Exhibit 10.14

                                 LEASE AGREEMENT

     THIS  AGREEMENT is made and entered into this 10th day of JULY 2002, by and
between 5075 CASCADE ROAD, LLC, a Michigan Limited  Liability  Company,  of 5075
Cascaded Road SE, Grand Rapids,  Michigan,  hereinafter designated as "Landlord"
and  BESTNET  COMMUNICATIONS,  INC.,  Bob  Blanchard,  with the  address of 5075
CASCADE ROAD SE, GRAND RAPIDS, MICHIGAN, hereinafter designated as "Tenant".

                                    RECITALS

     In consideration  of the mutual covenants and agreements  herein set forth,
and other good and valuable consideration, Landlord does hereby demise and lease
to Tenant,  and Tenant  does hereby  lease from  Landlord,  that  portion of the
certain building located at 5075 Cascade Road, SE., Grand Rapids,  Michigan,  as
outlined  on the floor plan  attached  hereto as Exhibit  A, and  consisting  of
approximately 2,420 rentable square feet (hereinafter  referred to as SUITES J &
K the "Demised  Premises"),  together with the use, in common, with Landlord and
others  entitled  thereto,  of the common areas,  parking areas,  service roads,
sidewalks, hallways, stairways and to other facilities (collectively the "Common
Areas;  except Landlord reserves the exclusive right to modify,  reconfigure and
alter the Common  Areas and to eliminate  portions of the Common Areas  provided
that Tenant will at all times have reasonable access to the Demised Premises.

     1.   TERM OF LEASE AND POSSESSION.

          (a)  TERM AND  ACCESS.  The term of this Lease  shall be for 36 MONTHS
               commencing  on AUG 1, 2002,  and ending on JULY 31, 2005,  unless
               sooner  terminated  as  herein  provided.   Notwithstanding   the
               foregoing,  Landlord  shall  permit  Tenant to have access to the
               Demised  Premises as soon as the  current  tenant has vacated the
               suite for the purpose of Tenant moving and storing its furniture,
               equipment,  computers and other items of personal property in the
               Demised  Premises,  provided that such items and the movement and
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               storage of such items do not interfere with the  installation  of
               the Improvements, as defined in Section 1 (b).

          (b)  INSTALLATION  OF  IMPROVEMENTS.  Landlord  will  perform the work
               described on Addendum #1 (collectively, the "Improvements").

     2.   RENT.

          (a)  During  the term of this  Lease,  commencing  on  AUGUST  1, 2002
               (except as provided  in this  subsection),  Tenant  agrees to pay
               Landlord,  as  a  fixed  minimum  annual  rent  for  the  Demised
               Premises,  the sum of Thirty Six Thousand  Three Hundred  Dollars
               ($36,300.00), payable in advance in monthly installments of Three
               Thousand  Twenty  Five  Dollars   ($3,025.00),   subject  to  the
               increases provided for in Section 2(e). All rent payments will be
               due on the  first  day of  each  month.  Should  Tenant  commence
               operations  within the Demised  Premises prior to August 1, 2002,
               Tenant shall pay a pro-rata  amount of the monthly rental payment
               from the date Tenant commenced  operations.  On execution of this
               Lease, Tenant shall pay the first month's rent.

          (b)  All  payments  of rent and other sums to be paid to the  Landlord
               shall be made at Landlord's address listed above or at such place
               as the Landlord shall designate in writing from time to time.

          (c)  In addition to the fixed minimum annual rent, Tenant shall pay as
               additional  rent to  Landlord  any and all  payments  or  charges
               required pursuant to paragraphs 6 and 7 herein and all other sums
               of money, payments or charges required to be paid by Tenant under
               this  Lease,   whether  or  not  the  same,   are  designated  as
               "additional rent". If such amounts or charges are not paid at the
               time provided in this Lease, they shall nevertheless, if not paid
               when  due,  be  collectible  as  additional  rent  with  the next

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               installment  of rent falling due  hereunder,  but nothing  herein
               contained  shall be deemed to suspend or delay the payment of any
               money  or  charge  at the  time  same  becomes  due  and  payable
               hereunder, or limit any other remedy of the Landlord.

          (d)  All  payments  received  shall be applied  first to return  check
               charges and late charges due pursuant to Paragraph 25 below, then
               to other amounts such as additional  rent due hereunder,  then to
               rent due hereunder.

