Exhibit No. 10.13
Form 10-KSB
Buyers United, Inc.
File No. 0-26917

                           ASSET PURCHASE AGREEMENT

                                    Between

                              BUYERS UNITED INC.

                                      And

                              TOUCH AMERICA, INC.





                            Dated December 20, 2002




                           ASSET PURCHASE AGREEMENT

     THIS  ASSET PURCHASE AGREEMENT is entered into as of December  20,  2002,
among Buyers United Inc., a Delaware corporation ("Buyer"), and Touch America,
Inc., a Montana corporation ("Seller").

                                R E C I T A L S

     WHEREAS, Seller desires to sell, and Buyer desires to buy, certain assets
in accordance with the terms and conditions of this Agreement.

                               A G R E E M E N T

     In consideration of the mutual promises contained herein and intending to
be legally bound the parties agree as follows:

                ARTICLE I.  DEFINITIONS/PURCHASE & SALE/CLOSING

1.1  DEFINITIONS.

     For  all  purposes  of  this  Agreement, except  as  otherwise  expressly
provided,  the terms defined in this Article I have the meanings  assigned  to
them  in  this  Article I and include the plural as well as the singular,  all
accounting terms not otherwise defined herein have the meanings assigned under
generally accepted accounting principles, all references in this Agreement  to
designated "Articles," "Sections" and other subdivisions are to the designated
Articles,  Sections  and  other subdivisions of the body  of  this  Agreement,
pronouns  of either gender or neuter shall include, as appropriate, the  other
pronoun  forms,  and  the words "herein," "hereof" and "hereunder"  and  other
words  of  similar import refer to this Agreement as a whole and  not  to  any
particular Article, Section or other subdivision.

     As  used  in  this  Agreement and the Exhibits  and  Schedules  delivered
pursuant  to this Agreement, the following definitions shall apply, except  as
otherwise expressly provided.

     "Accepting Employees" shall have the meaning set forth in Section 4.7.

     "Accounts Receivable" has the meaning set forth in Section 5.2(a).

     "Acquired Accounts Price" has the meaning set forth in Section 1.3.

     "Acquired Assets" means

          (a)   The  switched voice long distance customer accounts listed  on
     the Final Accounts List (the "Customer Accounts");

           (b)  All customer data associated with the Customer Accounts now in
     the  possession  of  Seller or hereafter comes  into  the  possession  of
     Seller,  including  all  associated letters  of  authorization,  customer
     service  records,  all  related computer tapes and/or  records,  accounts
     receivable  status  and  history reports, and all  customer  service  and
     provisioning history; and

          (c)   The  Carrier Identification Codes through which  the  Customer
     Accounts are serviced and billed.

     "Action"  means any action, complaint, petition, investigation,  suit  or
other  proceeding, whether civil or criminal, in law or in equity,  or  before
any arbitrator or Governmental Entity.

     "Affiliate"  means a Person that directly, or indirectly through  one  or
more intermediaries, controls, or is controlled by, or is under common control
with, a specified Person.

     "Agreement" means this Agreement by and among Buyer and Seller as amended
or   supplemented  together  with  all  Exhibits  and  Schedules  attached  or
incorporated by reference.

     "Approval"  means any approval, authorization, consent, qualification  or
registration, or any waiver of any of the foregoing, required to  be  obtained
from,  or  any notice, statement or other communication required to  be  filed
with or delivered to, any Governmental Entity or any other Person.

      "Assumed Liabilities" means the duties and obligations of Seller to  the
customers  serviced under the Customer Accounts arising under  the  contracts,
Permits, and Law that apply to the Customer Accounts.

      "Bill Cycle" means the monthly or other period adopted for accruing  the
value  of  goods  and  services sold to a customer at the  end  of  which  the
customer is billed.

     "Collections"  means actual cash receipts of Buyer during the  applicable
period received on billings on the Customer Accounts from products or services
provided by Buyer to customers serviced under the Customer Accounts.

     "CRS" is Cohne, Rappaport & Segal, P.C.

     "Cut-Off  Date"  means  with  respect to  any  representation,  warranty,
covenant  or  agreement contained in this Agreement, the date  on  which  such
representation, warranty, covenant or agreement ceases to survive as  provided
in Section 7.3.

