

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

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

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

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

          2. Deponent is the recipient of a Warrant (the "Warrant") from BestNet
Communications  Corp. (the "Company"),  dated April 23, 2002 for the purchase of
500,000 shares of Common Stock, par value $.001 per share, of the Company, at an
exercise price of $0.50 per share.

          3. The Warrant has been lost,  stolen,  destroyed or misplaced,  under
the following circumstances:

          4. The Warrant was not endorsed.

          5. Deponent has made a diligent  search for the Warrant,  and has been
unable to find or recover same, and Deponent was the unconditional  owner of the
Warrant  at the  time  of  loss,  and is  entitled  to the  full  and  exclusive
possession thereof;  that neither the Warrant nor the rights of Deponent therein
have, in whole or in part, been assigned, transferred,  hypothecated, pledged or
otherwise  disposed of, in any manner  whatsoever,  and that no person,  firm or
corporation  other than the  Deponent  has any right,  title,  claim,  equity or
interest in, to, or respecting the Warrant.

          6. Deponent  makes this  Affidavit  for the purpose of requesting  and
inducing the Company and its agents to issue a new warrant in  substitution  for
the Warrant.

          7. If the Warrant should ever come into the hands, custody or power of
the Deponent or the Deponent's representatives,  agents or assigns, the Deponent
will immediately and without consideration surrender the Warrant to the Company,
its  representatives,  agents or assigns,  its transfer  agents or  subscription
agents for cancellation.

          8. The Deponent hereby indemnifies and holds harmless the Company from
any claim or demand  for  payment  or  reimbursement  of any  party  arising  in
connection with the subject matter of this Affidavit.

                                  Ex. 10.1-45
<PAGE>
Signed, sealed and dated:
                          -----------------------------------------






                                           -------------------------------------
                                           Deponent




Sworn to and subscribed before me this
____ day of _____________, _________





-------------------------------------
Notary Public

                                  Ex. 10.1-46