Exhibit 10.12


                              EMPLOYMENT AGREEMENT



                           DATED AS OF AUGUST 3, 2001



                                 BY AND BETWEEN



                          BESTNET COMMUNICATIONS CORP.



                                       AND



                               ROBERT A. BLANCHARD
<PAGE>
                              EMPLOYMENT AGREEMENT

     This  EMPLOYMENT  AGREEMENT  ("AGREEMENT")  is entered into as of August 3,
2001, by and between  BestNet  Communications  Corp, a Nevada  corporation  (the
"COMPANY"),  and Robert A..  Blanchard,  an  individual  citizen of the State of
Michigan and resident of Kent County, Michigan ("EXECUTIVE").

                                    RECITALS

     1. The Company was organized and  incorporated  under the laws of the State
of Nevada, and has its principal office in Pima County, Arizona;

     2. Executive is an individual residing in Kent County,  Michigan,  and is a
citizen of the State of Michigan; and

     3. The  Company  wishes  to employ  Executive  and  Executive  wishes to be
employed by the Company, on the terms and conditions set forth herein,  based on
their full and complete understanding of the legal and practical significance of
each of the provisions of this Agreement.

                                    ARTICLE I

                                 DUTIES AND TERM

     1.1 CONTINUED  EMPLOYMENT.  In  consideration of their mutual covenants and
other good and valuable consideration,  the receipt, adequacy and sufficiency of
which is hereby  acknowledged,  the Company agrees to maintain  Executive in its
employ,  and Executive  agrees to remain in the employ of the Company,  upon the
terms and conditions herein provided.

     1.2 POSITION AND RESPONSIBILITIES.

          (a) Executive  shall serve as Chief  Executive  Officer of the Company
(or in a capacity and with a title of at least substantially equivalent quality)
reporting  directly  to the board of  directors  of the Company  (the  "Board").
Executive  agrees to perform  services  not  inconsistent  with his position and
involving  duties of comparable  scope,  dignity and  importance to those of the
Chief Executive Officer as of the date of this Agreement,  as shall from time to
time be assigned to him by the Board.

          (b) During the period of his  employment  hereunder,  Executive  shall
devote substantially all of his business time,  attention,  skill and efforts to
the faithful performance of his duties hereunder. The Company must be made aware
of the  Executive's  appointment to any other  Corporate or  Association  Boards
prior to acceptance.

     1.3 TERM.  Executive's employment with the Company shall commence on August
20, 2001 (the  "COMMENCEMENT  Date"),  and shall  continue  for a three (3) year
period ending August 20, 2004,  unless sooner  terminated in accordance with the
terms  of  this  Agreement.  The  Executive  and  the  Company  shall  negotiate
Executive's employment relationship with the Company thereafter.

                                       1
<PAGE>
                                   ARTICLE II

                                  COMPENSATION

     For  all  services  rendered  by  Executive  in  any  capacity  during  his
employment under this Agreement,  including, without limitation,  services as an
officer, director or member of any committee of the Company or of any subsidiary
or affiliate of the Company, the Company shall compensate Executive as follows:

     2.1 BASE SALARY.  The Company  shall  initially  pay to Executive an annual
base salary of $190,000.00 ($15,833.33 per month) (the "BASE SALARY") during the
term  hereof;  PROVIDED,  HOWEVER,  that in the event the Company  institutes  a
salary  reduction  program  which  affects  all  Senior  Executives  by the same
percentage,  then Executive's Base Salary may be reduced by such percentage (and
the term "Base Salary" as used in this Agreement  shall refer to the Base Salary
as so  adjusted).  Executive's  Base Salary shall be paid in equal  semi-monthly
installments.  The Base Salary  shall be reviewed  annually by the  Compensation
Committee of the Board, and the Board or the Compensation  Committee may, in its
sole discretion, increase the Base Salary. The effective date of the Base Salary
shall be the Commencement Date.