          (e)  For each Lease year  following  the  initial  first  twelve  (12)
               months of the lease  term,  including  any lease year  during any
               extended  term,  the fixed minimum annual rent shall be increased
               by three percent (3%).

     3.   OPTION TO RENEW.  So long as no default  shall have  occurred  herein,
          Tenant  shall have the  option to renew  this lease for an  additional
          period of three (3) Years on the same terms and  conditions  as herein
          contained. In the event Tenant exercises its option to renew, it shall
          give written  notice thereof to Landlord at least six (6) months prior
          to the expiration of the lease term.

     4.   CONDUCT OF BUSINESS.  It is understood  and agreed between the parties
          hereto that the Demise Premises, during the continuance of this Lease,
          shall be occupied for the  operation  of Tenant's  business of general
          office space for general  office  purposes and for no other purpose or
          purposes  without the  written  consent of the  landlord  and that the
          Tenant will not use the Demised  Premises for any purpose in violation
          of any law, municipal ordinance or regulation,  and that on any breach
          of this Lease,  the Landlord may, at its option,  terminate this Lease
          forthwith  and may enter and repossess  the Demised  Premises.  Tenant
          further   agrees  to  obey  all  reasonable   rules  and   regulations

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          established  by the  Landlord for all tenants of the building in which
          the Demised  Premises are located upon  receiving  written notice from
          the Landlord of such rules and regulations.

     5.   MAINTENANCE, WASTE AND NUISANCE, AND ALTERATIONS:

          (a)  MAINTENANCE.  Except for repairs  occasioned by the negligence of
               Tenant, its agents, employees, servants, contractors, sublessees,
               customers  or  invitees,  Landlord  agrees  to keep  the  Demised
               Premises,  the  building  in  which  they  are  located  and  the
               surrounding  common  area in good  order,  including  heating and
               electrical air conditioning  systems.  In turn,  Tenant agrees to
               periodically  inspect the Demised Premises and to report promptly
               to Landlord  any  defective  condition  known to it, and Landlord
               agrees to arrange for  repairs,  at its own  expense,  as soon as
               reasonably possible.  The Tenant will use the Demised Premises in
               a  reasonable  manner  and be  responsible  for the repair of any
               damage  caused by the misuse or  negligence  of the  Tenant,  its
               agents, employees, servants, contractors,  sublessees,  customers
               or invitees.

          (b)  WASTE AND  NUISANCE.  Tenant  shall  throughout  the  lease  term
               maintain  the building and other  improvements  constituting  the
               Demised  Premises and keep them free from waste or nuisance,  and
               shall  deliver up the Demised  Premises  in a clean and  sanitary
               condition  at the  termination  of this lease in good  repair and
               condition,  reasonable wear and tear and damage by fire, tornado,
               or other  casualty  excepted.  In the event Tenant should neglect
               reasonably to maintain the Demised Premises,  Landlord shall have
               the  right,   but  not  the  obligation,   to  cause  repairs  or
               corrections to be made, and any reasonable  costs therefore shall
               be payable by Tenant to Landlord as additional rental on the next
               rental installment date.

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          (c)  ALTERATIONS. The Tenant shall not make any alterations, additions
               or  improvements to the Demised  Premises  without the Landlord's
               written consent. All alterations,  additions or improvements made
               by either of the parties hereto upon the premises, except movable
               office  furniture and trade fixtures put in at the expense of the
               Tenant as further  provided for in Paragraph 19 herein,  shall be
               the  property  of the  Landlord,  and  shall  remain  upon and be
               surrendered  with the premises at the  termination of this lease,
               without molestation of injury.

     6.   UTILITIES.

          (a)  Landlord  agrees  to  provide  the  necessary  mains,  ducts  and
               conduits in order to bring water, gas,  electricity and telephone
               service  to the  Demised  Premises.  Landlord  may  interrupt  or
               suspend the supply of any such service to the Demised Premises in
               order to make  necessary  repairs or  alterations  to the Demised
               Premises or to any other part of the  building or the property on
               which it is  situated.  There  shall be no  abatement  of rent by
               reason of any interruption or suspension of such services.