     "Disclosure  Schedule"  means the record delivered  to  Buyer  by  Seller
herewith  and dated as of the date hereof, containing all lists, descriptions,
exceptions, and other information and materials as are required to be included
therein by Seller pursuant to this Agreement.

      "Effective Date" means the date on which each of the items specified  in
Section 1.4 have been delivered as provided therein.

     "Encumbrance"  means  any  claim, charge, easement,  encumbrance,  lease,
covenant,  security  interest,  lien, option, pledge,  rights  of  others,  or
restriction whether imposed by agreement, law, or equity.

     "Final  Accounts List" means the customer accounts list dated as  of  the
date  of this Agreement identified as "Schedule I to Asset Purchase Agreement"
delivered by Seller to Buyer on the date hereof.

     "Final  Closing"  means  consummation of the purchase  and  sale  of  the
Acquired  Assets under this Agreement upon obtaining Approval by  the  Federal
Communications Commission, 80 percent of the state Governmental Agencies,  and
the  North American Numbering Plan Administrator for transfer of the  Acquired
Assets  from  Seller to Buyer; "Final Closing Date" is the date on  which  the
Federal  Communications  Commission, 80  percent  of  the  state  Governmental
Agencies,  and the North American Numbering Plan Administrator grant Approvals
for  transfer  of  the  Acquired Assets from Seller  to  Buyer;  and  "Interim
Closing"  means  any consummation of the purchase and sale of Acquired  Assets
under this Agreement upon obtaining, with respect to Customer Accounts in each
state,  Approval  by the Governmental Entity of such state  with  jurisdiction
over  switched  voice long distance service of the transfer  of  the  Customer
Accounts  in  such  state from Seller to Buyer and, with  respect  to  Carrier
Identification   Codes,  Approval  by  the  North  American   Numbering   Plan
Administrator for transfer of such codes from Seller to Buyer.

     "Governmental Entity" means any government or any agency, bureau,  board,
commission,  court, department, official, political subdivision,  tribunal  or
other  instrumentality  of any government, whether federal,  state  or  local,
domestic or foreign, including the Federal Communications Commission and state
public  utility  and  public  service  commissions,  and  any  industry  self-
regulatory  or  administrative agency, including the North American  Numbering
Plan Administrator.

     "Indemnifiable Claim" means any Loss for or against which  any  party  is
entitled  to  indemnification under this Agreement; "Indemnified Party"  means
the  party entitled to indemnity hereunder; and "Indemnifying Party" means the
party obligated to provide indemnification hereunder.

     "Knowledge" has the meaning set forth in Section 9.14.

     "Law"  means  any constitutional provision, statute or other  law,  rule,
regulation, or other pronouncement having the effect of law.

     "Loss"  means  any cost, damage, disbursement, expense, liability,  loss,
deficiency, diminution in value, penalty or settlement of any kind or  nature,
including  but  not  limited to, interest or other carrying costs,  penalties,
reasonable legal, accounting and other professional fees and expenses incurred
in  the  investigation,  collection, prosecution and  defense  of  claims  and
amounts  paid in settlement, that may be imposed on or otherwise  incurred  or
suffered by the specified person.

     "Management Agreement" is identified in Section 1.4.

      "Management  Date" is the first day of a Customer Account Billing  Cycle
with  respect to which Buyer first acquires the right to all revenue and costs
accrued  during  the Billing Cycle for the Customer Accounts in  that  Billing
Cycle.

     "Material  Adverse  Effect" means any effect  that  would  be  materially
adverse  to  ownership and use of the Acquired Assets taken as a whole  (other
than developments that are not unique to the Customer Accounts but also affect
other  Persons  who offer the same type of services offered  to  the  Customer
Accounts),  or the ability of any Party to consummate timely the  transactions
contemplated hereby.

     "Order" means any decree, injunction, judgment, order, ruling, assessment
or writ.

     "Party"  means a signatory to this Agreement and "Parties" means all  the
signatories to this Agreement.

     "Permit"  means  any  license, permit, franchise, consent,  registration,
certificate  of  authority and other approval (including, without  limitation,
those  relating to Federal Communications Commission and state public  service
commission certifications and Carrier Identification Codes issued by the North
American  Numbering  Plan  Administrator), or order,  or  any  waiver  of  the
foregoing, required to be issued by any Governmental Entity.

