Exhibit 10.13

                                 LEASE AGREEMENT


     THIS AGREEMENT is made and entered into this 22nd day of November 2002, by
and between 5075 CASADE ROAD, LLC, a Michigan Limited Liability Company, of 5075
Cascade 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, S.E., Grand Rapids, Michigan, as
outlined on the floor plan attached hereto as Exhibit A, and consisting of
approximately 3,600 rentable square feet (hereinafter referred to as Suites A,B
& C 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 34 months
               commencing on December 1, 2002, and ending on October 31, 2005,
               unless sooner terminated as herein provided. Notwithstanding the
               foregoing, Landlord shall permit Tenant to have access to the

                                       1

<PAGE>


               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
               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 December 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 (see addendum #2 collectively the "rent
               schedule), payable in advance in monthly installments (see
               addendum #2), 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 December 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

                                       2

<PAGE>


               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
               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

                                       3

<PAGE>


          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 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.

                                       4

<PAGE>


          (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.

          (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

                                       5

<PAGE>


               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 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

                                       6

<PAGE>


               (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
               (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

                                       7

<PAGE>


               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 any 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:

               (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,

                                       8

<PAGE>


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

                                       9

<PAGE>


          (b)  Insurance.
               ----------

               Landlord shall insure its interest in the Demised Premises with
               fire and extended coverage insurance. Tenant shall carry 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

                                       10

<PAGE>


          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 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.

                                       11

<PAGE>


     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
               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.

                                       12

<PAGE>


          (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.

     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.

                                       13

<PAGE>


          (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
               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

                                       14

<PAGE>


          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
          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.

                                       15

<PAGE>


     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.

     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

                                       16

<PAGE>


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

                                       17

<PAGE>


     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. In the event of any bankruptcy or other proceeding initiated

                                       18

<PAGE>


          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.

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



                                            TENANT

                                            Bestnet Communications, Inc.


                                            By:  /s/
----------------------------------             --------------------------------
                                                      Robert A. Blanchard

                                       19

<PAGE>


                                   ADDENDUM #1

                                  IMPROVEMENTS

                                  Work Schedule





1.   Landlord to clean carpet and paint suite.

2.   Landlord to provide $500 in labor and materials for communication's wiring.


     The work captioned above has been completed to my satisfaction.






                                            By:  /s/
                                               --------------------------------
                                                      Robert A. Blanchard
                                                      Bestnet Communications,
                                                      Inc.


                                            Date:
                                                 ------------------------------

                                       20

<PAGE>


                              ADDENDUM #2

                             RENT SCHEDULE


 MONTH                       ANNUAL RENT                      MONTHLY RENT
 -----                       -----------                      ------------
 1 - 2               Forty Eight Thousand Dollars      Four Thousand Dollar (US)
                             (US)$48,000                        $4,000
 2 - 12              Fifty Four Thousand Dollars      Forty Five Hundred Dollars
                             (US)$54,000                      (US)$4,500
13 - 24               Fifty Five Thousand Six          Four Thousand Six Hundred
                     Hundred Twenty Dollars (US)        Thirty Five Dollars (US)
                               $55,620                           $4,635
25 - 34              Fifty Seven Thousand Two            Four Thousand Seven
                    Hundred Eighty Eight Dollars    Hundred Seventy Four Dollars
                         & Sixty cents (US)                 & Five Cents (US)
                             $57,288.60                        $4,774.05



Agreed to on this 22nd day of November, 2002



                                            By:  /s/
----------------------------------             --------------------------------
Witness                                               R. Parke Collins, II,
                                                      Property Manager For
                                                      R. Parke Collins, Member
                                                      "Landlord"
----------------------------------
Witness

                                               --------------------------------
                                                      Robert A. Blanchard
                                                      Bestnet Communications,
                                                      Inc "Tenent"

                                       21


<PAGE>



                                  Codicil

The signing of this lease, dated November 22, 2002, negates the previously
signed lease.


                                       22