Exhibit 4.1

THIS WARRANT AND THE COMMON  SHARES  ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE
NOT BEEN REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED.  THIS WARRANT
AND THE COMMON  SHARES  ISSUABLE  UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD,
OFFERED  FOR SALE,  PLEDGED  OR  HYPOTHECATED  IN THE  ABSENCE  OF AN  EFFECTIVE
REGISTRATION  STATEMENT  AS TO THIS  WARRANT  UNDER  SAID ACT OR AN  OPINION  OF
COUNSEL  REASONABLY  SATISFACTORY  TO  BESTNET  COMMUNICATIONS  CORP.  THAT SUCH
REGISTRATION IS NOT REQUIRED.

                              Right to Purchase 25,000 Shares of Common Stock of
         BestNet Communications Corp. (subject to adjustment as provided herein)

                          COMMON STOCK PURCHASE WARRANT

No. 2001-1                                          Issue Date: October __, 2001

     BESTNET COMMUNICATIONS CORP., a corporation organized under the laws of the
State of Nevada (the  "COMPANY"),  hereby  certifies  that, for value  received,
LAURUS MASTER FUND, LTD., or assigns (the "HOLDER"), is entitled, subject to the
terms set forth  below,  to purchase  from the Company  from and after the Issue
Date of this Warrant and at any time or from time to time before 5:00 p.m.,  New
York time, through five (5) years after such date (the "EXPIRATION DATE"), up to
25,000  fully  paid and  nonassessable  shares of Common  Stock (as  hereinafter
defined),  $.001 par value per share,  of the  Company,  at a purchase  price of
$____ per share (such  purchase price per share as adjusted from time to time as
herein provided is referred to herein as the "PURCHASE  PRICE").  The number and
character of such shares of Common  Stock and the Purchase  Price are subject to
adjustment as provided herein.

     As used herein the following terms,  unless the context otherwise requires,
have the following respective meanings:

     (a) The term "Company" shall include BestNet  Communications  Corp. and any
corporation   which  shall  succeed  or  assume  the   obligations   of  BestNet
Communications Corp. hereunder.

     (b) The term "Common Stock" includes (a) the Company's Common Stock,  $.001
par  value per  share,  as  authorized  on the date of the  Securities  Purchase
Agreement  referred to in Section 9 hereof,  (b) any other  capital stock of any
class or classes  (however  designated)  of the Company,  authorized on or after
such date, the holders of which shall have the right,  without  limitation as to
amount,  either to all or to a share of the  balance  of current  dividends  and
liquidating  dividends after the payment of dividends and  distributions  on any
shares entitled to preference, and the holders of which shall ordinarily, in the
absence of contingencies,  be entitled to vote for the election of a majority of
directors of the Company (even if the right so to vote has been suspended by the
happening of such a contingency)  and (c) any other securities into which or for
which  any of the  securities  described  in (a)  or  (b)  may be  converted  or
exchanged pursuant to a plan of recapitalization,  reorganization,  merger, sale
of assets or otherwise.

     (c) The term  "Other  Securities"  refers to any stock  (other  than Common
Stock) and other  securities  of the Company or any other person  (corporate  or
otherwise)  which the holder of the  Warrant at any time  shall be  entitled  to
receive,  or shall have received,  on the exercise of the Warrant, in lieu of or
in  addition  to Common  Stock,  or which at any time shall be issuable or shall
have been  issued in exchange  for or in  replacement  of Common  Stock or Other
Securities pursuant to Section 4 or otherwise.

     1.   EXERCISE OF WARRANT.

          1.1. NUMBER OF SHARES ISSUABLE UPON EXERCISE.  From and after the date
hereof  through and including the  Expiration  Date,  the holder hereof shall be
entitled to receive,  upon exercise of this Warrant in whole in accordance  with
the  terms  of  subsection  1.2 or  upon  exercise  of this  Warrant  in part in
accordance with  subsection 1.3, shares of Common Stock of the Company,  subject
to adjustment pursuant to Section 4.
<PAGE>
          1.2.  FULL  EXERCISE.  This  Warrant may be  exercised  in full by the
holder hereof by delivery of an original or fax copy of the form of subscription
attached as Exhibit A hereto  (the  "SUBSCRIPTION  FORM") duly  executed by such
Holder,  to the Company at its principal  office or at the office of its warrant
agent (as provided hereinafter), accompanied by payment, in cash, wire transfer,
or by certified or official bank check  payable to the order of the Company,  in
the amount  obtained  by  multiplying  the number of shares of Common  Stock for
which this Warrant is then  exercisable  by the Purchase  Price (as  hereinafter
defined) then in effect.

