BESC/IMT Asset Purchase Agreement                                  Exhibit 10.01


                            ASSET PURCHASE AGREEMENT


This Asset Purchase Agreement  ("Agreement") is made and entered into as of this
8th day of January 2007, by and between Interactive Media Technologies,  Inc., a
Florida corporation (the "Buyer"),  and BestNet  Communications  Corp., a Nevada
corporation (the "Seller"). The parties have agreed as follows.


                                   1. RECITALS

1.1 BUSINESS.

Seller,  among other things,  owns and operates a business  that sells  internet
telephone  services to customers  (the  "Business").  Seller  desires to sell to
Buyer and Buyer desires to purchase from Seller certain of Seller's  assets used
primarily in or relating primarily to the Business (as described herein), and to
assume certain specified liabilities, under the terms and conditions hereinafter
set forth.  Buyer owns and operates,  through several wholly and partially owned
subsidiaries,  a number of telephone  service  businesses  and has  expertise in
evaluating, acquiring and operating such businesses.

1.2 BUYER'S INQUIRIES.

Prior to entering  into this  Agreement,  Buyer had full access to the personnel
and  equipment  of the  Business  and has  satisfied  itself as to the assets it
desires  to acquire  from  Seller,  the  liabilities  it wishes to  assume,  the
Seller's customer lists and the feasibility of converting the Seller's customers
to  the  Buyer's   telephone   operating  systems  and  acquiring  the  goodwill
represented by such customers.

1.3 DEFINITIONS

(a) "Assets"  shall mean all of the right,  title and  interest  that the Seller
possesses and has the right to transfer in and to all of the following described
properties,  assets and rights used or useful in connection with the Business as
the same shall exist on the Closing Date:

     (i) all of the right, title and interest of Seller in and to all furniture,
fixtures and equipment listed on Schedule 1.3(a)(i) attached hereto;

     (ii) all intangible assets other than accounts receivable primarily used in
or  relating  to  the  Business,   wheresoever   situated  and  whether  or  not
specifically  referred to herein or in any  instrument of  conveyance  delivered
pursuant  hereto,  and  whether  or not any of such  assets  have any  value for
accounting  purposes or are carried or reflected on or referred to in any of the
books or  financial  statements  of Seller,  excluding,  however,  any rights of
Seller  under a certain  License  Agreement  between  the  Seller  and  Softalk,
Inc.(the  "Softalk  License"),  a copy of which is  attached  hereto as  Exhibit
1.3(a)(ii),  and any sums of money that Seller has deposited  with  suppliers or
other parties ("Deposits");

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BESC/IMT Asset Purchase Agreement                                  Exhibit 10.01


     (iii)  all of  Seller's  rights  and  interests  in, to and under the Agent
Agreements listed and described on Schedule 1.3 (a)(iii)(A)  attached hereto and
Lease  Contracts  listed and  described  on Schedule  1.3  (a)(iii)(B)  attached
hereto,;

     (iv) Customer Information History

     (v) the  Seller's  telephone  numbers and  internet  domain names listed on
Schedule 1.3(a)(iv) used in connection with the Business; and

     (vi) all goodwill associated with the Business.

(b) "Assumed  Liabilities"  shall mean all obligations of Seller under the Agent
Agreements,  and Lease Contracts that are validly assigned to Buyer, which arise
after or are to be performed on and after the Closing Date;

(c) "Customer  Information History" shall mean the complete customer transaction
history,  software  developments,   trade  secrets,  customer  lists,  marketing
materials,  billing and collection  records,  and all other intangible  personal
property  rights of the Seller  which  primarily  relate to the  Business or the
Assets of the  Business;  excluding,  however,  any  rights of Seller  under the
Softalk License.

(e)  "Close"  or  "Closing"  shall  mean the  consummation  of the  transactions
contemplated hereby.

(f)  "Switchover  Date" shall mean  January 31, 2007,  at 11:59 p.m.  After this
date,  all revenues  associated  with the Business will accrue to the benefit of
the Buyer and Buyer will be responsible for all liabilities  associated with the
Business.