     "Person"  means  an  association,  a  corporation,  a  limited  liability
company,  an  individual,  a  partnership, a trust  or  any  other  entity  or
organization, including a Governmental Entity.

     "Tax"  means  any foreign, federal, state, county or local income,  sales
and  use,  excise,  franchise,  real and personal  property,  transfer,  gross
receipt,  capital  stock,  production, business  and  occupation,  disability,
employment,  payroll, severance or withholding tax or charge  imposed  by  any
Governmental  Entity, any interest and penalties (civil or  criminal)  related
thereto  or  to  the nonpayment thereof, and any Loss in connection  with  the
determination, settlement or litigation of any Tax liability.

     "Tax  Return" means a report, return or other information required to  be
supplied  to  a  Governmental Entity with respect to  Taxes  including,  where
permitted  or  required, combined or consolidated returns  for  any  group  of
entities that includes Seller.

     "Transition Services Agreement" is identified in Section 1.4.

1.2. PURCHASE AND SALE OF ASSETS.

     On  and subject to the terms and conditions of this Agreement, the  Buyer
agrees  to purchase from Seller, and Seller agrees to sell, transfer,  convey,
and  deliver to the Buyer, all of the Acquired Assets at the times and for the
consideration specified below in this Article I.

1.3. PURCHASE PRICE.

     Subject  to the terms and conditions of this Agreement, Buyer  agrees  to
pay  to  Seller  for all of the Acquired Assets an amount equal to  $6,750,000
("Acquired Accounts Price"), which is payable as follows:

          (a)   $3,000,000  in cash to Seller on the Effective  Date  by  wire
     transfer to a bank account designated by Seller; and

          (b)   an  amount equal to 7.2 percent of Collections payable monthly
     in  accordance  with  the procedure set forth in Section  5.3  until  the
     aggregate  amount paid under Sections 1.3(a) and (b) equals the  Acquired
     Accounts Price.

     Buyer covenants and agrees that from and after each Management Date Buyer
assumes  and  is  responsible for the Assumed Liabilities  pertaining  to  the
Customer Accounts that correlate to each Management Date to the fullest extent
permitted by Law.

1.4  DELIVERIES AND EFFECTIVE DATE.

     THE DATE THIS AGREEMENT IS SIGNED BY ALL PARTIES IS THE "EFFECTIVE DATE."
ON THE EFFECTIVE DATE, IMMEDIATELY FOLLOWING THE EXECUTION OF THIS AGREEMENT:

          (A)  THE SELLER SHALL DELIVER TO CRS THE GENERAL ASSIGNMENT AND BILL
     OF  SALE  IN  THE  FORM ATTACHED HERETO AS EXHIBIT A AND SUCH  ADDITIONAL
     INSTRUMENTS  OF  CONVEYANCE  AS BUYER MAY  REASONABLY  REQUEST  THAT  ARE
     NECESSARY TO VEST IN BUYER GOOD TITLE TO THE ACQUIRED ASSETS AS  OF  EACH
     MANAGEMENT  DATE,  SUBJECT ONLY TO OBTAINING APPROVALS FROM  GOVERNMENTAL
     ENTITIES AS PROVIDED HEREIN.

          (b)   The  Parties  shall  sign  and  deliver  to  one  another  the
     Transition  Services  Agreement in the form attached  as  Exhibit  B  and
     Management Agreement in the form attached as Exhibit C.

          (C)  THE SELLER SHALL DELIVER TO BUYER SCHEDULE I TO THIS AGREEMENT,
     WHICH IS CERTIFIED BY THE PRESIDENT OF THE SELLER TO (I) BE COMPLETE  AND
     ACCURATE  IN  ALL  MATERIAL RESPECTS, (II) REPRESENT GROSS  INVOICES  FOR
     SWITCHED  VOICE  LONG DISTANCE SERVICE TO THE CUSTOMER  ACCOUNTS  IN  THE
     AGGREGATE  AMOUNT OF NOT LESS THAN $3,280,000 FOR THE MONTH  OF  NOVEMBER
     2002,  AND  (III)  NOT CONTAIN ACCOUNTS THAT AVERAGED $5.00  OR  LESS  OF
     SERVICE BILLINGS OVER A THREE MONTH TERM PRIOR TO NOVEMBER 2002.

