Exhibit No. 10.11
Form 10-KSB
Buyers United, Inc.
File No. 0-26917



                             MANAGEMENT AGREEMENT

     This Management Agreement (this "Agreement") is made and entered into as
of December 6, 2002, by and among I-Link Communications, Inc., a Delaware
corporation (the "Seller"), and Buyers United, Inc., a Delaware corporation
(the "Purchaser").

                                   RECITALS

     WHEREAS, pursuant to an Asset Purchase Agreement dated the date hereof
(the "Asset Purchase Agreement"), the Seller has agreed to sell to the
Purchaser, and the Purchaser has agreed to purchaser from the Seller, the
assets used by the Seller in its business of providing telecommunications and
enhanced services, including I-Link One Number service, wholesale and retail
distribution of real-time Internet Protocol communications network service and
applications (the "Business");

     WHEREAS, the Acquired Assets (as that term is defined in the Asset
Purchase Agreement) pertaining to the Business will be transferred from Seller
to Purchaser at the Closing (as defined in the Asset Purchase Agreement),
which will not occur until after the receipt of certain approvals and consents
of governmental authorities; and

     WHEREAS, the Purchaser desires to provide management services with
respect to the Acquired Assets and the Business related to the Acquired
Assets, including continued service to the customers of the Seller, pending
receipt of all regulatory approvals (the "Regulatory Approvals");

     NOW, THEREFORE, in consideration of the above recitals and mutual
promises and covenants contained herein, the parties, intending to be legally
bound, agree as follows:

                                   ARTICLE I
                                  DEFINITIONS

          Any term capitalized herein and not otherwise defined shall have the
meaning assigned to it in the Asset Purchase Agreement.

                                  ARTICLE II
                     APPOINTMENT AND TERM OF THE AGREEMENT

          Section 2.1    Appointment.  The Seller hereby grants to the
Purchaser on the terms and conditions set forth herein, the right to manage
the Business related to the Acquired Assets, including, without limitation,
the right to have access to and use of the Acquired Assets during the Term (as
defined below).

          Section 2.2    Term.  The term of this Agreement (the "Term") shall
commence on the Effective Date (as defined in the Asset Purchase Agreement)
and shall expire with respect to any Acquired Assets upon the earlier of (a)
the Closing Date (as defined in the Asset Purchase Agreement) and (b) such
time as the Purchaser in its sole discretion may determine to terminate this
Agreement; provided, that the Purchaser may not terminate this Agreement prior
to May 31, 2003.

                                  ARTICLE III
                          MANAGEMENT OF THE BUSINESS

          Section 3.1    Management.  During the Term, the Purchaser shall
have the right to manage the Business related to the Acquired Assets,
including, without limitation, the following:

          (a)  The Purchaser shall administer all agreements and contracts
with customers and vendors, it being expressly agreed and understood, however,
that the Purchaser shall not, and shall not have the power or authorization,
to enter into any new agreements, contracts or commitments in the name of the
Seller;

          (b)  The Purchaser shall be responsible for customer service, at its
expense; and

          (c)  The Purchaser shall arrange for customer billing, at its
expense, and shall be responsible for the collection of all accounts
receivable of the Business related to the Acquired Assets with respect to
periods prior to and after the Effective Date.

Notwithstanding the foregoing, the parties agree that the Seller retains the
right and ability to direct the day-to-day control of the Business related to
the Acquired Assets and that material documents, checks, budgets, non-
recurring expenses and major agreements will be subject to the Seller's
review.  The Purchaser hereby agrees to report regularly to the Seller's chief
executive officer or other designee of the Seller the status of the operations
of the Business related to the Acquired Assets.

          Section 3.2    Billing, Collections and Payments.

          (a)  Commencing on the Effective Date, the Purchaser shall assume
responsibility for billing customers of the Business for services rendered
during the Term, including bills related to services rendered, but unbilled,
prior to the Effective Date.  In this connection, the Purchaser shall issue
invoices on behalf of the Seller in accordance with the Seller's existing
billing policies to Seller's customers and instruct such customers to make
payment to and in the name of a segregated bank account established by
Purchaser for collecting all payments from Seller's customers and Seller shall
instruct all banking institutions at which it maintains accounts to direct any
customer payments on billings issued by the Purchaser to the segregated bank
account established by Purchaser.

