X0202 3 2006-07-26 0 0000799694 BESTNET COMMUNICATIONS CORP BESC.OB 0001369165 Kennedy Andrew 2850 THORNHILLS AVE. SE, SUITE 104 GRAND RAPIDS MI 49546 1 0 1 0 Common Stock 13949738 D Stock Options (right to buy) .35 2016-07-26 Common Stock 20000 D These shares of common stock were granted pursuant to the execution of a Merger Agreement dated July 26, 2006. None of these shares have been registered with the Securities Exchange Commission. These options vest as follows: 6,666 vest on July 26, 2006; 6,667 vest on July 26, 2007; and 6,667 vest on July 26, 2008. The options shall terminate upon the first to occur, 90 days after termination or ten years after grant date. These options were granted at their fair market value on the date of grant. /s/ Andrew S. Kennedy 2006-07-31