     2.2  INCENTIVE  STOCK  OPTIONS.  The  Company  shall  grant  the  following
Incentive  Stock Options (the  "INCENTIVE  STOCK OPTIONS") to purchase shares of
the Company's  Common Stock (the "COMMON  STOCK").  The Incentive  Stock Options
shall be granted pursuant to the Memorandum of Understanding dated June 19, 2001
attached  hereto as EXHIBIT NO. 2, and  evidenced by that  certain  Stock Option
Agreement dated June 19, 2001 (the "STOCK OPTION AGREEMENT"), a copy of which is
attached hereto as EXHIBIT NO. 1, which shall include the following terms:

          (a) Executive  shall be granted  options to purchase  25,000 shares of
Common Stock upon the  commencement  of Executive's  employment with the Company
provided  that the  performance  goals  referred  to in item  2.2(c)  have  been
mutually agreed upon by the Company and the Executive.  Such options shall fully
vest one year from the grant date or  immediately  in the event the Executive is
terminated  without  cause by the  Company or for Good  Reason by the  Executive
prior to the  vesting  date of  options  established  in  Exhibit A to the Stock
Option Agreement. The options shall have a per share exercise price equal to the
closing purchase price of the Company's Common Stock on June 19, 2001;

          (b) The Executive  shall be granted  options to purchase 25,000 shares
of Common Stock,  which options shall vest on January 1, 2002, if at all, if the
President of the Company and  Executive  have  successfully  completed an equity
financing transaction initiated by the Executive by such date resulting in gross
proceeds to the Company of not less than  $3,000,000.  Such options shall have a
per share  exercise  price equal to the closing  purchase price of the Company's
Common Stock on June 19, 2001; and

          (c) Executive shall be granted  options to purchase  450,000 shares of
Common  Stock,  150,000  of which  shall  vest,  if at all,  on the one (1) year
anniversary date of the date of the commencement date of employment by Executive
and on each one (1) year anniversary date thereafter,  provided,  however,  that
the  vesting  of each  150,000  tranche  shall be  contingent  upon the  Company

                                       2
<PAGE>
achieving the financial goals set forth in the Company's business plan as set by
the Board from time to time.

          (d) Vesting of the Options granted to the Executive may be accelerated
for the Company  achieving the mutually  agreed upon financial goals in a lessor
time frame.

The Incentive Stock Options shall vest in accordance  with the vesting  schedule
contained  in  EXHIBIT A to the Stock  Option  Agreement  and shall be  reviewed
annually by the Compensation Committee of the Board.

     2.3 ADDITIONAL BENEFITS.  Executive shall be entitled to participate in all
employee  benefit  and  welfare  programs,  plans and  arrangements  (including,
without limitation,  pension,  supplemental  pension and other retirement plans,
insurance, hospitalization,  medical and disability benefits, travel or accident
insurance  plans),  which  are  from  time to time  available  to the  Company's
executive personnel;  PROVIDED,  HOWEVER,  that there shall be no duplication of
termination  or  severance  benefits,  and to the extent that such  benefits are
specifically provided to Executive under other provisions of this Agreement, the
benefits  available  under the foregoing  plans and programs shall be reduced by
any benefit amounts paid under such provisions.  Executive shall during the term
of his  employment  hereunder  continue to be provided  with benefits at a level
which  shall in no  event  be less in any  material  respect  than the  benefits
available  to Executive as of the date of this  Agreement.  Notwithstanding  the
foregoing,  the Company may terminate or reduce benefits under any benefit plans
and  programs  to the  extent  such  reductions  apply  uniformly  to all Senior
Executives entitled to participate  therein,  and Executive's  benefits shall be
reduced or terminated accordingly.  Specifically,  without limitation, Executive
shall receive the following benefits:

          (a) MEDICAL  EXPENSES.  As long as  Executive  is in the employ of the
Company,  the Company shall provide Executive with medical,  dental  (preventive
and orthodontic), hospitalization and other health benefits.

          (b) LIFE  INSURANCE.  As long as  Executive  is in the  employ  of the
Company,  the Company shall acquire life  insurance on the life of the Executive
for the benefit of Executive's  beneficiaries,  in such amount as shall be equal
to the product of two (2) times Executive's Base Salary.

          (c) DISABILITY BENEFITS.  As long as Executive is in the employ of the
Company,  the Company shall provide short and long term  disability  benefits to
Executive.

          (d) RELOCATION EXPENSES.  In the event Executive's  principal place of
employment  is relocated by mutual  consent of the parties  outside Kent County,
Michigan,  the  Company  shall  reimburse  Executive  for all  usual  relocation
expenses  incurred by Executive and his household in moving to the new location,
including, without limitation, moving expenses and rental payments for temporary
living quarters in the area of relocation for a period not to exceed six months.