          1.3. PARTIAL EXERCISE.  This Warrant may be exercised in part (but not
for a  fractional  share) by  surrender of this Warrant in the manner and at the
place provided in subsection 1.2 except that the amount payable by the holder on
such partial exercise shall be the amount obtained by multiplying (a) the number
of shares of Common Stock designated by the holder in the  Subscription  Form by
(b) the  Purchase  Price  then in  effect.  On any such  partial  exercise,  the
Company,  at its expense,  will forthwith issue and deliver to or upon the order
of the  holder  hereof a new  Warrant of like  tenor,  in the name of the holder
hereof or as such holder (upon payment by such holder of any applicable transfer
taxes) may request,  the number of shares of Common Stock for which such Warrant
may still be exercised.

          1.4. FAIR MARKET  VALUE.  Fair Market Value of a share of Common Stock
as of a particular  date (the  "DETERMINATION  DATE") shall mean the Fair Market
Value of a share of the Company's Common Stock.  Fair Market Value of a share of
Common Stock as of a Determination Date shall mean:

               (a) If the Company's  Common Stock is traded on an exchange or is
quoted  on the  National  Association  of  Securities  Dealers,  Inc.  Automated
Quotation  ("NASDAQ") National Market System or the NASDAQ SmallCap Market, then
the closing or last sale price, respectively, reported for the last business day
immediately preceding the Determination Date.

               (b) If the Company's Common Stock is not traded on an exchange or
on the NASDAQ National Market System or the NASDAQ SmallCap Market but is traded
on the NASD OTC  Bulletin  Board,  then the mean of the  closing  bid and  asked
prices   reported  for  the  last   business  day   immediately   preceding  the
Determination Date.

               (c) Except as  provided  in clause (d)  below,  if the  Company's
Common Stock is not publicly traded, then as the Holder and the Company agree or
in the absence of agreement by  arbitration  in  accordance  with the rules then
standing of the American Arbitration Association,  before a single arbitrator to
be chosen from a panel of persons qualified by education and training to pass on
the matter to be decided.

               (d) If the  Determination  Date  is the  date  of a  liquidation,
dissolution or winding up, or any event deemed to be a liquidation,  dissolution
or winding up pursuant to the Company's charter,  then all amounts to be payable
per share to holders of the Common Stock pursuant to the charter in the event of
such  liquidation,  dissolution  or  winding  up,  plus all other  amounts to be
payable  per share in  respect  of the  Common  Stock in  liquidation  under the
charter,  assuming for the purposes of this clause (d) that all of the shares of
Common Stock then issuable upon exercise of all of the Warrants are  outstanding
at the Determination Date.

          1.5.  COMPANY  ACKNOWLEDGMENT.  The Company  will,  at the time of the
exercise of the Warrant,  upon the request of the holder hereof  acknowledge  in
writing its  continuing  obligation to afford to such holder any rights to which
such holder shall continue to be entitled after such exercise in accordance with
the  provisions  of this  Warrant.  If the  holder  shall  fail to make any such
request,  such failure shall not affect the continuing obligation of the Company
to afford to such holder any such rights.

          1.6.  TRUSTEE FOR WARRANT  HOLDERS.  In the event that a bank or trust
company  shall have been  appointed  as trustee for the holders of the  Warrants
pursuant to Subsection 3.2, such bank or trust company shall have all the powers
and duties of a warrant agent (as  hereinafter  described) and shall accept,  in
its own name for the account of the Company or such  successor  person as may be
entitled  thereto,  all  amounts  otherwise  payable  to  the  Company  or  such
successor,  as the case may be, on  exercise  of this  Warrant  pursuant to this
Section 1.