(g) "Closing  Date" shall mean February 15, 2007, at 10:00 a.m., or as otherwise
described  herein or agreed to by the parties to this Agreement,  at the offices
of Firetag,  Stoss & Dowdell, P.C., 1747 East Morten Avenue, Suite 107, Phoenix,
Arizona 85020.

(h)   "Contracts"   shall  mean  all  contracts,   agreements,   understandings,
indentures,  notes, bonds, loans,  instruments,  leases,  subleases,  mortgages,
franchises,  licenses, commitments or binding arrangements,  express or implied,
oral or written, whether or not enforceable, that are related exclusively to the
Business;  excluding, however, the Seller's rights or interest under the Softalk
License.

(i) "Purchase Price" shall have the meaning set forth in Section 2.3, below.

(j) "Tax" shall mean any federal, state, local or foreign income, gross receipt,
license, payroll,  employment,  excise, severance,  stamp, occupation,  premium,
windfall  profits,  environmental,  custom  duties,  capital  stock,  franchise,
profits, withholding,  social security (or similar),  unemployment,  disability,
real property,  personal  property,  sales, use, transfer,  registration,  value
added,  alternative  or  add-on  minimum,  estimated,  or other  tax of any kind
whatsoever,  including  any  interest,  penalty,  or addition  thereto,  whether
disputed or not.

(k) "Tax Return" shall mean any return,  declaration,  report, claim for refund,
information  return or statement  relating to taxes,  including  any schedule or
attachment thereto, and including any amendment thereof.

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BESC/IMT Asset Purchase Agreement                                  Exhibit 10.01


                 2. PURCHASE AND SALE; ASSUMPTION OF LIABILITIES


2.1 PURCHASED ASSETS.

Seller agrees to sell,  assign,  transfer and deliver to Buyer, and Buyer agrees
to purchase  from Seller,  on the Closing Date (as defined in section 4 hereof),
all of the right,  title and interest of Seller in and to all of the Assets,  as
defined above, free and clear of all security interests, liens, claims and other
encumbrances. The Assets are being sold on an "AS IS; WHERE IS" basis. EXCEPT AS
OTHERWISE SPECIFICALLY STATED IN THIS AGREEMENT, SELLER MAKES NO REPRESENTATIONS
OR WARRANTIES  WHATSOEVER WITH RESPECT TO ANY OF THE ASSETS. All tangible Assets
are being sold f.o.b. present location.

2.2 ASSUMPTION OF LIABILITIES.

Buyer and Seller  agree that Buyer shall not assume,  nor shall Buyer in any way
be responsible for, any liability, obligation, claim or commitment,  contingent,
actual or otherwise,  known or unknown, of Seller, it being expressly understood
and  agreed  that  Seller  shall  continue  to be  responsible  for  any and all
liabilities,  obligations,  claims or  commitments  of  Seller  or the  Business
entered into on or prior to the Closing Date,  including but not limited to, any
sales, income, payroll or other taxes,  obligations to other creditors including
vendors,  employees and customers or other liabilities,  obligations,  claims or
commitments  of  the  Seller  incurred  in  connection  with  the   transactions
contemplated hereby.  Notwithstanding the preceding sentence,  Buyer agrees that
it will,  on the Closing  Date,  assume and agree to perform and  discharge  the
obligations of the Seller  arising out of the agreements and contracts  referred
to in Section 1.3(a)(iii)(B).

2.3 PURCHASE PRICE AND PAYMENT.

The purchase price (the "Purchase  Price") for the Purchased  Assets and Assumed
Liabilities  shall be equal to the sum of Sixty Thousand  Dollars  ($60,000.00),
payable as follows:

     (a)  $30,000.00  in cash upon the mutual  execution  and  delivery  of this
Agreement; and

     (b) $30,000.00 in cash upon the Closing Date.

On the Closing Date, Buyer also agrees to reimburse Seller for all expenses paid
by Seller  after the  Switchover  Date  through the Closing Date which relate to
liabilities  associated with the Business that were incurred by Seller after the
Switchover Date.