                                       3
<PAGE>
          (e)  REIMBURSEMENT  OF  BUSINESS  EXPENSES.   The  Company  shall,  in
accordance with standard Company policies,  pay, or reimburse Executive for, all
reasonable  travel and other  expenses  incurred by Executive in performing  his
obligations under this Agreement.

          (f)  VACATIONS.  Executive  shall be  entitled  to 20  business  days,
excluding  Company  holidays,  of paid  vacation  during each year of employment
hereunder. Executive may not accrue or carry forward unused vacation days.

                                   ARTICLE III

                            TERMINATION OF EMPLOYMENT

     3.1 DEATH OR RETIREMENT OF EXECUTIVE.  This Agreement  shall  automatically
terminate upon death or Retirement (as defined in Section 6.1) of Executive.

     3.2 BY EXECUTIVE.  Upon giving Notice of Termination (as defined in Section
6.1) to the Company, Executive shall be entitled to terminate this Agreement for
Good Reason (as defined in Section 6.1).

     3.3 BY COMPANY. Upon giving Notice of Termination to Executive, the Company
shall be entitled to terminate this Agreement:

          (a) in the  event of  Executive's  Total  Disability  (as  defined  in
Section 6.1); or

          (b) for Cause (as defined in Section 6.1).

     3.4 EARLY  TERMINATION  (INITIAL 3 MONTHS) WITHOUT CAUSE. The Executive and
the Company shall negotiate Executive's Early Termination without Cause.

                                   ARTICLE IV

                   COMPENSATION UPON TERMINATION OF EMPLOYMENT

     If Executive's employment hereunder is terminated, in addition to any other
rights or  benefits  specifically  provided  for herein,  the  Company  shall be
obligated to provide compensation and benefits to Executive, as follows:

     4.1 IN GENERAL. Except as otherwise provided in SECTION 4.2, if Executive's
employment is terminated for any reason, the Company shall:

          (a) pay  Executive  (or his estate or  beneficiaries)  any Base Salary
which has accrued  but not been paid as of the  termination  date (the  "ACCRUED
BASE SALARY");

          (b) pay Executive (or his estate or beneficiaries) for unused vacation
days  accrued as of the  termination  date in an amount equal to his Base Salary
multiplied by a fraction the numerator of which is the number of accrued  unused
vacation  days  and the  denominator  of which  is 260  (the  "ACCRUED  VACATION
PAYMENT");

                                       4
<PAGE>
          (c) reimburse  Executive (or his estate or beneficiaries) for expenses
incurred  by him  prior  to  the  date  of  termination  which  are  subject  to
reimbursement pursuant to this Agreement (the "ACCRUED REIMBURSABLE  EXPENSES");
and

          (d) provide to Executive (or his estate or beneficiaries)  any accrued
and   vested   benefits   required   to  be   provided   by  the  terms  of  any
Company-sponsored  benefit plans or programs (the "ACCRUED BENEFITS"),  together
with any  benefits  required to be paid or provided in the event of  Executive's
death or Total Disability under applicable law.

     4.2 UPON  TERMINATION BY THE COMPANY WITHOUT CAUSE OR BY EXECUTIVE FOR GOOD
REASON.  Notwithstanding SECTION 4.1, if Executive's employment is terminated by
the Company without Cause or by Executive for Good Reason, the Company shall:

          (a) pay Executive the Accrued Base Salary;

          (b) pay Executive the Accrued Vacation Payment;

          (c) pay Executive the Accrued Reimbursable Expenses;

          (d) pay Executive the Accrued Benefits;

          (e) continue to pay  Executive  his Base Salary for a period of twelve
(12) months following the termination date; and

          (f)  maintain  in full  force  and  effect,  for  Executive's  and his
eligible beneficiaries'  continued benefit, for twelve (12) months following the
termination date, the employee benefits  pursuant to  Company-sponsored  benefit
plans,  programs  or other  arrangements  in which  Executive  was  entitled  to
participate  immediately  prior to such  termination,  subject  to the terms and
conditions of the plans (the  "CONTINUED  BENEFITS").  If Executive's  continued
participation  is not permitted  under the general terms and  provisions of such
plans, programs and arrangements, the Company shall arrange to provide Executive
with  Continued  Benefits  substantially  similar to those  which  Executive  is
entitled to receive under such plans, programs and arrangements.

