Exhibit 4.2


              CERTIFICATE TO SET FORTH DESIGNATIONS, VOTING POWERS,
              PREFERENCES, LIMITATIONS, RESTRICTIONS, AND RELATIVE
                  RIGHTS OF SERIES C 8% CUMULATIVE CONVERTIBLE
                   PREFERRED STOCK, $.001 PAR VALUE PER SHARE

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

     It is hereby certified that:

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

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

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

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

     1.  DESIGNATION:  NUMBER  OF  SHARES.  The  designation  of said  series of
Preferred Stock shall be Series C 8% Cumulative Convertible Preferred Stock (the
"SERIES C PREFERRED  STOCK").  The number of shares of Series C Preferred  Stock
shall be 10,000.  Each  share of Series C  Preferred  Stock  shall have a stated
value equal to $100 (as adjusted for any stock dividends, combinations or splits
with respect to such shares) (the "STATED VALUE"), and $.001 par value.

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

     3. DIVIDENDS.

          (a) The  Holders of  outstanding  shares of Series C  Preferred  Stock
shall be entitled to receive preferential  dividends in cash out of any funds of
the  Corporation  legally  available  at the time for  declaration  of dividends
<PAGE>
before any dividend or other distribution will be paid or declared and set apart
for payment on any shares of any Common Stock, or other class of stock presently
authorized  or to be authorized  (the Common  Stock,  and such other stock being
hereinafter  collectively  the "JUNIOR STOCK") at the rate of 8% simple interest
per annum on the Stated Value per share payable  quarterly  commencing  with the
quarter ending December 31, 2001 when as and if declared,  at the  Corporation's
option however that dividend  payments may be made in additional  fully paid and
non  assessable  shares  of Series C  Preferred  Stock at a rate of one share of
Series C Preferred  Stock for each $100 of such  dividend not paid in cash,  and
the issuance of such  additional  shares shall  constitute  full payment of such
dividend. Dividends may be paid with Series C Preferred Stock only if the Common
Stock  deliverable  upon  conversion of such Series C Preferred  Stock will have
been included for public  resale in an effective  registration  statement  filed
with the  Securities  and Exchange  Commission  on the dates such  dividends are
payable and paid to the Holders, otherwise the dividend will be paid in cash.

          (b) The  dividends  on the  Series  C  Preferred  Stock  at the  rates
provided above shall be cumulative whether or not earned so that, if at any time
full  cumulative  dividends at the rate  aforesaid on all shares of the Series C
Preferred  Stock then  outstanding  from the date from and after which dividends
thereon  are  cumulative  to the  end  of the  quarterly  dividend  period  next
preceding  such time  shall not have  been  paid or  declared  and set apart for
payment,  or if the full  dividend  on all such  outstanding  Series C Preferred
Stock for the then current  dividend period shall not have been paid or declared
and set  apart  for  payment,  the  amount  of the  deficiency  shall be paid or
declared and set apart for payment (but without interest thereon) before any sum
shall be set apart for or  applied by the  Corporation  or a  subsidiary  of the
Corporation  to the purchase,  redemption or other  acquisition  of the Series C
Preferred  Stock or Parri  Passu  Securities)  and before any  dividend or other
distribution  shall be paid or declared  and set apart for payment on any Junior
Stock and  before  any sum shall be set aside for or  applied  to the  purchase,
redemption or other acquisition of Junior Stock.

          (c)  Dividends  on all shares of the Series C  Preferred  Stock  shall
begin to accrue and be cumulative from and after the date of issuance thereof. A
dividend  period  shall be deemed to commence  on the day  following a quarterly
dividend  payment  date  herein  specified  and to end  on the  next  succeeding
quarterly dividend payment date herein specified.

     4. LIQUIDATION RIGHTS.

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

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

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

          (a) Subject to the further  provisions of this paragraph 5 each Holder
of  shares  of  Series  C  Preferred  Stock  shall  have  the  right at any time
commencing  after the  issuance  to the Holder of Series C Preferred  Stock,  to
convert such shares into fully paid and non-assessable shares of Common Stock of
the  Corporation  (as defined in paragraph 5(i) below)  determined in accordance
with the  Conversion  Price  provided in paragraph  5(b) below (the  "CONVERSION
PRICE").  All issued or accrued but unpaid  dividends  may be  converted  at the

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<PAGE>
election of the Holder simultaneously with the conversion of principal amount of
Stated Value of Series C Preferred Stock being converted.