Buyer  further  understands  and agrees to pay any and all sales tax, use tax or
personal property tax due or to become due as a result of this transaction.  The
parties  shall agree on or prior to the Closing to allocate the  Purchase  Price
among the  purchased  Assets in  accordance  with  section  1060 of the Internal
Revenue Code of 1986, as amended,  and not to take any inconsistent  position on
any tax return or filing.

2.4 FAMILIARIZATION PERIOD

A familiarization  period  ("Familiarization  Period") shall commence  forthwith
upon the mutual  execution  and  delivery  of this  Agreement  and expire on the
Switchover Date. During the  Familiarization  Period,  the Buyer shall have full

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BESC/IMT Asset Purchase Agreement                                  Exhibit 10.01


access to the  facilities  of the Seller for the  purpose  of  facilitating  the
seamless transfer of customers from the Seller's systems to the Buyer's systems.

2.5 CLOSING.

The Closing  ("Closing"  or  "Closing  Date") of the  transactions  contemplated
hereby shall take place at the office of Firetag,  Stoss & Dowdell,  P. C., 1740
East Morten,  Suite 107,  Phoenix,  Arizona  85020 at 10 a.m. on the 15th day of
February,  2007, or at such other place,  time or date, no later than forty-five
days after  commencement  of the  Familiarization  Period,  as shall be mutually
agreed upon by Seller and Buyer.

2.6 DELIVERIES AT CLOSING

At the Closing,

(a) Seller shall deliver to Buyer the following:

     (i)  such  bill  of  sale or  other  good  and  sufficient  instruments  of
assignment,  transfer  and  conveyance  as Buyer shall  reasonably  request,  to
transfer to Buyer all right,  title and  interest of Seller in the Assets,  free
and clear of all security interests, liens, claims and encumbrances;

     (ii) all appropriate  instruments granting to Buyer the right to the use of
all trade names and  trademarks  owned or used by Seller in connection  with the
Business;

     (iii) such other instrument or instruments of transfer, if any, as shall be
necessary or appropriate  to vest in the Buyer good and marketable  title to the
Assets;

     (iv) delivery of any required consents; and

     (v) delivery of all UCC-3  termination  statements and all other  documents
and instruments  necessary to release and discharge all liens, claims,  security
interests and other encumbrances on all Assets.

(b)  Buyer shall deliver to Seller the following:

     (i) the cash payment of $30,000 due on the Closing Date; and

     (ii) any reimbursement of expenses due to Seller pursuant to Section 2.3.

2.7 ALLOCATION OF RECEIVABLES UPON CLOSING.

The  parties  will in good faith agree upon and put into  effect  procedures  to
allocate all  receivables  generated  from an after 12:01 AM on the Closing Date
(the "Transition Time") to the Buyer and to permit the Seller to have sufficient
access to the  facilities of the Business for a reasonable  period of time after
the Closing to enable it to collect receivables  generated before the Transition
Time.  It is  understood  that  during  that  period,  the Buyer will  institute
procedures to enable it to collect  receivables  generated  after the Transition
Time. The process is defined as follows:

     1.   On the  Switchover  Date,  a report  will be  prepared  by  Seller  to
          determine the prepaid balances on all of its customer accounts.

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BESC/IMT Asset Purchase Agreement                                  Exhibit 10.01


     2.   Seller  will issue a check to Buyer for all the prepaid  accounts  and
          Buyer will ensure that all prepaid  balances are correctly  applied to
          the respective customer accounts maintained by Buyer.

     3.   Seller will obtain a list of open but sold virtual prepaid cards still
          available with its agents.

     4.   Buyer will be responsible for any  chargebacks  related to the prepaid
          account balances transferred.

     5.   Seller will collect all of its receivables via invoicing or its credit
          card collection.  None of Seller's  receivables will be transferred to
          the Buyer.

     6.   The database server and credit  processing  servers will remain active
          and in  Seller's  control  until the Closing  Date to allow  Seller to
          collect all of its open receivables.