     4.3 STOCK OPTION VESTING. Notwithstanding any provision of the Stock Option
Agreement,  if Executive's employment is terminated by the Company without Cause
or by the  Executive  for Good Reason,  the  Executive  shall have up to six (6)
months after the termination date to exercise his vested options,  to the extent
not previously exercised by Executive.

     4.4 CHANGE OF CONTROL

Change in Control" shall mean (i) the time that the Corporation first determines
that any person and all other  persons who  constitute a group  having  acquired
direct  or  indirect  beneficial  ownership  of  fifty-one  (51%) or more of the
Corporation's  outstanding  securities,  or (ii) the time  that the  "Continuing
Directors"  approves a transaction  such that the  Corporation is acquired by or
merged into another company.

                                       5
<PAGE>
SEVERANCE  COMPENSATION IN THE EVENT OF A TERMINATION  UPON A CHANGE IN CONTROL.
In the event the  Executive's  employment is terminated in a Termination  Upon a
Change  in  Control,  the  Executive  shall  be paid as  severance  compensation
("Severance  compensation") an amount equal to 100% of his base salary in effect
at  Termination.  In the  event  of a  Change  of  Control  and the  Executive's
employment is retained,  no Severance  Compensations shall be due the Executive.
In the event that the  Executive's  employment  is  terminated  as a result of a
Termination Without Cause, the Executive shall be paid as Severance Compensation
an amount  equal to 100% of his base  salary  paid in equal  installments  for a
period of six months from the date of such termination  provided,  however, that
if the Executive is employed by a new employer during such period, the Severance
Compensation  payable to the Executive during such period will be reduced by the
amount  of  compensation  that  the  Executive  actually  receives  from the new
employer.  However,  the Executive is under no obligation to mitigate the amount
owed the  Executive  pursuant to this  Section by seeking  other  employment  or
otherwise.  In  the  event  of a  Termination  Upon a  Change  in  Control  or a
Termination  Without  Cause  within the first  twelve (12) months of a change in
control,  the Executive shall also be entitled to an accelerated  vesting of any
awards granted to the Executive under the Corporation's Stock Option Plan to the
extent  provided  in the  stock  option  agreement  entered  into at the time of
employment.

                                    ARTICLE V

                              RESTRICTIVE COVENANTS

     5.1 CONFIDENTIALITY.

          (a) Executive  covenants  and agrees to hold in strictest  confidence,
and not  disclose  to any person  without  the  express  written  consent of the
Company,  any and  all of the  Company's  Proprietary  Information  (as  defined
below),  except  as such  disclosure  may be  required  in  connection  with his
employment  hereunder.  This covenant and agreement shall survive this Agreement
and continue to be binding upon Executive after the expiration or termination of
this  Agreement,  whether  by  passage  of  time or  otherwise,  so long as such
information and data shall remain proprietary information.

          (b) Upon termination of this Agreement for any reason, Executive shall
immediately turn over to the Company any  "Proprietary  Information," as defined
in subparagraph (c) below. Executive shall have no right to retain any copies of
any material  qualifying as Proprietary  Information  for any reason  whatsoever
after  termination  of his  employment  hereunder  without the  express  written
consent of the Company.

          (c) For purposes of this Agreement,  "PROPRIETARY  INFORMATION"  means
and  includes the  following:  the identity of clients or customers or potential
clients or customers  of the Company or its  affiliates;  any written,  typed or
printed lists,  or other  materials  identifying the clients or customers of the
Company or its  affiliates;  any  financial  or other  information  supplied  by
clients  or  customers  of the  Company or its  affiliates;  any and all data or
information  involving  the  Company,  its  affiliates,  programs,  methods,  or
contacts  employed  by the  Company or its  affiliates  in the  conduct of their
business; any lists, documents,  manuals, records, forms, or other material used
by the Company or its affiliates in the conduct of their business; and any other

                                       6
<PAGE>
secret or confidential  information  concerning the Company's or its affiliates'
business or affairs. The terms "list," "document" or other equivalents,  as used
in this  subparagraph  (c), are not limited to a physical writing or compilation
but also include any and all information whatsoever regarding the subject matter
of the "list" or "document," whether or not such compilation has been reduced to
writing.  "Proprietary Information" shall not include any information which: (i)
is or becomes publicly  available  through no act or failure of Executive;  (ii)
was or is rightfully  learned by Executive  from a source other than the Company
before being received from the Company; or (iii) becomes independently available
to Executive  as a matter of right from a third party.  If only a portion of the
Proprietary Information is or becomes publicly available, then only that portion
shall not be Proprietary Information hereunder.