          (b)  Landlord further agrees to provide to the Demised Premises:

               (i)  Adequate  heat  and  air  conditioning  when  necessary,  in
                    Landlord's reasonable judgement; and

               (ii) To furnish adequate  electricity for normal business uses in
                    the  Demised  Premises  and to  furnish  adequate  bulbs for
                    lighting  fixtures  at  the  inception  of  the  Lease,  and
                    thereafter to replace  bulbs as needed at Tenant's  request.
                    If electricity  and/or gas servicing the Demised Premises is
                    separately metered for the Demised Premises: (1) Tenant will
                    pay its pro-rata the ration expressed as a percentage of the
                    square  foot area in the Demised  Premises  set forth in the

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                    Recitals  Paragraph  herein  to the total  square  foot area
                    occupied by all Tenants in the building in which the Demised
                    Premises are  located),  and (2) the Landlord will prepare a
                    monthly bill for the Tenant's cost of  electricity  and this
                    bill  will be  paid as  additional  rent  by the  Tenant  in
                    addition to and with the monthly rental installment.

          (c)  For the Benefit of Tenant's  use of the Demised  Premises and all
               other tenants, Landlord agrees to provide in the building:

               (i)  Necessary lines and means of  distribution  for hot and cold
                    water for restrooms and refrigerated water for drinking;

               (ii) Restroom  facilities  reasonably  accessible  to the Demised
                    Premises,  supplied with soap,  toilet tissue and maintained
                    in clean and sanitary condition; and

              (iii) Reasonable   access  to  the   Demised   Premises   for  the
                    installation of such telephone,  telegraph,  teletype,  data
                    processing  and other  equipment  as Tenant  may  reasonably
                    require. Any charges for the installation,  use or servicing
                    of such equipment shall be the obligation of Tenant.

     7.   COMMON AREA, UTILITY AND SERVICES:

          (a)  Landlord shall pay, in the first instance, all costs,  equipping,
               policing and protecting,  lighting, heating, insuring, repairing,
               replacing  and  maintaining  the  building  in which the  Demised
               Premises are located and the parking areas,  sidewalks,  hallways
               and other common areas  appurtenant  thereto  including,  without
               limitation,  maintenance  and  supplies,  exterior  and  interior
               repairs and replacement, ground care, snow and ice removal, sewer
               and water  charges,  utilities for heating and  ventilation,  air
               conditioning  and water,  light bulbs,  trash removal,  taxes and
               assessments  and similar  charges,  security and management  fees

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               (unless the cost for such utilities have been privately  incurred
               or contracted for by Tenant).

          (b)  Tenant  shall  pay the cost of any  janitorial  services  for the
               Demised  Premises,  whether  incurred or  contracted by Tenant or
               incurred or contracted by Landlord.  If the  janitorial  services
               for the Demised Premises are incurred and contracted by Landlord,
               then Tenant will pay the cost for the janitorial  services to the
               Demised  Premises upon notice by Landlord  which payment shall be
               due with the next monthly  installment of rent hereunder.  Tenant
               shall  pay,  upon a monthly  basis a  proportionate  share of the
               Operating  Costs  above the lease  year upon  notice by  Landlord
               which payment shall be due with the next monthly  installment  of
               rent hereunder.  Tenant shall pay its proportionate share of such
               estimated  Operating Costs for janitorial  services to the Common
               Area upon notice by Landlord  which payment shall be due with the
               next monthly installment of rent hereunder.

     8.   TAXES.   Landlord   shall  pay  all  real  estate  taxes  and  special
          assessments  attributable  to the real  estate  upon which the Demised
          Premises are located. Tenant shall pay all other taxes attributable to
          Tenant's  occupancy  of  the  Demised  Premises  and  conduct  of  its
          business,  including  but not  limited to sales,  income and  personal
          property taxes

     9.   INDEMNITY AND INSURANCE:

          (a)  Hold  Harmless  Clause.  Tenant  agrees  to  indemnify  and  hold
               Landlord  and  the  property  of  Landlord,   including   Demised
               Premises, free and harmless from many and all claims,  liability,
               loss, damages resulting from Tenant's  occupation and use of said
               premises,  specifically including,  without limitation any claim,
               liability, loss or damage arising by reason of:

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          (1)  The death or injury of any person or persons, including Tenant or
               any person who is an employee or agent of Tenant, or by reason of
               the damage to or destruction of any property,  including property
               owned by  Tenant or any  person  who is an  employee  or agent of
               Tenant, and caused or allegedly caused by either the condition of
               the Demised Premises,  or act or omission of Tenant,  its agents,
               employees,  servants,  contractors,   sublessees,   customers  or
               invitees on the Demised  Premises  provided no  negligent  act or
               omission on the part of the Landlords contributed thereto:

          (2)  Any work performed on the Demised Premises or materials furnished
               to the Demised  Premises at the  instance or request of Tenant or
               any agent or employee of Tenant; and

          (3)  Tenant's  failure to perform any  provisions  of this Lease or to
               comply with any requirement of law or any requirement  imposed on
               Landlord  or  the  Demised   Premises  by  any  duly   authorized
               governmental agency or political subdivision.

          (4)  All  Tenants  personal  property  of every kind and  description,
               including trade fixtures,  which may at any time be n the Demised
               Premises  shall be kept at  Tenant's  sole risk or at the risk of
               those   claiming   under  Tenant,   and  Landlord  shall  not  be
               responsible or liable to Tenant for any loss of business or other
               loss or damage that may be  occasioned  by or through the acts or
               omissions of persons occupying  adjoining premises or any part of
               premises  adjacent to or connected  with the Demised  Premises or
               any part of the  building of which the Demised  Premises are part
               or for any loss or damage of any kind  resulting  to Tenant,  its
               business  or  property  or the  business  or  property  of others
               claiming under Tenant from burst, overflowing, stopped or leaking
               water, gas, sewer or steam Pipes, or heating, cooling or plumbing
               fixtures,  or from electric wires or gas odors within the Demised

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               Premises for any cause whatsoever,  except as may result from and
               be directly  caused by the negligence of Landlord,  its agents or
               employees.

          (b)  INSURANCE.  Landlord  shall  insure its  interest  in the Demised
               Premises with fire and extended coverage insurance.  Tenant shall
               CaW it's own fire  insurance  with respect to the contents of the
               Demised  Premises  and  personal  property  it  attaches  to  the
               building.  Tenant shall,  at Tenant's  expense,  maintain  public
               liability  insurance  in  amounts  of not less  than One  Million
               Dollars   ($1,000,000)  per  occurrence   combined  single  limit
               liability  naming Landlord as an additional  insured,  and Tenant
               shall  furnish  Landlord with a  certificate  of insurance  which
               shall provide that such  insurance  will not be cancelled  except
               upon ten (10) days prior written notice to Landlord,  Tenant also
               agrees  to pay as  additional  rent  any  increase  in  insurance
               premiums  payable by Landlord  which are due to increased  hazard
               attributable to Tenant's use of the Demised Premises.

          (c)  WAIVER OF  SUBROGATION.  Any insurance  maintained by Tenant will
               contain a clause or  endorsement  under which the insurer  waives
               all  right  of  subrogation  against  Landlord,   its  agents  or
               employees,  with respect to losses payable under such policy, and
               Tenant  hereby  waives  all  right  of  recover  which  it  might
               otherwise have against Landlord, its agents or employees, for any
               damage or injury to any person or property.

     10.  EMINENT  DOMAIN.  If the  whole  or any part of the  Demised  Premises
          hereby leased shall be taken by any public  authority  under the power
          of eminent domain then the term of this Leases shall cease on the part
          so taken,  from the day the  possession of that part shall be required
          for any public  purpose and the rent shall be paid up to that day, and
          from that day the Tenant  shall have the right  either to cancel  this

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          Lease  and  declare  the same  null and void,  or to  continue  in the
          possession  of the  remainder  of the  same  under  the  terms  herein
          provided,  except that the rent shall be reduced in  Proportion to the
          amount of the Demised  Premises  taken.  All damages  awarded for such
          taking shall belong to and be awarded as  compensation  for diminution
          in  value  to the  leasehold,  or to the fee of the  Demised  Premises
          herein leased.

     11.  ADVERTISING  DISPLAY. The name of the building and its address will be
          clearly  identified  and  recognized  from the street.  Landlord shall
          erect,  in the lobby, a Directory of the offices in the building.  The
          entrance to each office will also be  identified  and Tenant may, with
          Landlord's   prior  written   approval,   place   additional   special
          identification  signs on the  entrance  door to the Demised  Premises.
          Tenant shall not paint,  place,  erect or otherwise  display any signs
          visible  from the outside of the Demised  Premises or the  building of
          which the  Demised  Premises  are a part  without  the  prior  written
          consent of Landlord. At, or prior to the expiration or the termination
          of this Lease,  Tenant shall  remove any such signs and shall  restore
          the Demised Premises and/or the building of which the Demised Premises
          are a part to their former condition, ordinary wear and tear expected.