          (b) The number of shares of Common Stock  issuable upon  conversion of
each share of Series C Preferred Stock shall equal (i) the sum of (A) the Stated
Value per share and (B) at the Holder's election accrued and unpaid dividends on
such share,  divided by (ii) the Conversion Price. The Conversion Price shall be
(i) until 45 days  from the date  hereof,  $2.90,  and (ii) on and after 45 days
from the date hereof, the lower of (x) $2.40; or (y) eighty percent (80%) of the
average of the three lowest  closing prices for the Common Stock on the NASD OTC
Bulletin Board, NASDAQ SmallCap Market, NASDAQ National Market System,  American
Stock Exchange, or New York Stock Exchange (whichever of the foregoing is at the
time the  principal  trading  exchange  or  market  for the  Common  Stock,  the
"PRINCIPAL MARKET"), or on any securities exchange or other securities market on
which the Common  Stock is then  being  listed or  traded,  for the thirty  (30)
trading days prior to but not including the Conversion Date.

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

          In the case of the  exercise  of the  conversion  rights  set forth in
paragraph 5(a) the conversion  privilege  shall be deemed to have been exercised
and the shares of Common Stock issuable upon such conversion  shall be deemed to
have been issued upon the date of receipt by the  Corporation  or Transfer Agent
of the Notice of  Conversion.  The person or entity  entitled to receive  Common
Stock issuable upon such conversion shall, on the date such conversion privilege
is deemed to have been exercised and thereafter,  be treated for all purposes as
the record  Holder of such  Common  Stock and shall on the same date cease to be
treated  for any  purpose  as the  record  Holder  of such  shares  of  Series C
Preferred Stock so converted.

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

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

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

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

               (i) In case the  Corporation  shall at any time (A)  declare  any
dividend  or  distribution  on its  Common  Stock  or  other  securities  of the
Corporation  other than the Series C Preferred Stock, (B) split or subdivide the
outstanding  Common  Stock,  (C) combine  the  outstanding  Common  Stock into a
smaller number of shares, or (D) issue by  reclassification  of its Common Stock
any shares or other securities of the  Corporation,  then in each such event the
Conversion Price shall be adjusted proportionately so that the Holders of Series
C Preferred  Stock shall be entitled to receive the kind and number of shares or
other securities of the Corporation  which such Holders would have owned or have
been  entitled to receive  after the  happening  of any of the events  described
above had such shares of Series C  Preferred  Stock been  converted  immediately
prior to the happening of such event (or any record date with respect  thereto).
Such  adjustment  shall be made  whenever  any of the events  listed above shall
occur. An adjustment made to the Conversion  pursuant to this paragraph  5(d)(i)
shall  become  effective  immediately  after  the  effective  date of the  event
retroactive to the record date, if any, for the event.

          (e) (i) In case of any  merger  of the  Corporation  with or into  any
other corporation (other than a merger in which the Corporation is the surviving
or  continuing  corporation  and which does not result in any  reclassification,
conversion, or change of the outstanding shares of Common Stock) then unless the
right to convert shares of Series C Preferred  Stock shall have  terminated,  as
part of such merger lawful  provision  shall be made so that Holders of Series C
Preferred Stock shall  thereafter have the right to convert each share of Series
C  Preferred  Stock  into the kind and  amount of shares of stock  and/or  other
securities or property  receivable upon such merger by a Holder of the number of
shares of Common Stock into which such shares of Series C Preferred  Stock might
have been converted  immediately  prior to such  consolidation  or merger.  Such
provision shall also provide for adjustments which shall be as nearly equivalent
as may be practicable to the  adjustments  provided for in paragraph (d) of this
paragraph 5. The foregoing  provisions of this  paragraph  5(e) shall  similarly
apply to successive mergers.

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

          (f) Whenever the number of shares to be issued upon  conversion of the
Series  C  Preferred  Stock is  required  to be  adjusted  as  provided  in this
paragraph 5, the  Corporation  shall  forthwith  compute the adjusted  number of

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shares to be so issued and prepare a  certificate  setting  forth such  adjusted
conversion  amount and the facts upon which such  adjustment is based,  and such
certificate  shall  forthwith be filed with the Transfer  Agent for the Series C
Preferred  Stock and the Common Stock;  and the  Corporation  shall mail to each
Holder of record of Series C Preferred Stock notice of such adjusted  conversion
price.

