HELP!!!!! IDK WTF TO DO!!!!! im really stuck and i dont know what to do. where to go or who to believe...

ive been together with my bf for the last couple of years n we are not exclusive. im cool with that, one of the reasons is cos he lives far from me...i love him! i can honestly say I LOVE HIM so,he tells me he loves me all the time. we have been seeing eachother for a while. then 6 months ago i had made close friends with this other dude who him n i have never even kissed. he is my bff we do alot together. although my bf knows this he also has friends(girls) whom he goes out with as well. just recently i started to see a pattern with my bf we met chatting online. he stopped goin online so often after we met. i did not. he just recently started to go back online hanging at the same sites we met at. i dont frequent those sites anymore. my bff told me the other day that he was now falling for me. he said he wanted a exclusive relationship with me but knows bout my bf. so i told him that i really loved my bf n that i was happy were i (we- my bff n me) r at this time. now im suspecting that my bf is looking for another "love" n i have a fear that im losing him. everytime ive brought this up to him in that last few days he laughed n said ur the only gf in my life. i told him i missed him we live a lil over 100 miles away from each other he didnt say anything. in the early days he would always tell me he missed me too. so im thinking this may b pretty much over which is kinda killing me!! but in the back of my mind im thinking i got this really good friend that is falling in love with me. that could b a good thing. if i follow my heart im crushed if i follow my head i feel like im settling for something that is just security. HELP IDK WTF TO DO!!!!!