     7.   All the non-prepaid  customers  transferred to Buyer will not have any
          beginning balances.

     8.   Seller will retain its merchant accounts and close them  appropriately
          with their credit card processor.

     9.   Seller will be responsible for any future  chargebacks  related to its
          account receivable collection.

2.8 EMPLOYMENT.

Buyer agrees to continue the  employment at Seller's  Grand Rapids office of the
persons  listed in  Schedule  2.8 hereto (the "Grand  Rapids  Personnel")  for a
minimum  period  of two  months  following  the  Switchover  Date at the rate of
compensation shown therein.  The services of the contractor  personnel listed in
Schedule 2.8 other than the Grand Rapids  Personnel (the  "Canadian  Personnel")
will not be  terminated  by the Seller  prior to the Closing  Date unless  Buyer
notifies  Seller  prior  to the  Switchover  Date  that it does not  desire  the
services of the Canadian  Personnel  after the Closing Date.  Buyer  understands
that  even if it so  notifies  Seller,  it shall  nevertheless  be  required  to
reimburse Seller for the expenses of the Canadian  Personnel from the Switchover
Date through the Closing  Date. If not earlier  terminated by the Seller,  Buyer
agrees not to terminate the services of the Canadian  Personnel  without  giving
such  respective  Canadian  Personnel at least  fifteen (15) days prior  written
notice.  It is understood  and agreed that each of the Grand Rapids and Canadian
Personnel is intended to be a beneficiary of this  Agreement,  with the right to
bring an action for damages or otherwise as permitted by law and to recover,  in
addition  to any  other  damages,  their  reasonable  legal  fees  and  costs in
connection therewith.

2.9 USE OF GRAND RAPIDS PREMISES.

From the Closing Date until October 15, 2007,  the Buyer may have the use of the
Seller's  office  facilities in Grand Rapids,  Michigan,  for keeping  purchased
Assets located therein and for its customer service employees in the same manner
as Seller now uses the premises. It is understood that the Buyer will remove all
its purchased  Assets and employees  from these premises by October 15, 2007. It
is understood  that the Seller's  lease on said premises  expires on October 31,
2007. The rental for such use shall be $700.00 per month, and a pro-rated amount
for fractional  months,  payable in advance on the first day of occupancy and on
the first day of each month thereafter.

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BESC/IMT Asset Purchase Agreement                                  Exhibit 10.01


             3. REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER.

Seller  hereby  represents  and  warrants  to,  and from and  after  this  date,
covenants with, Buyer as follows:


3.1 ORGANIZATION AND AUTHORITY.

Seller is a corporation,  duly organized, validly existing, and in good standing
under the laws of the State of Nevada and has all requisite  corporate power and
authority to carry on its business as it is presently being conducted,  to enter
into this Agreement, and to carry out and perform the transactions  contemplated
hereby. The execution,  delivery and performance of this Agreement by Seller has
been  duly  authorized  and  approved  by its Board of  Directors,  and will not
violate its Articles of Incorporation,  By-Laws, or any agreement to which it is
a party or by which it is bound or any law,  rule,  regulation  or court  order.
This  Agreement,  and all other  instruments,  documents  and  agreements  to be
delivered by Seller in connection  therewith,  are the legal,  valid and binding
obligation of Seller enforceable in accordance with its, and their, terms.

3.2 TITLE.

Seller has good and marketable title to all of the Assets, free and clear of any
liabilities, obligations, claims, security interest, liens or encumbrances.

3.3 NO MATERIAL ADVERSE CHANGE.

Since  November 30, 2006,  there has been (i) no material  adverse change in the
Business,  or its financial  condition or prospects  except as noted in Schedule
3.3 attached hereto,  and (ii) no material damage,  destruction,  loss or claim,
whether or not covered by insurance,  or condemnation or other taking  adversely
affecting in any material respect the Assets. Since November 30, 2006 the Seller
has conducted its business  only in the ordinary  course and in conformity  with
past practice.

