BUYERS UNITED, INC.

          Option for the Purchase of ________________
                     Shares of Common Stock
                       Par Value $0.0001

                     STOCK OPTION AGREEMENT

THE  HOLDER  OF  THIS OPTION, BY ACCEPTANCE HEREOF, BOTH WITH  RESPECT  TO  THE
OPTION  AND  COMMON  STOCK ISSUABLE UPON CONVERSION OF THE OPTION,  AGREES  AND
ACKNOWLEDGES THAT THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT  BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"),  OR  UNDER
THE  SECURITIES  LAWS OF ANY STATE.  THESE SECURITIES HAVE  BEEN  ACQUIRED  FOR
INVESTMENT  AND MAY NOT BE TRANSFERRED OR SOLD IN THE ABSENCE OF  AN  EFFECTIVE
REGISTRATION  STATEMENT OR OTHER COMPLIANCE UNDER THE ACT OR THE  LAWS  OF  THE
APPLICABLE  STATE OR A "NO ACTION" OR INTERPRETIVE LETTER FROM  THE  SECURITIES
AND EXCHANGE COMMISSION OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE
ISSUER, AND ITS COUNSEL, TO THE EFFECT THAT THE SALE OR TRANSFER IS EXEMPT FROM
REGISTRATION UNDER THE ACT AND SUCH STATE STATUTES.

         This     is     to     certify    that,    for     value     received,
_______________________________ (the "Optionee") is entitled to  purchase  from
BUYERS  UNITED,  INC. (the "Company"), on the terms and conditions  hereinafter
set  forth,  all  or  any  part of ___________________________  shares  of  the
Company's common stock, par value $0.0001 (the "Common Stock"), at the purchase
price  of  $________  per share.  By acceptance of this option  agreement,  the
Optionee agrees to be bound by the terms and conditions hereof.

      Upon  exercise of this option in whole or in part, a certificate for  the
Common  Stock so purchased shall be issued and delivered to the Optionee,  upon
presentation and surrender to the Company of the duly executed form of purchase
attached  hereto  accompanied by payment of the purchase price  of  each  share
purchased either in cash or by certified or bank cashier's check payable to the
order of the Company.  If less than the total option is exercised, a new option
of similar tenor shall be issued for the unexercised portion of the option.  As
soon  as practicable after any proper exercise of an option, the Company  shall
deliver to the Optionee at the main office of the Company, or such other  place
as shall be mutually acceptable, a certificate or certificates representing the
shares of Common Stock as to which the option has been exercised.  The time  of
issuance  and delivery of the Common Stock may be postponed by the Company  for
such  period  as  may  comply with any applicable listing requirements  of  any
national  or regional securities exchange and any law or regulation  applicable
to the issuance and delivery of such shares.

      This  option  is  granted  subject to the  following  further  terms  and
conditions:

     1.   This option shall vest __________________________________, and may be
exercised, in whole or in part, at any time on or before 5:00 p.m.,  Salt  Lake
City time on ________________________.

      (a)   In  the  event of any of the following transactions  to  which  the
Company is a party (a "Corporate Transaction"):

             (1)   Any  "person",  as such term is used in Sections  13(d)  and
   14(d)  of the Securities Exchange Act of 1934, as amended ("Exchange  Act"),
   (other  than  the  Company, a majority-owned subsidiary of the  Company,  an
   affiliate  of  the  Company within the meaning of the  Exchange  Act,  or  a
   Company employee benefit plan, including any trustee of such plan acting  as
   trustee),  is  or becomes the "beneficial owner" (as defined in  Rule  13d-3
   under  the  Exchange  Act), directly or indirectly,  of  securities  of  the
   Company  (or  a successor to the Company) representing 50% or  more  of  the
   combined  voting power of the then outstanding securities of the Company  or
   such successor;

             (2)   At any time that the Company has shares registered under the
   Exchange Act at least 50% of the directors of the Company constitute persons
   who  were  not at the time of their first election to the board of directors
   of the Company, candidates proposed by a majority of such board of directors
   in office prior to the time of such first election; or

             (3)   (A)  the dissolution of the Company or liquidation  of  more
   than  50% in value of the Company or a sale of assets involving 50% or  more
   in  value of the assets of the Company, (B) any merger or reorganization  of
   the Company whether or not another entity is the survivor, pursuant to which
   the  holders,  as  a group, of all of the shares of the Company  outstanding
   prior  to  the  transaction hold, as a group, less than 50% of the  combined
   voting  power of the Company or any successor company outstanding after  the
   transaction,  (C)  a  transaction or related set of transactions  (including
   without limitation a merger or tender offer together with a related purchase
   of  shares  by  the  tender offeror in the market)  pursuant  to  which  the
   holders,  as a group, of all of the shares of the Company outstanding  prior
   to  the  transaction hold, as a group, less than 50% of the combined  voting
   power  of  the  Company  or  any  successor company  outstanding  after  the
   transaction,  or  (D) any other event which the Company determines,  in  its
   discretion,  would  materially alter the structure of  the  Company  or  its
   ownership.