          (b)  The Purchaser also hereby agrees to pay all newly-accruing
actual costs and expenses of the ongoing operations of the Business related to
the Acquired Assets arising after the Effective Date and during the Term.  The
parties expressly agree that the Seller shall continue to be responsible for
the payment of the costs and expenses of the Business, including the Business
related to the Acquired Assets, arising on or prior to the Effective Date.

          (c)   The Purchaser agrees to collect, on behalf of the Seller,  all
accounts  receivable related to the Business outstanding as of  the  Effective
Date  and  all  accounts  receivable arising from the bills  rendered  by  the
Purchaser pursuant to the terms of this Agreement (collectively, the "Accounts
Receivable").  On or before the fifth day of January 2003, and  on  or  before
the  fifth  day of each month thereafter during the Term, the Purchaser  shall
furnish  the  Seller with a detailed statement of all revenues  received  from
Seller's  accounts  receivable during the prior month  (the  "Monthly  Interim
Revenues"),  together with a detailed statement of all the  Purchaser's  Costs
(as  that  term  is defined below) paid by Purchaser for the  provisioning  of
service  to  Seller's customers.  The detailed statements  described  in  this
Section 3.2(c) shall be accompanied by payment by Purchaser to the Seller,  in
a  bank  account designated by the Seller, of an amount equal to  the  Monthly
Interim  Revenues  less  the  sum of (a) the Purchaser's  Costs  and  (b)  the
Management  Fee  described below; provided, however, that the Purchaser  shall
remit,  without  any  set-off or deduction for the Purchaser's  Costs  or  the
Management  Fee  amounts collected by the Purchaser with respect  to  Seller's
accounts  receivable attributable to services rendered  on  or  prior  to  the
Effective  Date.   For the purposes of this Agreement, the  term  "Purchaser's
Costs"  shall mean actual costs and expenses of the ongoing operations of  the
Business related to the Acquired Assets paid in the relevant month, commencing
on the day immediately following the Effective Date.

     Section   3.3      Management  Fee.   In  consideration  for  Purchaser's
management  of  the Business related to the Acquired Assets pursuant  to  this
Agreement, the Purchaser shall receive a monthly management fee equal  to  ten
percent  (10%)  of  the  Monthly  Interim  Revenues  (the  "Management  Fee");
provided,  that the Monthly Interim Revenues for the applicable  month  exceed
the  sum of (a) the Purchaser's Costs and (b) the Management Fee.  In no event
shall  the  Seller  be  liable  for the payment of  the  Management  Fee,  and
Purchaser  may  not  withhold an amount equal to the monthly  Management  Fee,
should  the  Monthly  Interim  Revenues be  less  than  the  sum  of  (a)  the
Purchaser's Costs and (b) the Management Fee.

          Section 3.4    Compliance with Applicable Laws and Regulations.  The
Seller and the Purchaser desire that this Agreement and the obligations
performed hereunder be in full compliance with (i) all applicable rules,
regulations and policies of the FCC; (ii) the Communications Act of 1934, as
amended (the "Act"), 47 U.S.C.  151, et seq., and (iii) any other applicable
federal, state and local law or regulation.  If the FCC or any state body of
competent jurisdiction determines that any provision of this Agreement
violates any applicable rules, regulations, or policies, both Parties shall
make reasonable efforts to immediately bring this Agreement into compliance,
consistent with the terms of this Agreement.  In addition to the foregoing,
the Purchaser acknowledges and agrees that the Seller has certain rights and
obligations pursuant to its state regulatory licenses with respect to the use
of the various operations authorized there under, which includes compliance
with the rules, regulations, and policies of the state regulatory commissions.
As a result, the Purchaser's management of the Business related to the
Acquired Assets is not intended to diminish or restrict the Seller's
compliance with its obligations before the state regulatory commissions, and
this Agreement shall not be construed to interfere with the Seller's ability
to comply with the rules, regulations or directives of any governmental or
jurisdictional authority with respect to its state regulatory licenses.