            (d)  The  Seller  shall  deliver to Buyer  a  certificate  of  its
     secretary certifying that resolutions of the board of directors of Seller
     attached to the certificate authorizing the transactions contemplated  by
     this  Agreement were duly adopted by the board of directors, the articles
     of incorporation and bylaws of the Seller attached to the certificate are
     complete and are the currently effective charter documents of Seller, and
     that Seller is in good standing under the laws of the state of Montana.

          (e)   Buyer  shall make the payment provided for in Section  1.3(a),
     above, which is due on the Effective Date.

1.5  Time and Place of Closings.

     Each  Interim Closing will occur automatically without any action by  the
Parties  on  the  date the applicable Approval of the Governmental  Entity  is
obtained.   The Final Closing will take place at the offices of  CRS  in  Salt
Lake City, Utah, commencing at 10:00 a.m. local time on the date specified for
the  Final  Closing, or on such other date as the Parties may mutually  agree.
At  the  Final Closing, CRS shall deliver to Buyer the items listed in Section
1.4(a).

             ARTICLE II.  REPRESENTATIONS AND WARRANTIES OF SELLER

     Seller represents, warrants and agrees as follows:

2.1  ORGANIZATION.

     Seller  is  a corporation duly organized, validly existing, and  in  good
standing under the laws of the state of Montana.

2.2  AUTHORIZATION OF TRANSACTION.

     Seller  has full power and authority (including full corporate power  and
authority)  to  execute  and  deliver  this  Agreement  and  to  perform   its
obligations hereunder.  The execution and delivery of this Agreement  and  the
performance  by  Seller and the consummation of the transactions  contemplated
hereunder have been duly authorized by the board of directors of Seller and no
other  corporate proceedings on the part of Seller are necessary to  authorize
this  Agreement  and  the  transactions  contemplated  hereunder.   Except  as
contemplated  by  Section 4.6, no consent of any Person not a  Party  to  this
Agreement  nor  consent of or filing with (including any waiting  period)  any
Governmental  Entity is required to be obtained or performed on  the  part  of
Seller to execute, deliver and perform its obligations hereunder, except where
the  failure to obtain any consent or make any filing would not reasonably  be
expected  to  have a Material Adverse Effect.  This Agreement constitutes  the
legally valid and binding obligation of Seller, enforceable against Seller  in
accordance  with its terms, except as such enforceability may  be  limited  by
bankruptcy, insolvency, reorganization, moratorium and other similar laws  and
equitable principles relating to or limiting creditor's rights generally.

2.3  NON-CONTRAVENTION.

     Except  as  described in Section 2.3 of the Disclosure Schedule,  neither
the  execution and the delivery of this Agreement, nor the consummation of the
transactions contemplated hereby (including performance by Seller),  will  (a)
violate  any  Law, Order, or other restriction of any Governmental  Entity  to
which Seller is subject or any provision of the charter or bylaws of Seller or
(b)  conflict with, result in a breach of, constitute a default under,  result
in  the  acceleration  of,  create  in any  party  the  right  to  accelerate,
terminate,  modify,  or  cancel, or require any notice  under  any  agreement,
contract, lease, license, instrument or other arrangement to which Seller is a
party  or  by  which it is bound or to which any of its assets is subject  (or
result  in the imposition of any Encumbrance upon any of its or their assets),
except   where   the  violation,  conflict,  breach,  default,   acceleration,
termination,   modification,  cancellation,  failure  to   give   notice,   or
Encumbrance  would  not  reasonably be expected to  have  a  Material  Adverse
Effect.   Except as contemplated by Section 4.6, Seller does not need to  give
any notice to, make any filing with, or obtain any authorization, consent,  or
approval of any Governmental Entity in order for the Parties to consummate the
transactions contemplated by this Agreement, except where the failure to  give
notice, to file, or to obtain any authorization, consent or approval would not
reasonably be expected to have a Material Adverse Effect.

2.4  Permits; Compliance with Law.

     Except  as  disclosed in Section 2.4 of the Disclosure  Schedule,  Seller
holds all Permits required for providing products and services to the Customer
Accounts  and  is operating in compliance therewith and all such  Permits  are
valid and in full force and effect, except where the failure to hold any  such
Permit   or   to  operate  in  compliance  therewith  or  the  invalidity   or
ineffectiveness  thereof would not reasonably be expected to have  a  Material
Adverse Effect, and, to the Knowledge of Seller no suspension, cancellation or
termination of such Permits has been threatened or is imminent, except for any
suspension, cancellation, or termination that would not reasonably be expected
to  have a Material Adverse Effect.  Seller has dealt with the customers under
the  Customer  Accounts and account debtors under the Accounts  Receivable  in
compliance  with  all  Laws applicable thereto, except where  the  failure  to
comply  with  such Laws would not reasonably be expected to  have  a  Material
Adverse Effect.