then  this  option,  to the extent outstanding at such time but  not  otherwise
exercisable,  shall automatically accelerate so that such option  shall,  three
days  immediately  prior  to the specified effective  date  for  the  Corporate
Transaction,  become fully exercisable for all the Option Shares  at  the  time
subject  to  such  option and may be exercised for all or any portion  of  such
shares.   No such acceleration of this option, however, shall occur if  and  to
the  extent:  (x) this option is, in connection with the Corporate Transaction,
either to be assumed by the successor corporation or parent thereof or replaced
with  a  comparable  option  (y) this option is to  be  replaced  with  a  cash
incentive  program  of  the successor corporation which  preserves  the  option
spread  existing at the time of the Corporate Transaction (the  excess  of  the
Fair  Market Value of the Option Shares at the time subject to this option over
the  aggregate  Exercise  Price  payable for  such  shares)  and  provides  for
subsequent  pay-out in accordance with the same vesting schedule in effect  for
the  option  pursuant to the option exercise schedule set  forth  herein.   The
determination  of option comparability under clause (x) shall be  made  by  the
Company,  and  such determination shall be final, binding and conclusive.   For
purposes  of this option agreement, the Fair Market Value per share  of  Common
Stock on any relevant date shall be determined in accordance with the following
provisions:

              (i)   If  the principal market for the Common Stock is a national
   securities exchange or the Nasdaq stock market, then the "Fair Market Value"
   as  of that date shall be the mean between the lowest and highest sale price
   of  the  stock on that date on the principal exchange on which the stock  is
   then listed or admitted for trading.

              (ii)  If sale prices are not available or if the principal market
   for the Common Stock is not a national securities exchange and the stock  is
   not  quoted on the Nasdaq stock market, then the "Fair Market Value"  as  of
   that  date  shall  be the average between the highest bid and  lowest  asked
   prices for the Common Stock reported on the Nasdaq OTC Bulletin Board or  by
   the National Quotation Bureau or a comparable service.

              (iii)      If  the day is not a business day, and  as  a  result,
   subparagraphs  (i)  and  (ii) next above are inapplicable,  then  the  "Fair
   Market Value" shall be determined as of the last preceding business day.  If
   subparagraphs (i) and (ii) next above are otherwise inapplicable,  then  the
   "Fair  Market Value" of the Common Stock as of that date shall be determined
   in good faith by the Committee.

      (b)  This option, to the extent not previously exercised, shall terminate
at  5:00  p.m.,  Salt  Lake City time on the effective date  of  the  Corporate
Transaction and cease to remain outstanding unless it is expressly  assumed  by
the successor corporation or parent thereof as provided herein.

      (c)   This option agreement shall not in any way affect the right of  the
Company  to  adjust, reclassify, reorganize or otherwise make  changes  in  its
capital or business structure or to merge, consolidate, dissolve, liquidate  or
sell or transfer all or any part of its business or assets.

     2.   The Optionee acknowledges that the shares subject to this option have
not  and will not be registered as of the date of exercise of this option under
the  Act  or the securities laws of any state.  The Optionee acknowledges  that
this  option  and the shares issuable on exercise of the option,  when  and  if
issued,  are  and  will  be "restricted securities"  as  defined  in  Rule  144
promulgated  by  the  Securities  and Exchange  Commission  and  must  be  held
indefinitely  unless  subsequently registered  under  the  Act  and  any  other
applicable state registration requirements.  The Company is under no obligation
to  register  the securities under the Act or under applicable state  statutes.
In  the  absence  of  such  a  registration  or  an  available  exemption  from
registration, sale of the shares may be practicably impossible.   The  Optionee
shall  confirm to the Company the representations set forth above in connection
with the exercise of all or any portion of this option.

      3.    The  Company, during the term of this Agreement, will use its  best
efforts  to  seek  to  obtain  from  the appropriate  regulatory  agencies  any
requisite authorization in order to issue and sell such number of shares of its
Common  Stock  as  shall  be  sufficient to satisfy  the  requirements  of  the
Agreement.   The  inability of the Company to obtain from any  such  regulatory
agency  having  jurisdiction thereof the authorization deemed by the  Company's
counsel  to  be necessary to the lawful issuance and sale of any share  of  its
stock  hereunder shall relieve the Company of any liability in respect  of  the
non-issuance  or  sale  of such stock as to which such requisite  authorization
shall  not have been obtained.  In the event that such stock cannot be  issued,
the Company will renegotiate this option agreement with the Optionee.

     4.   The number of shares of Common Stock purchasable upon the exercise of
this  option  and the purchase price per share shall be subject  to  adjustment
from time to time subject to the following terms. If the outstanding shares  of
Common Stock of the Company are increased, decreased, changed into or exchanged
for a different number or kind of shares of the Company through reorganization,
recapitalization,  reclassification, stock dividend,  stock  split  or  reverse
stock  split,  the  Company  or  its  successors  and  assigns  shall  make  an
appropriate  and proportionate adjustment in the number or kind of shares,  and
the  per-share option price thereof, which may be issued to the Optionee  under
this  option  agreement  upon exercise of the options granted  hereunder.   The
purchase  rights  represented  by this option shall  not  be  exercisable  with
respect  to  a fraction of a share of Common Stock.  Any fractional  shares  of
Common  Stock  arising from the dilution or other adjustment in the  number  of
shares  subject  to this option shall be eliminated from this option,  and  the
Optionee shall have no purchase rights with respect to said fractional shares.