                                       2
<PAGE>
          2.1  DELIVERY OF STOCK  CERTIFICATES,  ETC. ON  EXERCISE.  The Company
agrees that the shares of Common Stock  purchased  upon exercise of this Warrant
shall be deemed to be issued to the holder  hereof as the  record  owner of such
shares as of the close of business on the date on which this Warrant  shall have
been  surrendered  and  payment  made for such shares as  aforesaid.  As soon as
practicable  after the exercise of this  Warrant in full or in part,  and in any
event  within 7 days  thereafter,  the  Company at its  expense  (including  the
payment by it of any applicable issue taxes) will cause to be issued in the name
of and delivered to the holder  hereof,  or as such holder (upon payment by such
holder  of  any  applicable  transfer  taxes)  may  direct  in  compliance  with
applicable Securities Laws, a certificate or certificates for the number of duly
and validly  issued,  fully paid and  nonassessable  shares of Common  Stock (or
Other Securities) to which such holder shall be entitled on such exercise, plus,
in lieu of any  fractional  share  to  which  such  holder  would  otherwise  be
entitled,  cash equal to such fraction  multiplied by the then Fair Market Value
of one full  share,  together  with any  other  stock  or other  securities  and
property  (including  cash,  where  applicable) to which such holder is entitled
upon such exercise pursuant to Section 1 or otherwise.

          2.2. CASHLESS EXERCISE.

               (a)  Payment may be made  either in (i) cash or by  certified  or
official bank check payable to the order of the Company equal to the  applicable
aggregate  Purchase  Price,  (ii) by delivery of  Warrants,  Common Stock and/or
Common Stock receivable upon exercise of the Warrants in accordance with Section
(b) below,  or (iii) by a combination of any of the foregoing  methods,  for the
number of Common Shares specified in such form (as such exercise number shall be
adjusted to reflect any adjustment in the total number of shares of Common Stock
issuable  to the holder  per the terms of this  Warrant)  and the  holder  shall
thereupon be entitled to receive the number of duly authorized,  validly issued,
fully-paid  and  non-assessable  shares  of Common  Stock (or Other  Securities)
determined as provided herein.

               (b) Notwithstanding any provisions herein to the contrary, if the
Fair  Market  Value of one share of Common  Stock is greater  than the  Purchase
Price (at the date of  calculation  as set forth  below),  in lieu of exercising
this  Warrant for cash,  upon  consent of the  Company,  the holder may elect to
receive shares equal to the value (as determined  below) of this Warrant (or the
portion  thereof being  cancelled) by surrender of this Warrant at the principal
office of the Company together with the properly  endorsed  Subscription Form in
which event the  Company  shall issue to the holder a number of shares of Common
Stock computed using the following formula:

                                   X = Y(A-B)
                                       ------
                                          A

     Where     X =  the  number of shares of Common  Stock to be issued to the
                    holder

               Y =  the number of shares of Common Stock purchasable under the
                    Warrant  or,  if only a  portion  of the  Warrant  is  being
                    exercised,  the portion of the Warrant  being  exercised (at
                    the date of such calculation)

               A =  the Fair Market Value of one share of the  Company's  Common
                    Stock (at the date of such calculation)

               B =  Purchase Price (as adjusted to the date of such calculation)

     3.   ADJUSTMENT FOR REORGANIZATION, CONSOLIDATION, MERGER, ETC.

          3.1. REORGANIZATION,  CONSOLIDATION,  MERGER, ETC. In case at any time
or from  time to time,  the  Company  shall  (a)  effect a  reorganization,  (b)
consolidate  with or  merge  into  any  other  person,  or (c)  transfer  all or
substantially all of its properties or assets to any other person under any plan
or arrangement  contemplating the dissolution of the Company, then, in each such
case,  as a condition  to the  consummation  of such a  transaction,  proper and
adequate  provision  shall be made by the  Company  whereby  the  holder of this
Warrant,  on the exercise  hereof as provided in Section 1 at any time after the
consummation of such  reorganization,  consolidation  or merger or the effective
date of such  dissolution,  as the case may be,  shall  receive,  in lieu of the
Common  Stock (or Other  Securities)  issuable  on such  exercise  prior to such
consummation or such effective date, the stock and other securities and property
(including  cash) to which  such  holder  would  have  been  entitled  upon such
consummation or in connection with such dissolution, as the case may be, if such

                                       3
<PAGE>
holder had so exercised this Warrant,  immediately prior thereto, all subject to
further adjustment thereafter as provided in Section 4.