3.4 TAXES.

Seller has timely filed all required  federal,  state,  county and local income,
excise,  withholding,  property,  sales,  use,  franchise and other tax returns,
declarations  and reports  which are  required to be filed on or before the date
hereof and has paid or reserved  for all taxes which have become due pursuant to
such returns or pursuant to any  assessment  which has become payable except for
taxes which it has contested in good faith.

3.5 LITIGATION.

Except as disclosed in the Seller's  Annual  Report on Form 10KSB for the fiscal
year  ended  August  31,  2006,  as  filed  with  the  Securities  and  Exchange
Commission,  there is no litigation or proceeding or governmental  investigation
pending or, to the knowledge of Seller, threatened against Seller or relating to
the Assets or the Business.

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BESC/IMT Asset Purchase Agreement                                  Exhibit 10.01


3.6 COMPLIANCE WITH LAWS.

Since November 30, 2006,  Seller has complied in all material  respects with all
federal,  state and local laws,  statutes,  rules,  regulations,  ordinances and
codes, and has received no written notice from any governmental agency asserting
that a violation has or may have occurred.

3.7 NO DEFAULTS.

All leases,  agreements and other contracts constituting the Assumed Liabilities
are in full force and effect,  with no default or breach existing or which would
occur but for the existence of notice or the lapse of time.

3.8 EQUIPMENT.

Each item of tangible  equipment  comprising  the Assets is in working order and
repair, ordinary wear and tear excepted.

3.9 COMPLETENESS OF ASSETS.

Except for the rights of the Seller under the Softalk  License and the Deposits,
the Assets  being  transferred  hereunder  comprise  all of the assets which are
necessary  to conduct the  Business  in the manner  that it has been  previously
conducted.

3.10 SELLER'S COVENANT NOT TO COMPETE

Seller,  and  its  affiliates,  shall  not,  individually  or  as a  consultant,
shareholder, partner, venturer, director, officer, agent or otherwise, engage in
any of the following actions:

     (i) for a three (3) year period following the Closing,  solicit, call on or
contact any past (within the past 12 months) or present customers,  suppliers or
employees of Seller with respect to the Business; or

     (ii)  for a two (2)  year  period  following  the  Closing,  engage  in any
activity competitive with the Business as now conducted anywhere in the world.

In addition,  Seller shall keep and maintain all  confidential  and  proprietary
information  of Seller,  including  without  limitation,  financial  statements,
customer and supplier lists,  pricing  information,  sales and purchases margins
and  practices,  methods  of  telephone  solicitation  and  similar  information
regarding the Business  confidential  and shall not disclose such information to
any third person or exploit such information personally except as required under
law, or if such information is in the public domain.


              4. REPRESENTATIONS, WARRANTIES AND COVENANTS OF BUYER
Buyer hereby represents and warrants,  and from and after this date covenants to
Buyer as follows:


4.1 ORGANIZATION AND AUTHORITY.

Buyer is a corporation,  duly organized,  validly existing, and in good standing
under the laws of the State of Florida and has all requisite corporate power and
authority to carry on its business as it is presently being conducted,  to enter
into this Agreement, and to carry out and perform the transactions  contemplated

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BESC/IMT Asset Purchase Agreement                                  Exhibit 10.01


hereby.  The execution,  delivery and performance of this Agreement by Buyer has
been  duly  authorized  and  approved  by its Board of  Directors,  and will not
violate its Articles of Incorporation,  By-Laws, or any agreement to which it is
a party or by which it is bound or any law,  rule,  regulation  or court  order.
This  Agreement,  and all other  instruments,  documents  and  agreements  to be
delivered by Buyer in  connection  therewith,  are the legal,  valid and binding
obligation of Buyer enforceable in accordance with its, and their, terms.

