EXHIBIT 10.15
BestNet Promissory Note
NEITHER THIS CONVERTIBLE SUBORDINATED PROMISSORY NOTE NOR THE
SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION HEREOF HAVE
BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
"ACT"), OR ANY STATE OR PROVINCIAL SECURITIES LAWS, AND MAY NOT
BE
OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, OR OTHERWISE
DISPOSED OF UNLESS REGISTERED PURSUANT TO THE PROVISIONS OF
SUCH
ACT
AND BLUE SKY LAWS OR AN EXEMPTION THEREFROM IS AVAILABLE AS
ESTABLISHED BY A WRITTEN OPINION OF COUNSEL ACCEPTABLE TO
MAKER.
BESTNET COMMUNICATIONS CORP. CONVERTIBLE
PROMISSORY NOTE
$200,000
Phoenix, Arizona
July 5, 2006
FOR VALUABLE
CONSIDERATION, the receipt and sufficiency of which is hereby
acknowledged, the undersigned, BestNet Communications Corp., a
Nevada
corporation, (the "Maker"), promises to pay in lawful currency of
the United
States of America ("Currency") the principal sum of $200,000, plus
interest on
the unpaid principal balance at the rate of 10% per annum from the
date hereof
until paid in full to _____________(the "Payee"), on the earlier of
(a) ninety
(90) days from date or (b) the date on which not less than $650,000
becomes
available to the Maker from the proceeds of a certain private
offering of
securities by the Maker for the purpose of financing a certain
merger between
the Maker and JDA Medical Technologies, Inc., (the "Private
Offering").
At any time prior to maturity, Payee shall have the option to
convert all or
part of the unpaid principal balance of this Promissory Note into
that number of
Shares of the Common Stock, $.001 par value of the Maker (the
"Option") as shall
be equal to the unpaid principal balance of the Promissory Note
divided by the
per share price paid by subscribers to the Private Offering, with
any fractional
Shares to be paid in Currency. To exercise the Option, Payee shall
surrender
this Promissory Note to the Maker, accompanied by written notice of
Payee's
intention to exercise the Option, which notice shall set forth the
principal
amount of this Promissory Note and such portion of the unpaid
principal balance
of the Promissory Note, if not the entire unpaid principal balance,
to be
converted into the Shares (the "Notice of Conversion"). Maker
shall, within
thirty (30) business days of Maker's receipt of the Notice of
Conversion and
Pa