          3.2.  DISSOLUTION.  In the  event of any  dissolution  of the  Company
following the transfer of all or substantially  all of its properties or assets,
the Company, prior to such dissolution, shall at its expense deliver or cause to
be delivered the stock and other securities and property  (including cash, where
applicable)  receivable by the holders of the Warrants  after the effective date
of such dissolution pursuant to this Section 3 to a bank or trust company having
its  principal  office in New York,  NY, as trustee for the holder or holders of
the Warrants.

          3.3.  CONTINUATION OF TERMS. Upon any  reorganization,  consolidation,
merger or transfer (and any dissolution  following any transfer)  referred to in
this  Section 3, this  Warrant  shall  continue in full force and effect and the
terms hereof shall be applicable to the shares of stock and other securities and
property  receivable on the exercise of this Warrant after the  consummation  of
such   reorganization,   consolidation  or  merger  or  the  effective  date  of
dissolution  following  any such  transfer,  as the case  may be,  and  shall be
binding upon the issuer of any such stock or other securities, including, in the
case of any such transfer,  the person acquiring all or substantially all of the
properties  or assets of the  Company,  whether  or not such  person  shall have
expressly  assumed  the terms of this  Warrant as  provided in Section 4. In the
event  this  Warrant  does not  continue  in full  force  and  effect  after the
consummation of the  transaction  described in this Section 3, then only in such
event  will  the  Company's  securities  and  property  (including  cash,  where
applicable)  receivable  by the  holders of the  Warrants  be  delivered  to the
Trustee as contemplated by Section 3.2.

          3.4. SHARE ISSUANCE. Except for the Excepted Issuances as described in
Section 10 of the Purchase Agreement, if the Company at any time shall issue any
shares of Common  Stock prior to the  complete  exercise  of this  Warrant for a
consideration  less than the Purchase  Price that would be in effect at the time
of such issue,  then,  and  thereafter  successively  upon each such issue,  the
Purchase  Price shall be reduced as follows:  (i) the number of shares of Common
Stock  outstanding  immediately  prior to such issue shall be  multiplied by the
Purchase  Price in effect at the time of such  issue  and the  product  shall be
added to the aggregate consideration,  if any, received by the Company upon such
issue of additional  shares of Common Stock;  and (ii) the sum so obtained shall
be divided by the number of shares of Common Stock outstanding immediately after
such issue.  The resulting  quotient shall be the adjusted  Purchase Price.  For
purposes  of this  adjustment,  the  issuance  of any  security  of the  Company
carrying  the right to convert such  security  into shares of Common Stock or of
any  warrant,  right or option  to  purchase  Common  Stock  shall  result in an
adjustment  to the  Purchase  Price upon the  issuance of shares of Common Stock
upon exercise of such conversion or purchase rights.

     4.  EXTRAORDINARY  EVENTS  REGARDING  COMMON  STOCK.  In the event that the
Company shall (a) issue  additional  shares of the Common Stock as a dividend or
other  distribution on outstanding  Common Stock,  (b) subdivide its outstanding
shares of Common  Stock,  or (c)  combine its  outstanding  shares of the Common
Stock into a smaller  number of shares of the Common  Stock,  then, in each such
event,  the Purchase  Price  shall,  simultaneously  with the  happening of such
event,  be adjusted by multiplying  the then Purchase  Price by a fraction,  the
numerator  of which  shall be the number of shares of Common  Stock  outstanding
immediately prior to such event and the denominator of which shall be the number
of shares of Common  Stock  outstanding  immediately  after such event,  and the
product so obtained shall  thereafter be the Purchase Price then in effect.  The
Purchase Price, as so adjusted,  shall be readjusted in the same manner upon the
happening of any successive  event or events described herein in this Section 4.
The  number of shares of Common  Stock  that the  holder of this  Warrant  shall
thereafter,  on the  exercise  hereof as  provided  in Section 1, be entitled to
receive shall be increased to a number  determined by multiplying  the number of
shares of Common  Stock that would  otherwise  (but for the  provisions  of this
Section 4) be issuable on such exercise by a fraction of which (a) the numerator
is the  Purchase  Price that would  otherwise  (but for the  provisions  of this
Section 4) be in effect, and (b) the denominator is the Purchase Price in effect
on the date of such exercise.