4.2 RECEIPT OF INFORMATION.

Buyer  acknowledges that it has received a copy of the Seller's Annual Report on
Form 10-KSB as filed with the Securities and Exchange  Commission for the fiscal
year ended  November  30,  2006 and that Seller has  heretofore  afforded to the
officers,   employees  and  authorized   representatives   (including,   without
limitation,  independent  public  accountants and attorneys) of the Buyer a full
and complete  opportunity  to conduct and complete  its  acquisition  review and
analysis of the Assets and Assumed  Liabilities,  including a review of Seller's
books and records,  financial  information,  contracts and agreements (including
all  non-competition  and  non-solicitation  covenants  binding on Seller or its
employees)  pertaining  to the Business,  inspection  and review of the physical
operations  of the  Business,  and the right to  contact  and  communicate  with
Seller's vendors, creditors, customers,  employees,  independent contractors and
others  having a business  relationship  with Seller.  Buyer agrees that it will
keep and  maintain  any and all  information  obtained  by it, its  agents,  and
counsel,  confidential, and will not make use of any such information other than
for its evaluation of this transaction.


                 5. CONDITIONS TO THE OBLIGATIONS OF THE SELLER

The  obligations  of the  Seller  under this  Agreement  shall be subject to the
satisfaction,  on or prior to the  Closing  Date,  of the  conditions  set forth
below.

5.1 NO MISREPRESENTATION OR BREACH OF REPRESENTATIONS, WARRANTIES AND COVENANTS.

There  shall  have  been no  breach  by Buyer in the  performance  of any of its
covenants and agreements herein;  each of the  representations and warranties of
Buyer  contained or referred to herein shall be true and correct in all material
respects on the Closing  Date as though  made on the  Closing  Date,  except for
changes therein  specifically  permitted by this Agreement or resulting from any
transaction  expressly  consented  to in writing by the Seller;  and there shall
have been delivered to the Seller a certificate or  certificates to that effect,
dated the Closing Date, signed by the Buyer, by its President.

5.2 CORPORATE ACTION.

Buyer  shall  have  taken  all  corporate   action   necessary  to  approve  the
transactions  contemplated by this Agreement, and Buyer shall have furnished the
Seller  with  certified  copies  of the  resolutions  adopted  by the  Board  of
Directors and the Sole  Shareholder of Buyer,  in form and substance  reasonably
satisfactory to counsel for the Seller, in connection with such transactions.

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BESC/IMT Asset Purchase Agreement                                  Exhibit 10.01


5.3 NO RESTRAINT OR LITIGATION.

No action,  suit,  investigation  or  proceeding  shall have been  instituted or
threatened by any third party,  governmental  or regulatory  agency to restrain,
prohibit or otherwise  challenge  the  legality or validity of the  transactions
contemplated hereby.


5.4 OTHER DOCUMENTATION AND PERFORMANCE.

Seller shall have  received  all of the  documents  and payments  required to be
delivered by the Buyer at or before the Closing pursuant to this Agreement.


                   6. CONDITIONS TO THE OBLIGATIONS OF BUYER

The  obligations  of the Buyer  under  this  Agreement  shall be  subject to the
satisfaction,  on or prior to the  Closing  Date,  of the  conditions  set forth
below.


6.1 NO MISREPRESENTATION OR BREACH OF REPRESENTATIONS, WARRANTIES AND COVENANTS.

There  shall  have been no breach  by  Seller in the  performance  of any of its
covenants and agreements herein;  each of the  representations and warranties of
Seller contained or referred to herein shall be true and correct in all material
respects on the Closing  Date as though  made on the  Closing  Date,  except for
changes therein  specifically  permitted by this Agreement or resulting from any
transaction expressly consented to in writing by the Buyer; and there shall have
been delivered to the Buyer a certificate or certificates to that effect,  dated
the Closing Date, signed by the Seller, by its President.

6.2 CORPORATE ACTION.

Seller  shall  have  taken  all  corporate   action  necessary  to  approve  the
transactions contemplated by this Agreement, and Seller shall have furnished the
Buyer  with  certified  copies  of  the  resolutions  adopted  by the  Board  of
Directors,  in form and  substance  reasonably  satisfactory  to counsel for the
Buyer, in connection with such transactions.