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

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

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

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

               (iv) the voluntary dissolution,  liquidation or winding-up of the
Corporation;

then, and in any one or more of said cases, the Corporation shall cause at least
fifteen  (15)  days  prior  notice  of the  date on which  (A) the  books of the
Corporation  shall  close  or  a  record  be  taken  for  such  stock  dividend,
distribution,  or  subscription  rights,  or (B)  such  capital  reorganization,
reclassification,  merger,  dissolution,  liquidation  or winding-up  shall take
place,  as the case may be, to be mailed to the Transfer  Agent for the Series C
Preferred  Stock and for the  Common  Stock and to the  Holders of record of the
Series C Preferred Stock.

          (h) So long as any shares of Series C  Preferred  Stock  shall  remain
outstanding  and the Holders thereof shall have the right to convert the same in
accordance  with  provisions of this  paragraph 5 the  Corporation  shall at all
times  reserve from the  authorized  and  unissued  shares of its Common Stock a
sufficient number of shares to provide for such conversions.

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

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

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

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<PAGE>
          (l) In addition to any other rights  available  to the Holder,  if the
Corporation  fails to deliver to the Holder  such  certificate  or  certificates
pursuant to paragraph  5(c) by the Delivery  Date and if after the Delivery Date
the Holder  purchases (in an open market  transaction  or  otherwise)  shares of
Common Stock to deliver in  satisfaction  of a sale by such Holder of the Common
Stock which the Holder anticipated  receiving upon such conversion (a "BUY-IN"),
then  the  Corporation  shall  pay in cash to the  Holder  (in  addition  to any
remedies  available  to or  elected by the  Holder)  the amount by which (A) the
Holder's total purchase price (including brokerage commissions,  if any) for the
shares of Common Stock so purchased  exceeds (B) the  aggregate  Stated Value of
the shares of Series C Preferred  Stock for which such conversion was not timely
honored,  together  with interest  thereon at a rate of 15% per annum,  accruing
until such amount and any accrued interest thereon is paid in full (which amount
shall be paid as liquidated damages and not as a penalty).  For example,  if the
Holder purchases shares of Common Stock having a total purchase price of $11,000
to cover a Buy-In with respect to an attempted  conversion  of $10,000 of Stated
Value of Series C Preferred Stock, the Corporation  shall be required to pay the
Holder $1,000,  plus interest.  The Holder shall provide the Corporation written
notice indicating the amounts payable to the Holder in respect of the Buy-In.

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

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

     8. OPTIONAL  REDEMPTION.  The Corporation will have the option of redeeming
any outstanding  shares of Preferred Stock ("OPTIONAL  REDEMPTION") by paying to
the Purchaser a sum of money as follows:

          from the date hereof through 30 days after the date hereof - 120% from
          31 days  through  90 days  after  the date  hereof - 135% from 91 days
          through 180 days after the date hereof - 150% after 180 days following
          the date hereof - 200%

of the  Stated  Value of the  Preferred  Stock and any and all  other  sums due,
accrued  or  payable  to  the  Purchaser  arising  under  this  Agreement,   the
Certificate  of   Designations   or  any  other  document   delivered   herewith
("REDEMPTION  AMOUNT")  outstanding on the day notice of redemption  ("NOTICE OF
REDEMPTION) is given to a Purchaser  ("REDEMPTION DATE"). A Notice of Redemption
may not be given in  connection  with any portion of  Preferred  Stock for which
notice of conversion  has been given by the Purchaser at any time before receipt
of a Notice of  Redemption.  A Notice of  Redemption  must be  accompanied  by a
certificate  signed by the chief executive officer or chief financial officer of
the Corporation stating that the Corporation has on deposit and segregated ready
funds equal to the Redemption Amount. The Redemption Amount must be paid in good
funds to the  Purchaser no later than the seventh  (7th)  business day after the
Redemption  Date  ("OPTIONAL   REDEMPTION  PAYMENT  DATE").  In  the  event  the
Corporation  fails  to pay the  Redemption  Amount  by the  Optional  Redemption
Payment  Date,  then  the  Redemption  Notice  will be  null  and  void  and the
Corporation  will  thereafter  have no  further  right  to  effect  an  Optional
Redemption,  and at the  Purchaser's  election,  the  Redemption  Amount will be
deemed a Mandatory  Redemption Payment and the Optional  Redemption Payment Date
will be deemed a Mandatory  Redemption  Payment Date.  Such failure will also be
deemed an Event of Default under the Preferred  Stock.  Any Notice of Redemption
must be given to all holders of Preferred  Stock issued in  connection  with the
Offering,  in  proportion to their  holdings of Preferred  Stock on a Redemption
Date. A Notice of Redemption  may be given by the  Corporation,  provided (i) no
Event of Default,  as described in the  Certificate of  Designations  shall have
occurred  or be  continuing;  and  (ii)  the  Conversion  Shares  issuable  upon
conversion  of the full Stated  Value of the  Preferred  Stock are  included for
unrestricted  resale in a registration  statement effective as of the Redemption
Date. Preferred Stock proceeds may not be used to effect an Optional Redemption.