     12.  PARKING.  Subject to reasonable  rules and regulations  established by
          Landlord,  Tenant,  its  employees,  agents and  visitors  may use the
          parking lot in common  with other  tenants of the  building  and their
          employees, agents and visitors on a "first-come,  first-served" basis.
          Landlord will keep the parking area clean and in good repair.

     13.  DAMAGE AND DESTRUCTION:

          (a)  DAMAGE AND  DESTRUCTION.  If the Demised  Premises are damaged in
               whole or in part by fire or other cause,  the damages  (including
               alterations,  equipment  and  decoration  made and  installed  by

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               Landlord)  shall be  repaired  and restored by and at the expense
               of  Landlord,  and the Tenant shall repair and restore the damage
               to  Tenant's  fixtures,  furniture  and  furnishings;   provided,
               however,  that Landlord's  obligation to restore shall be limited
               by  the  amount  of  insurance   proceeds  actually  received  by
               Landlord.  During the period of such  repairs  and  restorations,
               rent and additional  rent hereunder  shall abate in proportion to
               the amount of the Demised Premises rendered untenantable thereby.

          (b)  REPAIRS.  Both  Landlord  and Tenant  shall make such repairs and
               replacements   promptly.   Tenant  may,   as  said   repairs  and
               replacements are being made by Landlord,  have reasonable  access
               to the  Demised  Premises  for  the  purpose  of  installing  its
               fixtures, equipment,  furniture and furnishings so long as Tenant
               does not  unreasonably  interfere  with  Landlord's  workers.  No
               Penalty  shall  accrue for  reasonable  delays which may arise by
               reason  of  adjustment  of  fire  insurance  on the  part  of the
               Landlord  and/or  Tenant and for  reasonable  delay on account of
               labor   troubles  or  any  other  similar  or  dissimilar   cause
               reasonably beyond Landlord's or Tenant's control.

          (c)  TERMINATION.  Notwithstanding  the  foregoing  provisions of this
               section, if the building of which the Demised Premises are a part
               is totally damaged or is rendered wholly  untenantable by fire or
               other  cause,  then either the  Landlord  or Tenant  may,  within
               thirty (30) days after such fire or other cause,  terminate  this
               Lease by  giving  the  other  party  notice  in  writing  of such
               decisions and  thereupon,  the term of this Lease shall expire by
               lapse of time upon the fifth (5th) day after such notice is given
               and Tenant shall vacate the Demised  Premises and  surrender  the
               same to Landlord.

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     14.  DEFAULT:

          (a)  In the event  Tenant  shall  fail or omit to make  payment of the
               rent,  any item of additional  rent and/or  Operational  Costs as
               provided herein or breached any of the covenants herein provided,
               and such  default  continues  for a period  of  thirty  (30) days
               except for the payment of rent or other monies payable  hereunder
               which shall be for a period of ten (10) days after written notice
               thereof from the Landlord or abandons  the  premises,  or becomes
               insolvent, makes an assignment for the benefit of creditor, or is
               adjudicated in bankruptcy,  or a receiver or trustee be appointed
               for its property as a result of its insolvency whereby this Lease
               shall, by operation of law, devolve upon or pass to any person or
               persons other than Tenant, Landlord, at its option, may terminate
               this Lease; or may without terminating this Lease, enter into the
               Demised Premises and recover possession thereof,  remove Tenant's
               property make any repairs,  changes,  alterations or additions in
               or to the Demised  Premises that may be necessary or  convenient,
               and relet the same for the  account  of Tenant  for such rent and
               upon such terms as shall be satisfactory to Landlord.