          (d) Executive  acknowledges  that he is Chief Executive Officer of the
Company and in such  capacity he will be a  representative  of the Company  with
respect  to  clients  and  potential  clients  of the  Company.  Executive  also
acknowledges  that he has had and will  continue to have access to  confidential
information  about the  Company,  its  affiliates,  and their  clients  and that
"Proprietary  Information"  acquired by him at the expense of the Company is for
use in its business.  Executive has  substantial  experience in the  information
technology  products  and  services  marketing  and  distribution  industry  and
possesses special,  unique,  extraordinary  skills, and knowledge in this field.
Executive's  management  and  operational  services to the Company are  special,
unique, and extraordinary and the success or failure of the Company is dependent
upon his discharge of his duties and obligations.  Accordingly,  by execution of
this Agreement,  and subject to subparagraph  (c) hereof,  Executive agrees that
during his  employment  with the  Company and for a period of twelve (12) months
following  the  date  of   termination   of  his   employment   hereunder   (the
"NON-COMPETITION  PERIOD") for any reason  (whether  such  termination  shall be
voluntary or  involuntary),  he shall not violate the provisions of Section 5.2.
Executive  agrees that the twelve (12) month period referred to in the preceding
sentence  shall be extended by the number of days included in any period of time
during which he is or was engaged in activities constituting a breach of Section
5.2.

     5.2 COMPETITION.

          (a) During the  Non-Competition  Period  specified in Section  5.1(d),
Executive shall not:

               (i) except as a passive investor in publicly-held  companies, and
except for investments  held as of the date hereof,  directly or indirectly own,
operate, manage, consult with, control, participate in the management or control
of, be employed by, maintain or continue any interest  whatsoever in any company
that directly competes with the Company in the United States; or

               (ii) directly or indirectly solicit any business of a nature that
is directly  competitive with the business of the Company from any individual or
entity  that  obtained  such  products  or  services  from  the  Company  or its
affiliates at any time during his employment with the Company; or

               (iii)  directly or  indirectly  solicit any  business of a nature
that  is  directly  competitive  with  the  business  of the  Company  from  any
individual  or  entity  solicited  by  him  on  behalf  of  the  Company  or its
affiliates; or

                                       7
<PAGE>
               (iv) directly or indirectly  solicit,  or cause the  solicitation
of, any  employees  of the  Company  who are in the employ of the Company on the
termination date of his employment hereunder for employment by others.

          (b) Executive expressly agrees and acknowledges that:

               (i) it will require at least 12 months for the Company to locate,
hire and train an  appropriate  individual  to perform the  functions and duties
that Executive is performing hereunder;

               (ii) the Company has protected business interests  throughout the
[United States of America] and that  competition  with and against such business
interests would be harmful to the Company;

               (iii) this  covenant not to compete is  reasonable as to time and
geographical area and does not place any unreasonable burden upon him;

               (iv) the  general  public  will  not be  harmed  as a  result  of
enforcement of this covenant not to compete;

               (v) his personal  legal counsel has reviewed this covenant not to
compete; and

               (vi) he understands  and hereby agrees to each and every term and
condition of this covenant not to compete.

     5.3   NON-DISPARAGEMENT.   During  the  term  of  this  Agreement  and  the
Non-Competition  Executive  shall not  disparage  the Company or disclose to any
third party the conditions of Executive's  employment with the Company except as
may be required in filings  made  pursuant to  applicable  law and the rules and
regulations of the Securities and Exchange Commission.