     9. EVENT OF  DEFAULT.  The  occurrence  of any of the  following  events of
default  ("EVENT OF DEFAULT")  shall,  after the  applicable  period to cure the
Event of Default,  cause the dividend rate of 8% described in paragraph 3 hereof
to become 15% from and after the occurrence of such event,  and the Holder shall
have the  option to require  the  Corporation  to redeem the Series C  Preferred
Stock  held by  such  Holder  by the  immediate  payment  to the  Holder  by the
Corporation  of a sum of money  equal to the  number  of  shares  that  would be
issuable  upon  conversion  of an amount of Stated  Value and accrued  dividends

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<PAGE>
designated by the Holder at the Conversion Price in effect as of the trading day
prior to the date notice is given to the Corporation by the Holder multiplied by
the average of the closing ask prices of the Corporation's  Common Stock for the
same days employed when determining such Conversion Price:

          9.1 FAILURE TO PAY DIVIDEND. The Corporation fails to pay any dividend
payment  required to be paid  pursuant to the terms of paragraph 3 hereof or the
failure  to  timely  pay any  other  sum of  money  due to the  Holder  from the
Corporation  and such  failure  continues  for a period of ten (10)  days  after
written notice to the Corporation from the Holder.

          9.2 BREACH OF COVENANT. The Corporation breaches any material covenant
or other term or condition of this  Certificate of  Designations in any material
respect and such breach, if subject to cure, continues for a period of seven (7)
days after written notice to the Corporation from the Holder.

          9.3  BREACH  OF   REPRESENTATIONS   AND   WARRANTIES.   Any   material
representation  or warranty of the  Corporation  made  herein,  in the  Purchase
Agreement,  or in any  agreement,  statement  or  certificate  given in  writing
pursuant hereto or in connection therewith shall be false or misleading.

          9.4 RECEIVER OR TRUSTEE.  The Corporation shall make an assignment for
the  benefit  of  creditors,  or apply for or consent  to the  appointment  of a
receiver  or  trustee  for it or for a  substantial  part  of  its  property  or
business; or such a receiver or trustee shall otherwise be appointed.

          9.5 JUDGMENTS. Any money judgment, writ or similar final process shall
be entered or filed against  Borrower or any of its property or other assets for
more than $50,000, and shall remain unvacated, unbonded or unstayed for a period
of forty-five (45) days.

          9.6 BANKRUPTCY. Bankruptcy, insolvency,  reorganization or liquidation
proceedings  or other  proceedings or relief under any bankruptcy law or any law
for the relief of debtors shall be instituted by or against the Corporation.

          9.7 DELISTING. Delisting of the Common Stock from the Principal Market
or such  other  principal  exchange  on which the  Common  Stock is  listed  for
trading; the Corporation's failure to comply with the conditions for listing; or
notification  that the  Corporation is not in compliance with the conditions for
such continued listing.

          9.8  CONCESSION.  A concession by the  Corporation,  after  applicable
notice  and cure  periods,  under any one or more  obligations  in an  aggregate
monetary amount in excess of $50,000.

          9.9 STOP TRADE.  An SEC stop trade order or Principal  Market  trading
suspension.

          9.10 FAILURE TO DELIVER  COMMON STOCK.  The  Corporation's  failure to
timely deliver  Common Stock to the Holder  pursuant to and in the form required
by this certificate and Section 8 of the Purchase Agreement.

          9.11 REGISTRATION DEFAULT. The occurrence of a Non-Registration  Event
as described in Section 9.4 of the Purchase Agreement.

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


Dated:  October ___, 2001                  BESTNET COMMUNICATIONS CORP.


                                           By:_________________________

                                       7
<PAGE>
                                    EXHIBIT A

                              NOTICE OF CONVERSION

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

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

Date of Conversion:_____________________________________________________________

Applicable Conversion Price Per Share:__________________________________________

Conversion Price Calculated Pursuant to:
Section 4(b)(x):__________________________  or 4(b)(y):_________________________

The three dates and closing prices employed are:

(1)_______________/$_______________         (2)_______________/$_____________

(3)_______________/$_______________


Number of Common Shares Issuable Upon This Conversion:_____________



Signature:______________________________________________________________________

Print Name:_____________________________________________________________________

Address:________________________________________________________________________

________________________________________________________________________________

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

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________