          (b)  If Landlord shall have relet the Demised  Premises,  Tenant shall
               pay the Landlord,  as liquidated and current damages for Tenant's
               default, the present value of the equivalent of the amount of the
               rent,  other sums and  charges  and  additional  rent as would be
               payable  under  this  Lease by Tenant if the Lease  were still in
               effect,  less the present value of the net  proceeds,  if any, of
               the reletting effected pursuant to the provisions  hereof,  after
               deducting  all of  Landlord's  expenses in  connection  with such
               reletting, including, without limitation, all repossession costs,
               brokerage and management commissions,  operating expenses,  legal
               expenses, reasonable attorney fees, alteration costs and expenses

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               of preparation of such reletting. If: after diligent effort and a
               reasonable  time,   Landlord  is  unable  to  relet  the  Demised
               Premises,  Tenant shall pay to Landlord, as liquidated and agreed
               current damages,  the then present values of the rent, other sums
               and charges,  and additional rent to be paid by Tenant until what
               would have been the end of the term hereof. Subsequent letting of
               the Demised  Premises  after payment of such  liquidated  damages
               shall not diminish or alter Tenant's  obligation to pay such sums
               hereunder.

     15.  SUBORDINATION.  This Lease  shall be subject  and  subordinate  at all
          times to any and all  mortgages  or  deeds  of  trust  that now or may
          hereafter encumber the Demised Premises through an act of the Landlord
          and to  any  renewal,  modification,  consolidation,  replacement  and
          extension of any such mortgage or deed of trust.  Tenant shall execute
          any instrument  subordinating  the interest of Tenant under this Lease
          to the lien of such  mortgage  or deed of trust that  Landlord  or the
          mortgage  or trustee  may at any time  desire,  and Tenant  shall duly
          comply with all of the  provisions of any mortgage or deed of trust to
          which this Lease is  subordinate,  except the payment of interest  and
          principle thereunder.  Provided, no default by Landlord under any such
          mortgage shall affect Tenant's rights hereunder,  so long as Tenant is
          not in default under this Lease. Tenant agrees to execute any document
          necessary to evidence this subordination.  Furthermore, Tenant agrees,
          with in ten (10) days after request by Landlord to execute and deliver
          to Landlord an Estoppel  Certificate  identifying the commencement and
          expiration date of this Lease,  the amounts of rent payable under this
          Lease and stating that this Lease is unmodified  and in full force and
          effect,  or is in full  force and  effect  as  modified,  stating  the
          modifications,  and  stating  that the Tenant  does not claim that the
          Landlord is in default,  or listing  any claimed  defaults.  If Tenant
          fails to deliver the executed  certificate to the Landlord  within the

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          ten (10) day period, the accuracy of any proposal certificate prepared
          by the Landlord shall be deemed conclusively confirmed.

     16.  INSPECTION BY LANDLORD. Tenant shall permit Landlord and its agents to
          enter into and upon the Demised  Premises at all reasonable  times for
          the purpose of inspecting  the same or for the purpose of  maintaining
          or making  repairs or  alterations  to the building and to exhibit the
          Demised Premises to Prospective purchasers, mortgagers or tenants.

     17.  Parties  Bound.  This  Lease  shall be  binding  upon and inure to the
          benefit of the parties  hereto and their  respective  heirs,  personal
          representatives,  legal representatives,  successors, and assigns when
          permitted by this Lease.

     18.  SIGNAGE.  Lessor shall provide,  at Tenant's  expense,  signage on the
          sign monument along Cascade Road.

     19.  Applicable  Law. This Lease shall be construed under and in accordance
          with the laws of the State of Michigan.

     20.  Legal  Construction.  In  case  any  one or  more  of  the  provisions
          contained  in this Lease  shall for any reason be held to be  invalid,
          illegal, or unenforceable in any respect, such invalidity, illegality,
          or  unenforceability  shall not affect any other provision  hereof and
          this  Lease  shall  be  construed  as if  such  invalid,  illegal,  or
          unenforceable provision had never been contained herein.

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     21.  Sole  Agreement of the Parties.  This Lease  constitutes  the sole and
          only  agreement  of  the  parties  hereto  and  supersedes  any  prior
          understandings  or  written or oral  agreements  between  the  parties
          respecting the subject matter within it.

     22.  Amendment.  No  amendment,  modification,  or  alteration of the terms
          hereof  shall  be  binding  unless  the  same  be  in  writing,  dates
          subsequent  to the date  hereof,  and  duly  executed  by the  parties
          hereto.

     23.  Rights and Remedies  Cumulative.  The rights and remedies  provided by
          this  Lease are  cumulative  and the use of any one right or remedy by
          either  party shall not  preclude or waive its right to use any or all
          other remedies.  Said rights and remedies are given in addition to any
          other  rights the  parties  may have by law,  statute,  ordinance,  or
          otherwise.