     5.  CERTIFICATE  AS TO  ADJUSTMENTS.  In  each  case of any  adjustment  or
readjustment in the shares of Common Stock (or Other Securities) issuable on the
exercise of the  Warrants,  the Company at its expense will  promptly  cause its
Chief Financial Officer or other appropriate designee to compute such adjustment
or  readjustment  in  accordance  with the terms of the  Warrant  and  prepare a
certificate  setting forth such adjustment or readjustment and showing in detail
the facts upon which such  adjustment  or  readjustment  is based,  including  a
statement of (a) the consideration received or receivable by the Company for any
additional shares of Common Stock (or Other Securities) issued or sold or deemed

                                       4
<PAGE>
to have been issued or sold,  (b) the number of shares of Common Stock (or Other
Securities) outstanding or deemed to be outstanding,  and (c) the Purchase Price
and the number of shares of Common  Stock to be received  upon  exercise of this
Warrant,  in effect  immediately prior to such adjustment or readjustment and as
adjusted or readjusted as provided in this Warrant.  The Company will  forthwith
mail a copy of each  such  certificate  to the  holder  of the  Warrant  and any
Warrant agent of the Company (appointed pursuant to Section 11 hereof).

     6. RESERVATION OF STOCK,  ETC.  ISSUABLE ON EXERCISE OF WARRANT;  FINANCIAL
STATEMENTS. The Company will at all times reserve and keep available, solely for
issuance  and  delivery on the  exercise of the  Warrants,  all shares of Common
Stock (or Other  Securities)  from time to time  issuable on the exercise of the
Warrant.  This  Warrant  entitles  the holder  hereof to  receive  copies of all
financial and other information distributed or required to be distributed to the
holders of the Company's Common Stock.

     7. ASSIGNMENT;  EXCHANGE OF WARRANT.  Subject to compliance with applicable
Securities  laws,  this  Warrant,  and  the  rights  evidenced  hereby,  may  be
transferred by any registered holder hereof (a "TRANSFEROR") with respect to any
or all of the Shares.  On the surrender  for exchange of this Warrant,  with the
Transferor's  endorsement  in  the  form  of  Exhibit  B  attached  hereto  (the
"TRANSFEROR   ENDORSEMENT   FORM")  and  together   with   evidence   reasonably
satisfactory to the Company demonstrating  compliance with applicable Securities
Laws,  the  Company at its  expense but with  payment by the  Transferor  of any
applicable  transfer  taxes)  will  issue and  deliver to or on the order of the
Transferor  thereof a new Warrant or Warrants of like tenor,  in the name of the
Transferor  and/or the  transferee(s)  specified in such Transferor  Endorsement
Form  (each a  "TRANSFEREE"),  calling  in the  aggregate  on the  face or faces
thereof for the number of shares of Common Stock called for on the face or faces
of the Warrant so surrendered by the Transferor.

     8. REPLACEMENT OF WARRANT. On receipt of evidence  reasonably  satisfactory
to the Company of the loss,  theft,  destruction  or  mutilation of this Warrant
and, in the case of any such loss,  theft or  destruction  of this  Warrant,  on
delivery of an indemnity agreement or security  reasonably  satisfactory in form
and amount to the Company or, in the case of any such  mutilation,  on surrender
and  cancellation  of this Warrant,  the Company at its expense will execute and
deliver, in lieu thereof, a new Warrant of like tenor.