     5.4  REMEDIES.  Executive  expressly  agrees  and  acknowledges  that  this
covenant  not to compete is  necessary  for the  Company's  and its  affiliates'
protection  because of the nature and scope of their  business  and his position
with the Company.  Further,  Executive  acknowledges  that,  in the event of his
breach of his  covenant  not to compete,  money  damages  will not  sufficiently
compensate the Company for its injury caused thereby,  and he accordingly agrees
that in addition to such money  damages he may be  restrained  and enjoined from
any continuing  breach of this covenant not to compete without any bond or other
security being required of any court.  Executive acknowledges that any breach of
this covenant not to compete would result in irreparable  damage to the Company.
Executive  further  acknowledges  and agrees that if the covenant not to compete
herein is deemed to be  unenforceable  and/or the Executive fails to comply with
this Article V, the Company has no  obligation  to provide any  compensation  or
other benefits described in Article IV hereof.  Executive  acknowledges that the
remedy at law for any breach or  threatened  breach of Sections 5.1, 5.2 and 5.3
will be inadequate and, accordingly,  that the Company shall, in addition to all
other available remedies (including without limitation,  seeking such damages as
it can  show  it has  sustained  by  reason  of such  breach),  be  entitled  to
injunctive relief or specific performance.

                                       8
<PAGE>
                                   ARTICLE VI

                                  MISCELLANEOUS

     6.1 DEFINITIONS.  For purposes of this Agreement, the following terms shall
have the following meanings:

          (a) "ACCRUED BASE SALARY" - as defined in Section 4.1(a).

          (b) "ACCRUED BENEFITS" - as defined in Section 4.1(d).

          (c) "ACCRUED REIMBURSABLE EXPENSES" - as defined in Section 4.1(c).

          (d) "ACCRUED VACATION PAYMENT" - as defined in Section 4.1(b).

          (e) "BASE SALARY" - as defined in Section 2.1.

          (f) "CAUSE" shall mean the occurrence of any of the following:

               (i) Executive's  gross and willful  misconduct which is injurious
to the Company;

               (ii) Executive has engaged in fraudulent  conduct with respect to
the  Company's  business  or in conduct of a  criminal  nature  that may have an
adverse impact on the Company's standing and reputation;

               (iii)  the  continued  and  unjustified  failure  or  refusal  by
Executive to perform the duties  required of him by this Agreement which failure
or refusal shall not be cured within  fifteen (15) days following (A) receipt by
Executive of written notice  specifying the factors or events  constituting such
failure or refusal,  and (B) a reasonable  opportunity  for Executive to correct
such deficiencies;

               (iv) Executive's use of drugs and/or alcohol in violation of then
current  Company  policy or  Executive's  failure to comply  with other  Company
policies in effect from time to time  including,  without  limitation,  policies
relating to sexual harassment; or

               (v) Executive's  breach of his duties under Section 1.2(b) hereof
which shall not be cured within  fifteen (15) days after written  notice thereof
to Executive.

          (g) "CODE" shall mean the Internal Revenue Code of 1986, as amended.

          (h) "CONTINUED BENEFITS" - as defined in Section 4.3(g).

          (i) "GOOD REASON" shall mean the occurrence of any of the following:

               (i)  Without  Executive's  express  written  consent,  a material
reduction by the Company in  Executive's  function,  duties or  responsibilities
(including reporting  responsibilities) relative to Executive's function, duties
or  responsibilities   in  effect  immediately  prior  to  such  reduction,   or

                                       9
<PAGE>
Executive's  removal  from such  function,  duties or  responsibilities,  unless
Executive is provided with a comparable function,  duties and  responsibilities;
PROVIDED,  HOWEVER,  that a reduction  in duties,  position or  responsibilities
solely by virtue of the Company being  acquired and made part of a larger entity
shall not constitute "Good Reason";

               (ii)  Executive's  Base  Salary  is  materially  reduced  by  the
Company,  unless such  reduction  is pursuant to a salary  reduction  program as
described in Section 2.1 hereof or there is a material reduction in the benefits
that are in effect for the Executive immediately prior to such reduction, unless
such  reduction  is pursuant to a uniform  reduction  in benefits for all Senior
Executives;

               (iii) The  failure by the  Company to obtain  the  assumption  by
operation  of law or  otherwise  of this  Agreement  by any entity  which is the
surviving  entity  in any  merger  or  other  form of  corporate  reorganization
involving the Company or by any entity which acquires all or  substantially  all
of the  Company's  assets;  or (iv) A  failure  by the  Company  to  timely  pay
Executive's Base Salary.