     24.  Waiver of Default.  No waiver by the parties  hereto of any default or
          breach of any term,  condition,  or  covenant  of this Lease  shall be
          deemed  to be a waiver  of any  other  breach of the same or any other
          term, condition, or Covenant contained herein.

     25.  Attorney's  Fees. In the event Landlord or Tenant  breaches any of the
          terms  of  this  Lease  whereby  the  Party  not  in  default  employs
          attorney's  to protect or enforce its rights  hereunder  and prevails,
          the  defaulting  party  agrees  to  pay  the  other  party  reasonable
          attorney's fees so incurred by such other party.

     26.  Late Fee. If any rent or additional rent specified  herein is not paid
          by the 5th day of the month in which it is due, Tenant agrees to pay a
          late charge of ten (10%) per month for each month or part thereof that
          such rentals shall not have been paid.

     27.  Prohibition  of Offset.  All rents or  additional  rents due hereunder
          shall not be  subject  to any  deduction  of offset by Tenant  for any
          reason whatsoever.

     28.  Excuse.  Neither  Landlord nor Tenant shall be required to perform any
          term,  condition or covenant in this Lease so long as such performance
          is delayed or prevented by any acts of God strikes, lockouts, material
          or labor  restrictions by any  governmental  authority,  civil,  riot,
          floods,  and any other cause not reasonably  within the control of the

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<PAGE>
          Landlord or Tenant and which by the exercise of due diligence Landlord
          or Tenant is unable, wholly or in part, to prevent or overcome.

     29.  Time of Essence. Time is of the essence of this Lease.

     30.  Exculpation of Landlord, If Landlord shall convey title to the Demised
          Premises  pursuant to the sale or exchange of  property,  the Landlord
          shall not be liability to Tenant or any  immediate or remote  assignee
          or successor  of Tenant as to any act or omission  from and after such
          conveyance.

     31.  Security Deposit.  As security for the faithful  performance by Tenant
          of all of its obligations under this Lease,  Tenant has deposited with
          Landlord the sum of Two Thousand  Nine  Hundred  Dollars  ($2,900.00).
          Landlord shall have the right (but not the obligation) to apply all or
          any part of it toward any amount Tenant has failed to pay hereunder on
          a timely  basis.  If Tenant shall default with respect to any covenant
          or  provision  hereof,  Landlord  may use,  apply or retain all or any
          portion of the Security  Deposit to cure such default or to compensate
          Landlord for any loss or damage which Landlord may suffer thereby.  If
          Landlord  so  uses  or  applies  all or any  portion  of the  Security
          Deposit,  Tenant shall immediately,  upon written demand, deposit cash
          with Landlord in an amount  sufficient to restore the Security Deposit
          to the full amount hereinabove stated,  Landlord shall not be required
          to keep the  Security  Deposit  separate  from its  general  accounts.
          Within thirty (30) days after the expiration of the Lease term and the
          vacation of the Premises by Tenant, the Security Deposit, or such part
          as has not been  applied to cure the  default,  shall be  returned  to
          Tenant.  ln the event of any bankruptcy or other proceeding  initiated
          by or against Tenant, it is agreed that all such Security Deposit held
          hereunder  shall be deemed to be applied by  Landlord  to rent and all
          other  charges due from  Tenant to Landlord  for the last month of the
          Term and each  preceding  month until such  Security  Deposit is fully
          applied.

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<PAGE>
     32.  Captions. The headings and captions used throughout this Lease are for
          convenience and reference only, and shall not be construed to explain,
          modify, amplify or add to the meaning of any of the provisions of this
          Lease.

     IN WITNESS WHEREOF, the parties have hereunto set their hands and seals the
day and year first above written.

WITNESSES:                                  LANDLORD

                                            5075 CASCADE ROAD, LLC
                                            A MICHIGAN LIMITED LIABILITY COMPANY


                                            By:
------------------------------------            --------------------------------
                                                R. Parke Collins, II, Property
                                                Manager for R. Parke Collins,
                                                Member


                                            TENANT

                                            BESTNET COMMUNICATIONS, INC.


                                            By:
------------------------------------            --------------------------------
                                                Bob Blanchard

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