          Section  3.5     Ongoing Rights and Obligations of the Seller.   The
Purchaser  acknowledges  and agrees that the Seller  has  certain  rights  and
obligations pursuant to its state regulatory licenses with respect to the  use
of  the  various  operations authorized there under, which include  compliance
with the rules, regulations, and policies of the state regulatory commissions.
As  a  result,  the  Purchaser's management of the  Business  related  to  the
Acquired  Assets  is  not  intended  to  diminish  or  restrict  the  Seller's
compliance  with  its  obligations before any Governmental  Entity,  and  this
Agreement  shall  not be construed to interfere with the Seller's  ability  to
comply with the rules, regulations or directives of any Governmental Entity.

          Section  3.6     Access.  Purchaser shall grant to  Seller  and  its
representatives  (which  term  shall  be deemed  to  include  its  independent
accountants and counsel) reasonable access during normal business hours,  upon
reasonable  notice and in such manner as will not unreasonably interfere  with
the  business  activities of the Purchaser, to all of the  properties,  books,
records, operating instructions and procedures, and all other information with
respect to the Business related to the Acquired Assets as the Seller may  from
time  to time reasonably request in order to ensure compliance in all material
respects with applicable federal and state rules and regulations and with this
Agreement.

          Section 3.7    Service to Customers.  During the Term, the Purchaser
shall be responsible for providing a minimum level of care to Seller's
customers of the Business related to the Acquired Assets and shall provide
services in compliance with the Seller's existing tariffs and service
contracts, and all applicable law, including, without limitation, tariffs in
effect from time to time.  The Purchaser shall perform the management of the
Business related to the Acquired Assets during the Term in a professional
manner and in accordance with applicable professional or industry standards.
Notwithstanding any thing to the contrary contained herein or in the Asset
Purchase Agreement, the Purchaser shall have no obligation hereunder to
maintain service to any customer if the termination of such service is the
consequence of actions by a third party which is not the result of a breach by
the Purchaser of its obligations hereunder.

          Section 3.8    Use of Tradenames.  The Purchaser shall be entitled
to use the brand name and other trademarks of the Seller in its management of
the Business related to the Acquired Assets then being managed by the
Purchaser hereunder during the Term.

                                  ARTICLE IV
                           OBLIGATION TO RENEGOTIATE

          In the event of any order or decree of an administrative agency or
court of competent jurisdiction that would cause this Agreement to be invalid
or violate any applicable law, and such order or decree has become effective
and has not yet been stayed, the parties will use their respective best
efforts and negotiate in good faith to modify this agreement to the minimum
extent necessary so as to comply with such order or decree without material
economic detriment to either party and this Agreement, as so modified, shall
then continue in full force and effect.

                                   ARTICLE V
                                INDEMNIFICATION

          Section 5.1.   Indemnification by the Purchaser.  Subject to the
other provisions of this ARTICLE V, from and after the date hereof the
Purchaser shall indemnify and hold the Seller, its affiliates, officers,
directors, shareholders, employees, trustees, attorneys and representatives
and each Person who controls the Purchaser within the meaning of the
Securities Exchange Act of 1934, harmless from and against any and all losses,
costs, expenses, liabilities, or legal damages (including reasonable fees and
disbursements of counsel) (collectively, "Losses") suffered by such persons
arising out of or resulting from the failure of the Purchaser to perform any
covenant, undertaking, agreement or other obligation of the Purchaser
contained in this Agreement.