6.3 NO RESTRAINT OR LITIGATION.

No action,  suit,  investigation  or  proceeding  shall have been  instituted or
threatened by any third party,  governmental  or regulatory  agency to restrain,
prohibit or otherwise  challenge  the  legality or validity of the  transactions
contemplated hereby.

6.4 OTHER DOCUMENTATION.

Buyer shall have  received  all of the  documents  and  showings  required to be
delivered by the Seller at the Closing
pursuant to this Agreement.

6.5 MUTUAL INDEMNIFICATION.

A. Seller hereby agrees to indemnify and hold the Buyer,  and its  shareholders,
directors, officers, employees and agents, harmless from and against any and all
claims, suits, actions, judgments, liability, losses, damages, fines, penalties,

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BESC/IMT Asset Purchase Agreement                                  Exhibit 10.01


costs and expenses, including without limitation, reasonable attorneys' fees and
costs arising out of or relating to any event, condition,  contract, obligation,
act, omission,  non-fulfillment,  non-Assumed Liability,  breach,  inaccuracy or
non-fulfillment  of any  representation,  warranty,  covenant or agreement  with
respect to any of the terms of this Agreement.  Seller  acknowledges  and agrees
that Buyer may withhold from and offset any payments due under the provisions of
this Agreement by the amount due Buyer under this section.

B. Buyer  hereby  agrees to  indemnify  and hold  harmless  the Seller,  and its
shareholders,  directors,  officers,  employees and agents, from and against any
and all claims, suits, actions,  judgments,  liability,  losses, damages, fines,
penalties,  costs  and  expenses,   including  without  limitation,   reasonable
attorneys'  fees and costs  arising out of or relating to any event,  condition,
contract, obligation, act, omission, non-fulfillment,  Assumed Liability, breach
or  misrepresentation  of warranty,  representation,  covenant or agreement with
respect to any of the terms of this Agreement.


                          7. GENERAL AND MISCELLANEOUS

7.1 NOTICES.

All  notices for which  provision  is made in this  Agreement  shall be given in
writing  either by actual  delivery  of the  notice  into the hands of the party
entitled to the notice or by mailing the notice by registered or certified mail,
return receipt  requested,  in which case the notice shall be deemed to be given
on the date of its mailing, addressed as follows:

If to Seller:                       BestNet Communications Corp.
                                    2850 Thornhills Ave SE, Suite 104
                                    Grand Rapids, Michigan 49546

With a Copy to:                     Stephen T. Meadow, Esq.
                                    Firetag, Stoss & Dowdell, P.C.
                                    1747 E. Morten Avenue, Suite 107
Phoenix, AZ  85020

If to Buyer:                        Interactive Media Technologies, Inc.
                                    7999 North Federal Highway, Suite 400
                                    Boca Raton, Florida 33487



7.2 PARTIES.

The terms and  provisions  hereof  shall  inure to the benefit of and be binding
upon the  undersigned  and  each of them and  their  respective  successors  and
assigns.

7.3 SEVERABILITY.

The invalidity or  unenforceability  of any of the  provisions  hereof shall not
affect the validity or enforceability of the remainder hereof.

                                       10

<PAGE>
BESC/IMT Asset Purchase Agreement                                  Exhibit 10.01


7.3 ENTIRE AGREEMENT.

This Agreement  together with all of the Schedules and other documents  referred
to herein constitutes the entire Agreement between the parties with reference to
the  subject   matter   hereof  and   supersedes   all  prior   agreements   and
understandings,  whether  written or oral,  regarding the subject matter hereof,
and may only be changed or modified in writing.

7.4 SURVIVAL PAST CLOSING.

All  of  the  representations,  warranties,  covenants,  agreements,  terms  and
provisions of this Agreement shall survive the Closing Date.

7.5 GOVERNING LAW.

This Agreement shall be governed by the laws of Arizona.