      5.    The  Company  covenants and agrees that all  shares  which  may  be
delivered  upon the exercise of this option will, upon delivery, be  free  from
all  taxes, liens, and charges with respect to the purchase thereof, except for
income  taxes.  As a condition to the obligation of the Company  to  issue  any
Common  Stock to the Optionee on exercise of this option, Optionee  shall  make
appropriate arrangements with the Company or any subsidiary employing  Optionee
for  the satisfaction of all Federal, state or local income and employment  tax
withholding requirements applicable to the exercise of this option.

      6.    The  Company  agrees at all times to reserve or  hold  available  a
sufficient  number  of  shares of Common Stock to cover the  number  of  shares
issuable  upon  the exercise of this and all other options of like  tenor  then
outstanding.

      7.   This option shall not entitle the holder hereof to any voting rights
or  other  rights  as  a shareholder of the Company, or  to  any  other  rights
whatsoever,  except  the rights herein expressed, and  no  dividends  shall  be
payable or accrue in respect of this option or the interest represented  hereby
or  the  shares purchasable hereunder until or unless, and except to the extent
that,  this  option  shall  be  exercised.   Furthermore,  notwithstanding  the
exercise  of  the option, no right to vote or receive dividends  or  any  other
rights  as a stockholder shall exist with respect to optioned shares until  the
Company  issues  the  stock certificate.  No adjustment  will  be  made  for  a
dividend  or  other rights for which the record date is prior to the  date  the
stock certificate is issued.

      8.    The  holder of this option, by acceptance hereof, acknowledges  and
agrees  that this option is not transferable by the Optionee except by will  or
the  laws  of  descent or distribution.  The Company may  deem  and  treat  the
registered  owner of this option as the absolute owner hereof for all  purposes
and shall not be affected by any notice to the contrary.

      9.   In the event that any provision of this option agreement is found to
be invalid or otherwise unenforceable under any applicable law, such invalidity
or  unenforceability shall not be construed as rendering any  other  provisions
contained herein invalid or unenforceable, and all such other provisions  shall
be  given  full  force and effect to the same extent as though the  invalid  or
unenforceable provision were not contained herein.

      10.   This  option  agreement  shall be  governed  by  and  construed  in
accordance with the internal laws of the state of Delaware, without  regard  to
the principles of conflicts of law thereof.

      11.  Except as otherwise provided herein, this option agreement shall  be
binding  on and inure to the benefit of the Company and the person to  whom  an
Option   is   granted   hereunder,   and  such   person's   heirs,   executors,
administrators, legatees, personal representatives, assignees, and transferees.

      IN WITNESS WHEREOF, the Company has caused this option to be executed  by
the  signature  of  its duly authorized officer, effective this  _____  day  of
_______________________________, __________.

                                   BUYERS UNITED, INC.


                                   By____________________________________
                                       Duly Authorized Officer

                        FORM OF PURCHASE
          (to be signed only upon exercise of Option)

TO:  BUYERS UNITED, INC.

      The Optionee, holder of the attached option, hereby irrevocably elects to
exercise  the  purchase rights represented by the option for, and  to  purchase
thereunder,   ________________________________  shares  of  common   stock   of
BuyersOnline.com, Inc., and herewith makes payment therefor, and requests  that
the certificate(s) for such shares be delivered to the Optionee at:


______________________________________________________________________________


______________________________________________________________________________


______________________________________________________________________________

      The Optionee represents that the common stock is being acquired without a
view  to,  or  for, resale in connection with any distribution thereof  without
registration or other compliance under the Securities Act of 1933,  as  amended
(the "Act"), and applicable state statutes, and that the Optionee has no direct
or  indirect  participation in any such undertaking or in the  underwriting  of
such  an  undertaking.  The Optionee understands that the common stock has  not
been  registered, but is being acquired by reason of a specific exemption under
the  Act as well as under certain state statutes for transactions by an  issuer
not  involving any public offering and that any disposition of the common stock
may,  under certain circumstances, be inconsistent with these exemptions.   The
Optionee  acknowledges that the common stock must be held and may not be  sold,
transferred, or otherwise disposed of for value unless subsequently  registered
under the Act or an exemption from such registration is available.  The Company
is  under  no  obligation  to register the common stock  under  the  Act.   The
certificates  representing  the common stock will  bear  a  legend  restricting
transfer,  except  in compliance with applicable federal and  state  securities
statutes.

      The Optionee agrees and acknowledges that this purported exercise of  the
option  is conditioned on, and subject to, any compliance with requirements  of
applicable federal and state securities laws deemed necessary by the Company.

     DATED this ________ day of ________________________________, __________.



                                   _______________________________________
                                   Signature