          Section 5.2    Procedure.  Each party entitled to be indemnified
pursuant to Section 5.1 (an "Indemnitee") shall notify the Purchaser in
writing of any action against such Indemnitee in respect of which the
Purchaser is or may be obligated to provide indemnification pursuant to
Section 5.1 promptly after the receipt of notice of the commencement thereof.
The omission of an Indemnitee so to notify the Purchaser of any such action
shall not relieve the Purchaser from any liability which the Purchaser may
have to such Indemnitee, except to the extent the Purchaser shall have been
materially prejudiced by the omission of such Indemnitee so to notify the
Purchaser pursuant to this Section 5.2.  In case any such action shall be
brought against any Indemnitee and it shall notify the Purchaser of the
commencement thereof, the Purchaser shall be entitled to participate therein
and, to the extent that the Purchaser may wish, to assume the defense thereof,
with counsel reasonably satisfactory to such Indemnitee, and after notice from
the Purchaser to such Indemnitee of its election so to assume the defense
thereof, the Purchaser will not be liable to such Indemnitee Party under
Section 5.1 for any legal or other expense subsequently incurred by such
Indemnitee in connection with the defense thereof nor for any settlement
thereof entered into by such Indemnitee without the consent of the Purchaser;
provided, however, that (i) if the Purchaser shall elect not to assume the
defense of such claim or action or (ii) if the Indemnitee reasonably
determines (1) that there may be a conflict between the positions of the
Purchaser and of the Indemnitee in defending such claim or action or (2) that
there may be legal defenses available to such Indemnitee different from or in
addition to those available to the Purchaser, then separate counsel for the
Indemnitee shall be entitled to participate in and conduct the defense, in the
case of clause (i) above, or such different defenses, in the case of clause
(ii) above, and the Purchaser shall be liable for any reasonable legal or
other expenses incurred by the Indemnitee in connection with the defense;
provided, however, that an Purchaser shall not be liable for the fees or
expenses of more than one counsel to the Indemnitees in connection with any
one action or related actions in respect of which indemnification is sought
hereunder.  The Purchaser shall not settle or compromise any action without
the prior written consent of the Indemnitee, unless (x) such settlement does
not impose any restrictions or limitations on the assets or operations of the
business of such Indemnitee, (y) all relief provided is paid or satisfied in
full by the Purchaser or an affiliate thereof, and (z) there is no finding or
admission of any violation of law or the rights of any Person other than the
claiming party by any Indemnitee.

                                  ARTICLE VI
                                 MISCELLANEOUS

          Section 6.1    Amendment and Modification.  This Agreement may be
amended, modified or supplemented only by written agreement of the Seller and
the Purchaser.

          Section 6.2    Waiver of Compliance; Consents.  Except as otherwise
provided in this agreement, any failure of any of the parties to comply with
any obligation, covenant or condition herein may be waived by the party
entitled to the benefits thereof only by a written instrument signed by the
party granting such waiver, but such waiver or failure to insist upon strict
compliance with such obligation, covenant, or condition shall not operate as a
waiver of or estoppel with respect to any subsequent or other failure.

          Section 6.3    Notices.  Any notice, request, demand or other
communication required or permitted under this Agreement shall be in writing
and shall be delivered personally or sent by certified mail, return receipt
requested, postage prepaid, or sent by prepaid overnight courier to the
parties at the addresses set forth below their names below (or at such other
addresses as shall be specified by the parties by like notice).

          (a)  If to the Seller, to:

               I-Link Communications, Inc.
               13751 S. Wadsworth Park Drive
               Suite 200
               Draper, Utah 84020
               Attention: General Counsel

          (b)  if to the Purchaser, to:

               Buyers United, Inc.
               14870 Pony Express Road
               Bluffdale, Utah 84065
               Attention: Paul Jarman, Executive Vice President

               with a copy to:

               Cohne, Rappaport & Segal, P.C.
               525 East 100 South, 5th Floor
               Salt Lake City, Utah 84102
               Attention: Mark E. Lehman, Esq.

     Such notices, requests, demands, and other communications shall be deemed
given:

          (a)  in the case of personal delivery, when actually received,

          (b)   in  the  case of delivery by overnight service with guaranteed
     next day delivery, the next day or the day designated for delivery, or

          (c)   in the case of certified mail, five days after deposit in  the
     mails.