7.6  LIMITATION OF SELLER LIABILITY.

Seller  shall  have no  liability  to  Buyer  for a  breach  or  default  of any
representation  or warranty in this  Agreement or in any agreement  delivered by
Seller pursuant to this Agreement  unless the valid claims for all such breaches
and defaults  ("Representation  Claims"),  collectively  aggregate more than Ten
Thousand Dollars ($10,000). The maximum aggregate liability of Seller on account
of  Representation  Claims shall not exceed the  Purchase  Price  ($60,000).  No
present or future partner, director,  officer,  shareholder,  employee, advisor,
agent,  attorney  or asset  manager  of or in  Seller  shall  have any  personal
liability, directly or indirectly, under or in connection with this Agreement or
any agreement made or entered into under or in connection with the provisions of
this  Agreement,  or any amendment or amendments to any of the foregoing made at
any time or times,  heretofore or hereafter,  and Buyer and its  successors  and
assigns and,  without  limitation,  all other persons and  entities,  shall look
solely to Seller's  assets for the payment of any claim or for any  performance,
and Buyer hereby waives any and all such personal liability.  The limitations on
liability  contained  in  this  Section  7.6  are in  addition  to,  and  not in
limitation of, any limitation on liability  applicable to Seller provided in any
other provision of this Agreement or by law or by any other contract,  agreement
or instrument.

7.7  ARBITRATION.

Any dispute or  controversy  arising out of or relating to this  Agreement,  any
document  or  instrument   delivered   pursuant  to,  in  connection   with,  or
simultaneously  with the Agreement,  or any breach of this Agreement or any such
document  or  instrument  ("Dispute")  shall be subject to the  negotiation  and
arbitration  provisions  contained  herein.  Each party to a Dispute  shall make
every  reasonable  effort  to meet in  person  and  confer  for the  purpose  of
resolving the Dispute by good faith  negotiation  before  resorting to any other
dispute  resolution  procedure or legal proceeding.  If the parties do not reach
such  resolution  within a period of thirty (30) days,  then, upon notice by any
party to the other  parties (a "Dispute  Notice"),  the Dispute shall be finally
settled by arbitration by a single  arbitrator  qualified to consider the matter
in dispute. The parties shall attempt to agree on a qualified arbitrator to hear

                                       11

<PAGE>
BESC/IMT Asset Purchase Agreement                                  Exhibit 10.01


the Dispute,  provided  that if the parties  cannot agree on such an  arbitrator
within thirty (30) days of the Dispute  Notice,  the Dispute shall be filed with
and  administered  by the American  Arbitration  Association,  Phoenix,  Arizona
office  ("AAA")  and the AAA  shall  select a  single  arbitrator  qualified  to
consider  the  Dispute.  The  arbitration  shall  be held in  Phoenix,  Arizona,
governed  by the  Commercial  Arbitration  Rules,  then  obtaining,  of the AAA,
conducted at an arbitration  hearing that shall not exceed three (3) days unless
otherwise agreed by the parties.  The arbitrator may grant  injunctions or other
relief in such dispute or controversy and shall rule on all other evidentiary or
discovery  issues or requests.  The decision of the  arbitrator  shall be final,
conclusive and binding upon the parties to the arbitration;  and any party shall
be entitled to cause  judgment on the decision or award of the  arbitrator to be
entered in any court of competent jurisdiction.  The parties shall share equally
the costs of the  arbitrator,  but each party shall be  responsible  for its own
attorney fees and other related costs,  fees and deposits,  notwithstanding  any
provision to the  contrary by statute or the rules of the  American  Arbitration
Association.

7.8  CAPTIONS AND HEADINGS.

The  captions  and  headings of this  Agreement  are solely for  convenience  of
reference and shall be given no effect in the construction or  interpretation of
this Agreement.


7.9  COUNTERPARTS.

This  Agreement  may be  executed in any number of  counterparts,  each of which
shall be deemed an original,  but all of which together shall constitute one and
the same instrument.

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

BestNet Communications Corp.



By:  ______________________________ Its:  ______________________________



Interactive Media Technologies, Inc.


By:  ______________________________         Its:  President