          (j) "NON-COMPETITION PERIOD" - as defined in Section 5.1(d).

          (k) "NOTICE OF  TERMINATION"  shall mean a notice which shall indicate
the specific  termination  provision of this Agreement relied upon and shall set
forth in  reasonable  detail  the facts and  circumstances  claimed to provide a
basis  for  termination  of  Executive's   employment  under  the  provision  so
indicated.  Each Notice of Termination shall be delivered at least 30 days prior
to the effective date of termination.

          (l) "PROPRIETY INFORMATION" - as defined in Section 5.1(c).

          (m)  "RETIREMENT"  shall  mean  normal  retirement  at  age  65  or in
accordance with rules generally  applicable to the Company's executive employees
in accordance with any other retirement arrangement established with Executive's
consent with respect to Executive.

          (n)  "SENIOR  EXECUTIVES"  shall  mean  the five  highest  compensated
employees of the Company  determined in  accordance  with  applicable  rules and
regulations of the Securities and Exchange Commission.

          (o) "TOTAL DISABILITY" shall mean Executive's failure substantially to
perform his duties  hereunder on a full-time  basis for a period  exceeding  180
consecutive  days or for  periods  aggregating  more  than 180 days  during  any
twelve-month period as a result of incapacity due to physical or mental illness.
If there is a dispute as to whether  Executive is or was  physically or mentally
unable to  perform  his duties  under  this  Agreement,  such  dispute  shall be
submitted  for a resolution to a licensed  physician  agreed upon by the Company
and Executive,  or if an agreement cannot be promptly  reached,  the Company and
Executive will each select a physician,  and if these  physicians  cannot agree,
they will pick a third physician whose decision shall be binding on all parties.
If such a dispute arises,  Executive shall submit to such examinations and shall
provide such information as such physician(s) may request, and the determination
of the  physician(s)  as to Executive's  physical or mental  condition  shall be
binding and conclusive.

                                       10
<PAGE>
     6.2 MITIGATION OF DAMAGES; DISPUTE RESOLUTION.

          (a) The Company's obligation to make the payments provided for in this
Agreement  and  otherwise  to perform  its  obligations  hereunder  shall not be
affected by any set-off, counterclaim, recoupment, defense or other claim, right
or action  which the Company may have  against the  Executive  or others.  In no
event shall the  Executive  be obligated  to seek other  employment  or take any
other action by way of mitigation of the amounts  payable to Executive under any
of the  provisions  of this  Agreement  and such  amounts  shall not be  reduced
whether or not the Executive obtains other employment. The Company agrees to pay
promptly as  incurred,  to the full extent  permitted by law, all legal fees and
expenses  which the  Executive may  reasonably  incur as a result of any contest
(regardless of the outcome  thereof) by the Company,  the Executive or others of
the validity or  enforceability  of, or liability  under,  any provision of this
Agreement or any guarantee or performance  thereof (including as a result of any
contest  by the  Executive  about the  amount of any  payment  pursuant  to this
Agreement),  plus in each case interest on any delayed payment at the applicable
Federal rate  provided for in Code Section  1274(d) or any  successor  provision
thereto, for an obligation with a term equal to the length of such delay.

          (b) If there  shall be any dispute  between the Company and  Executive
(i) in the event of any  termination of  Executive's  employment by the Company,
whether such  termination was for Cause, or (ii) in the event of any termination
of employment of Executive,  whether Good Reason  existed,  the dispute shall be
resolved in  accordance  with the  dispute  resolution  procedures  set forth in
EXHIBIT "A" hereto,  and until there is a resolution  and award  declaring  that
such  termination  was for Cause or that the  termination  by Executive for Good
Reason  was not made in good  faith,  the  Company  shall pay all  amounts,  and
provide  all  benefits,   to  Executive  and/or   Executive's  family  or  other
beneficiaries,  as the case may be, that the Company would be required to pay or
provide  hereunder as though such  termination were by the Company without Cause
or by Executive with Good Reason, provided,  however, that the Company shall not
be required to pay any disputed amounts pursuant to this subparagraph (b) except
upon receipt of an  undertaking  by or on behalf of Executive to repay,  without
interest or penalty,  all such amounts to which Executive is ultimately adjudged
not to be  entitled  as  soon  as  possible  after  completion  of  the  dispute
resolution with respect to the payment of such disputed amount.

