NOTE AND WARRANT PURCHASE AGREEMENT

Exhibit 10.1

NOTE AND WARRANT PURCHASE AGREEMENT

This NOTE AND WARRANT PURCHASE AGREEMENT ("AGREEMENT") is dated as of

September 26, 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").

W I T N E S S E T H:

WHEREAS, the Company desires to sell and issue up to an aggregate of

$1,000,000 (in one or more promissory notes) in the original principal amount of

its 6% 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 be unsecured obligations of the Company and 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 six percent (6%) per annum;

WHEREAS, the Company intends to offer the Notes during the period ending

September 30, 2002, subject to the Company's right to unilaterally extend such

period one time for up to an additional 30 days (the "OFFERING PERIOD");

WHEREAS, each Investor listed on SCHEDULE I will also receive two-year

warrants (the "INVESTOR WARRANTS"), in substantially the form and substance of

EXHIBIT B attached hereto, to purchase one share of common stock, par value

$.001 per share, of the Company for each $2.00 of Notes acquired by such

Investor (the "WARRANT SHARES"); and

WHEREAS, the per share exercise price of the Investor Warrants shall be

$1.50.

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.

"Common Stock" shall mean the common stock, par value $.001 per share, of

the Company.

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"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 360th day following the Closing Date, the

date upon which the Notes mature and the principal thereof and any accrued but

unpaid interest thereon 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 Warrant Shares.

"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.

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 date of this Agreement shall be the date this Agreement is signed

by the first Investor(s) to acquire the Notes hereunder. It is expected that

there will be one or more closings of the sale of the Notes hereunder until such

time as all of the Notes have been acquired or the Offering Period has expired.

Each closing of the purchase and sale of the Notes and Investor 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 being offered hereby, which acceptance shall

not occur until the conditions set forth in Article IV hereof with respect to

each sale shall be fulfilled or waived in accordance herewith. The date on which

the Closing occurs is referred to herein as the "CLOSING DATE."

(b) On the Closing Date, the Company shall deliver to the applicable

Investor 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

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Closing Date by the Company. 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 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 in accordance with the terms of this Agreement and the shares

of Common Stock underlying the Notes and the Investor 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 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

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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 AND THE INVESTOR WARRANTS. The Notes and Investor

Warrants are duly authorized and the Underlying Shares will be, as of the

Closing Date, reserved for issuance and, upon conversion of the Notes in

accordance with the terms thereof and upon exercise of the Warrants in

accordance with terms thereof, will be validly issued, fully paid and

non-assessable, free and clear of any and all liens, claims and encumbrances,

except for liens, claims and encumbrances placed upon such Securities by an

Investor.

(e) NO CONFLICTS. The execution, delivery and performance of this

Agreement, the Notes and the Investor 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 Notes, the

Investor Warrants or issue and sell the Notes or such Warrants in accordance

with the terms hereof, the Underlying Shares issuable upon conversion of the

Notes and upon exercise of the Warrants, provided that, for purposes of the

representation made in this 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 May 31, 2002, the date through which

the most recent unaudited financial statements (the "FINANCIAL STATEMENTS") of

the Company have been prepared, 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 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

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course of its respective business since May 31, 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 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. The Company has no knowledge of any

infringement or other violation of the Company's Intellectual Property Rights by

any third party. 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 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. During the Offering Period, the Company may elect to pay

brokerage commissions to registered broker-dealers who, at the Company's

request, assist in the sale of the Notes. The commissions will be up to a

maximum of eight percent (8%) of any proceeds received from the Notes offered

and sold by an authorized broker-dealer.

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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 Securities 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 reviewed the Company's SEC Filings and received such

information as it considers necessary or appropriate for deciding whether to

purchase the Securities purchased hereunder. Notwithstanding the foregoing, the

Investor has not been provided and is not otherwise in possession of material

nonpublic information pertaining to the Company.

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(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 Securities 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. 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.

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

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

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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 AND THE INVESTOR WARRANTS. The obligation hereunder of the

Company to issue and sell the Notes and Investor Warrants to the Investors 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.

(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

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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; REGISTRATION RIGHTS

Section 5.1 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

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.

Section 5.2 REGISTRATION RIGHTS. The shares of Common Stock issuable upon

conversion of the Notes and upon exercise of the Warrants shall be entitled to

the registration rights set forth in a registration rights agreement, in

substantially the form and substance of EXHIBIT C attached hereto.

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.

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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 for the District

of Arizona, 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 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,

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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 se