     9. REGISTRATION RIGHTS. The Holder of this Warrant has been granted certain
registration rights by the Company. These registration rights are set forth in a
Securities  Purchase  Agreement entered into by the Company and Purchaser of the
Company's  Series C Convertible  Preferred Stock (the  "PREFERRED  STOCK") at or
prior to the issue date of this Warrant.  The terms of the  Securities  Purchase
Agreement  are  incorporated  herein  by  reference.  Upon the  occurrence  of a
Non-Registration Event as described in the Securities Purchase Agreement, in the
event the Company is unable to issue Common Stock upon  exercise of this Warrant
that has been  registered  in the  Registration  Statement  described in Section
9.1(d) of the Securities Purchase  Agreement,  within the time periods described
in the  Securities  Purchase  Agreement,  which  Registration  Statement must be
effective  throughout  the exercise  period of this  Warrant,  then upon written
demand made by the Holder,  the Company will pay to the Holder of this  Warrant,
in lieu of delivering  Common Stock, a sum equal to the closing ask price of the
Company's  Common Stock on the  Principal  Market (as defined in the  Securities
Purchase  Agreement) or such other  principal  trading  market for the Company's
Common Stock on the trading date immediately  preceding the date notice is given
by the  Holder,  less the  Purchase  Price,  for  each  share  of  Common  Stock
designated in such notice from the Holder.

     10.  MAXIMUM  EXERCISE.  The Holder shall not be entitled to exercise  this
Warrant on an exercise date, in connection  with that number of shares of Common
Stock  which would be in excess of the sum of (i) the number of shares of Common
Stock  beneficially  owned by the Holder and its affiliates on an exercise date,
and (ii) the number of shares of Common Stock issuable upon the exercise of this
Warrant with respect to which the determination of this proviso is being made on
an exercise date,  which would result in beneficial  ownership by the Holder and
its affiliates of more than 4.99% of the  outstanding  shares of Common Stock of
the Company on such date.  For the  purposes  of the proviso to the  immediately
preceding sentence,  beneficial ownership shall be determined in accordance with
Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation
13d-3 thereunder.  Subject to the foregoing,  the Holder shall not be limited to
aggregate  exercises which would result in the issuance of more than 4.99%.  The
restriction described in this paragraph may be revoked upon 75 days prior notice
from the Holder to the Company or upon an Event of Default  under the  Preferred
Stock.  The  Holder  may  allocate  which of the  equity of the  Company  deemed
beneficially  owned by the  Subscriber  shall be  included  in the 4.99%  amount
described above and which shall be allocated to the excess above 4.99%.

                                       5
<PAGE>
     11. WARRANT AGENT. The Company may, by written notice to the each holder of
the Warrant,  appoint an agent for the purpose of issuing Common Stock (or Other
Securities)  on the exercise of this Warrant  pursuant to Section 1,  exchanging
this  Warrant  pursuant to Section 7, and  replacing  this  Warrant  pursuant to
Section 8, or any of the foregoing,  and thereafter any such issuance,  exchange
or replacement, as the case may be, shall be made at such office by such agent.

     12. TRANSFER ON THE COMPANY'S  BOOKS.  Until this Warrant is transferred on
the books of the Company,  the Company may treat the registered holder hereof as
the absolute  owner hereof for all purposes,  notwithstanding  any notice to the
contrary.

     13. NOTICES,  ETC. All notices and other communications from the Company to
the  holder  of this  Warrant  shall be  mailed  by first  class  registered  or
certified mail,  postage prepaid,  at such address as may have been furnished to
the Company in writing by such holder or, until any such holder furnishes to the
Company an  address,  then to, and at the  address  of, the last  holder of this
Warrant who has so furnished an address to the Company.

     14. VOLUNTARY ADJUSTMENT BY THE COMPANY. The company may at any time during
the term of this Warrant  reduce the then current  Exercise  Price to any amount
and for any period of time deemed  appropriate  by the Board of Directors of the
Company.

     15. MISCELLANEOUS. This Warrant and any term hereof may be changed, waived,
discharged  or terminated  only by an instrument in writing  signed by the party
against which  enforcement of such change,  waiver,  discharge or termination is
sought.  This Warrant shall be governed by and construed in accordance  with the
laws of State of New York without regard to principles of conflicts of laws. Any
action brought concerning the transactions contemplated by this Warrant shall be
brought only in the state courts of New York or in the federal courts located in
the state of New York. The  individuals  executing this Warrant on behalf of the
Company  agree to submit to the  jurisdiction  of such courts and waive trial by
jury. The prevailing party shall be entitled to recover from the other party its
reasonable  attorney's  fees and costs.  In the event that any provision of this
Warrant is invalid or unenforceable under any applicable statute or rule of law,
then  such  provision  shall be deemed  inoperative  to the  extent  that it may
conflict  therewith and shall be deemed modified to conform with such statute or
rule of law. Any such provision which may prove invalid or  unenforceable  under
any law shall not affect the validity or  enforceability  of any other provision
of this  Warrant.  The  headings in this  Warrant are for  purposes of reference
only,  and shall not limit or  otherwise  affect  any of the terms  hereof.  The
invalidity or  unenforceability  of any provision  hereof shall in no way affect
the validity or enforceability of any other provision.  The Company acknowledges
that  legal  counsel  participated  in the  preparation  of  this  Warrant  and,
therefore,  stipulates that the rule of construction  that ambiguities are to be
resolved  against the drafting party shall not be applied in the  interpretation
of this Warrant to favor any party against the other party.