          Section  6.4     Power  of Attorney.  The Seller hereby  irrevocably
makes,  constitutes, and appoints the Purchaser (and any  of  the  Purchaser's
officers,  employees, or agents designated by the Purchaser) as  the  Seller's
true and lawful attorney, with power to (a) to sign the name of the Seller  on
any  invoice  or  notices to customers, (b) send requests for verification  of
accounts  receivable,  (c) endorse the Seller's name  on  any  checks,  notes,
instruments,  and  other items of payment that may come into  the  Purchaser's
possession  and (d) settle and adjust disputes and claims respecting  accounts
payable directly with customers, for amounts and upon terms that the Purchaser
determines  to be reasonable, and the Purchaser may cause to be  executed  and
delivered  any  documents  and releases that the Purchaser  determines  to  be
necessary.   The  appointment of the Purchaser as the Seller's  attorney,  and
each  and  every one of its rights and powers, being coupled with an interest,
is irrevocable during the Term of this agreement.

          Section 6.5    Assignment.  This Agreement and all of the provisions
hereof shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and permitted assigns, but neither this
Agreement nor any of the rights, interests or obligations hereunder shall be
assigned by any party hereto, including by operation of law, without the prior
written consent of the other party.  Any assignment of this Agreement or any
of the rights, interests or obligations hereunder in contravention of this
Section 6.5 shall be null and void and shall not bind or be recognized by
either the Seller or the Purchaser.

          Section 6.6    Third-Party Beneficiaries; Limitation of Liability.
Nothing in this Agreement shall be construed as giving any person other than
the parties hereto any legal or equitable right, remedy or claim under or with
respect to this Agreement.

          Section 6.7    Severability.  If any term or other provision of this
Agreement is invalid, illegal or incapable of being enforced by any rule of
law or public policy, all other terms, conditions and provisions of this
Agreement shall nevertheless remain in full force and effect so long as the
economic or legal substance of the transactions contemplated hereby is not
affected in any manner materially adverse to any party.  Upon such
determination that any term or other provision is invalid, illegal or
incapable of being enforced, the parties hereto shall negotiate in good faith
to modify this Agreement so as to effect the original intent of the parties as
closely as possible in a mutually acceptable manner in order that the
transactions contemplated hereby be consummated as originally contemplated to
the fullest extent possible.

          Section 6.8    Governing Law.  This agreement shall be governed by
and construed in accordance with the laws of the State of Utah (regardless of
the laws that might otherwise govern under applicable Utah principles of
conflicts of law) as to all matters, including but not limited to matters of
validity, construction, effect, performance and remedies.

          Section 6.9    Counterparts.  This Agreement may be executed and
delivered (including by facsimile transmission) in one or more counterparts,
and by the different parties hereto in separate counterparts, each of which,
when executed and delivered, shall be deemed to be an original but all of
which taken together shall constitute one and the same agreement.

          Section 6.10   Entire Agreement.  This Agreement and the Asset
Purchase Agreement (including the Exhibits and Schedules) constitute the
entire agreement among the parties with respect to the subject matter hereof
and supersede all prior agreements and understandings among the parties with
respect thereto.

          Section 6.11   Headings.  The descriptive headings contained in this
Agreement are included for convenience of reference only and shall not affect
in any way the meaning or interpretation of this agreement.

          Section 6.12   No Partnership or Joint Venture Created.  Nothing in
this Agreement shall be construed or interpreted to make the Purchaser and the
Seller partners or joint venturers, or to make one an agent or representative
of the other, or to afford any rights to any third party other than as
expressly provided herein.  Neither the Purchaser nor the Seller is authorized
to bind the other to any contract, agreement or understanding.

          IN WITNESS WHEREOF, the parties hereto have executed this Management
Agreement on the day and year first written above.


                              I-LINK COMMUNICATIONS INC.


                              By:_________________________________
                                   Name:  Gary J. Wasserson
                              Title:  Director


                              BUYERS UNITED, INC.


                              By:_________________________________
                              Name:  Theodore Stern
                              Title:  Chief Executive Officer