     6.3 SUCCESSORS; BINDING AGREEMENT. This Agreement shall be binding upon any
successor to the Company and shall inure to the benefit of and be enforceable by
Executive's  personal  or  legal  representatives,   beneficiaries,   designees,
executors, administrators, heirs, distributees, devisees and legatees.

     6.4 MODIFICATION;  NO WAIVER. This Agreement may not be modified or amended
except by an  instrument  in writing  signed by the parties  hereto.  No term or
condition of this Agreement shall be deemed to have been waived, nor shall there
be any estoppel  against the  enforcement  of any  provision of this  Agreement,
except by written  instrument by the party charged with such waiver or estoppel.
No such written waiver shall be deemed a continuing  waiver unless  specifically
stated therein,  and each such waiver shall operate only as to the specific term
or condition  waived and shall not constitute a waiver of such term or condition
for the future or as to any other term or condition.

                                       11
<PAGE>
     6.5  SEVERABILITY.  The  covenants  and  agreements  contained  herein  are
separate and severable and the invalidity or unenforceability of any one or more
of such covenants or agreements,  if not material to the employment  arrangement
that is the  basis  for  this  Agreement,  shall  not  affect  the  validity  or
enforceability of any other covenant or agreement  contained herein.  If, in any
judicial  proceedings,  a  court  shall  refuse  to  enforce  one or more of the
covenants or agreements  contained  herein  because the duration  thereof is too
long,  or the scope  thereof is too broad,  it is expressly  agreed  between the
parties hereto that such duration or scope shall be deemed reduced to the extent
necessary to permit the enforcement of such covenants or agreements.

     6.6  NOTICES.  All notices and other  communications  required or permitted
hereunder  shall be in  writing  and shall be  delivered  personally  or sent by
registered or certified mail, return receipt requested, to the parties hereto at
the following addresses:

          If to the Company, to it at:

          BestNet Communications Corp.
          5210 East Williams Circle
          Suite 200
          Tucson, Arizona  85711
          ATTN: President

          with a copy to:

          Gregory R. Hall, Esq.
          Squire, Sanders & Dempsey L.L.P.
          40 North Central Avenue
          Suite 2700
          Phoenix, Arizona 85004

          If Executive, to him at:

          Robert A. Blanchard
          5075 Cascade Road, Southeast, Suite K
          Grand Rapids, MI 49546

     6.7  ASSIGNMENT.  This  Agreement  and any  rights  hereunder  shall not be
assignable by either party without the prior written consent of the other party.

     6.8 ENTIRE UNDERSTANDING;  TERMINATION OF PRIOR AGREEMENTS.  This Agreement
constitutes  the  entire  understanding   between  the  parties  hereto  and  no
agreement,  representation,  warranty or covenant  has been made by either party
except as  expressly  set forth  herein.  All prior  agreements  relating to the
subject matter hereof,  including the Prior Agreement,  are hereby superseded in
their entirety and shall be of no further force or effect.

     6.9  EXECUTIVE'S  REPRESENTATIONS.  Executive  represents and warrants that
neither the execution and delivery of this Agreement nor the  performance of his
duties hereunder violates the provisions of any other agreement to which he is a
party or by which he is bound.

                                       12
<PAGE>
     6.10  SURVIVORSHIP.  Unless  specifically  stated to the  contrary  in this
Agreement,  the rights and  obligations  of the  Executive and Company set forth
herein shall continue beyond the term of this Agreement,  including,  but not by
way of limitation,  the Company's  obligations  under Sections 2.5, 4.3, and the
Company's rights under Article V.

     6.11 GOVERNING LAW. This  Agreement  shall be construed in accordance  with
and governed for all purposes by the laws of the State of Arizona  applicable to
contracts executed and wholly performed within such state.

     IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as
of the day and year first above written.

                                        BESTNET COMMUNICATIONS CORP.,
                                        a Nevada corporation


                                        By: ____________________________________

                                        Name: __________________________________

                                        Title: _________________________________


                                        EXECUTIVE

                                        ________________________________________
                                        Robert Blanchard

                                       13