                      [THIS SPACE INTENTIONALLY LEFT BLANK]

                                       6
<PAGE>
     IN WITNESS WHEREOF,  the Company has executed this Warrant under seal as of
the date first written above.

                               BESTNET COMMUNICATIONS CORP.


                               By:_________________________


Witness:

_________________________

                                       7
<PAGE>
                                                                       EXHIBIT A

                              FORM OF SUBSCRIPTION
                   (To be signed only on exercise of Warrant)

TO: BestNet Communications Corp.

The  undersigned,  pursuant to the provisions set forth in the attached  Warrant
(No.____), hereby irrevocably elects to purchase (check applicable box):

___  ________ shares of the Common Stock covered by such Warrant; or

___  the maximum  number of shares of Common Stock  covered by such Warrant
pursuant to the cashless exercise procedure set forth in Section 2.

The  undersigned  herewith  makes  payment of the full  purchase  price for such
shares  at  the  price  per  share  provided  for  in  such  Warrant,  which  is
$___________. Such payment takes the form of (check applicable box or boxes):

___  $__________ in lawful money of the United States; and/or

___  the  cancellation  of  such  portion  of the  attached  Warrant  as is
exercisable  for a total of _______  shares of Common Stock (using a Fair Market
Value of $_______ per share for purposes of this calculation); and/or

___ the  cancellation  of such number of shares of Common Stock as is necessary,
in accordance  with the formula set forth in Section 2, to exercise this Warrant
with  respect  to the  maximum  number of shares  of Common  Stock  purchaseable
pursuant to the cashless exercise procedure set forth in Section 2.

The undersigned  requests that the certificates for such shares be issued in the
name   of,   and   delivered   to   ____________________    whose   address   is
______________________________________   ____________________________________.

The  undersigned  represents  and  warrants  that all  offers  and  sales by the
undersigned of the securities issuable upon exercise of the within Warrant shall
be made pursuant to registration of the Common Stock under the Securities Act of
1933,  as amended  (the  "Securities  Act") or  pursuant  to an  exemption  from
registration under the Securities Act.

Dated:___________________                _______________________________________
                                         (Signature must conform to name of
                                          holder as specified on the face of the
                                          Warrant)

                                         _______________________________________
                                                        (Address)
<PAGE>
                                                                       Exhibit B

                         FORM OF TRANSFEROR ENDORSEMENT
                   (To be signed only on transfer of Warrant)

     For value received,  the undersigned hereby sells,  assigns,  and transfers
unto the  person(s)  named  below  under  the  heading  "Transferees"  the right
represented  by the within  Warrant to  purchase  the  percentage  and number of
shares of Common  Stock of  BestNet  Communications  Corp.  to which the  within
Warrant  relates  specified  under the  headings  "Percentage  Transferred"  and
"Number Transferred,"  respectively,  opposite the name(s) of such person(s) and
appoints each such person Attorney to transfer its respective right on the books
of BestNet Communications Corp. with full power of substitution in the premises.

================================================================================
                                   PERCENTAGE            NUMBER
               TRANSFEREES         TRANSFERRED         TRANSFERRED
--------------------------------------------------------------------------------

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

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

================================================================================

Dated:___________, ______                _______________________________________
                                         (Signature must conform to name of
                                          holder as specified on the face of the
                                          Warrant)

Signed in the presence of:


_______________________________          _______________________________________
            (Name)                                     (address)


ACCEPTED AND AGREED:                     _______________________________________
[TRANSFEREE]                                           (address)


_______________________________
            (Name)