2.5  Litigation; Orders.

     Except  as set forth in Section 2.5 of the Disclosure Schedule, there  is
no  Order or Action pending or, to the Knowledge of Seller, threatened against
or  affecting Seller or any of its properties, which (individually or  in  the
aggregate) would reasonably be expected to have a Material Adverse Effect

2.6  Title to Assets.

     Seller  has  good  record and marketable fee title to  all  the  Acquired
Assets,  free  and  clear  of  all  Encumbrances,  except  for  the  following
Encumbrances,  none of which would reasonably be expected to have  a  Material
Adverse  Effect:  (a) the lien of current Taxes not yet due and  payable,  (b)
any  minor  imperfection of title, liens and easements, and (c) any  statutory
lien  arising  in  the ordinary course of business by operation  of  Law  with
respect to liability that is not yet due and payable.

2.7  NO BROKERS.

     Except  as  disclosed in Section 2.7 of the Disclosure Schedules,  Seller
has  no  liability or obligation to pay any fees or commissions to any broker,
finder,  agent,  commercial  banker  or other  Person  with  respect  to  this
Agreement or the transactions contemplated by this Agreement.

             ARTICLE III.  REPRESENTATIONS AND WARRANTIES OF BUYER

     Buyer represents, warrants and agrees as follows:

3.1  Organization.

     Buyer  is  a  corporation duly organized, validly existing  and  in  good
standing under the laws of the state of Delaware.

3.2  Authorization.

     Buyer  has  full power and authority (including full corporate power  and
authority)  to  execute  and  deliver  this  Agreement  and  to  perform   its
obligations  hereunder  and  the  transactions  contemplated  hereunder.   The
execution and delivery of this Agreement and the performance by Buyer and  the
consummation  of  the  transactions  contemplated  hereunder  have  been  duly
authorized  by  the  board  of  directors of  Buyer  and  no  other  corporate
proceedings on the part of Buyer are necessary to authorize this Agreement and
the  transactions contemplated hereunder.  Except as contemplated  by  Section
4.6, no consent of any Person not a Party to this Agreement nor consent of  or
filing with (including any waiting period) any Governmental Entity is required
to  be  obtained  or  performed on the part of Buyer to execute,  deliver  and
perform  its  obligations hereunder.  This Agreement constitutes  the  legally
valid and binding obligation of Buyer, enforceable against Buyer in accordance
with  its  terms, except as such enforceability may be limited by  bankruptcy,
insolvency,  reorganization, moratorium and other similar laws  and  equitable
principles relating to or limiting creditor's rights generally.

3.3  NON-CONTRAVENTION.

     Neither  the  execution  and  the delivery of  this  Agreement,  nor  the
consummation of the transactions contemplated hereby (including performance by
Buyer),  will  (a)  violate  any  Law, Order,  or  other  restriction  of  any
Governmental Entity to which Buyer is subject or any provision of the  charter
or  bylaws of Buyer or (b) conflict with, result in a breach of, constitute  a
default under, result in the acceleration of, create in any party the right to
accelerate,  terminate, modify, or cancel, or require  any  notice  under  any
agreement, contract, lease, license, instrument or other arrangement to  which
Buyer  is  a  party or by which it is bound or to which any of its  assets  is
subject  (or  result  in the imposition of any Encumbrance  upon  any  of  its
assets),  except where the violation, conflict, breach, default, acceleration,
termination,   modification,  cancellation,  failure  to   give   notice,   or
Encumbrance  would  not  reasonably be expected to  have  a  Material  Adverse
Effect.   Except as contemplated by Section 4.6, Buyer does not need  to  give
any notice to, make any filing with, or obtain any authorization, consent,  or
Approval of any Governmental Entity in order for the Parties to consummate the
transactions contemplated by this Agreement, except where the failure to  give
notice, to file, or to obtain any authorization, consent or approval would not
reasonably be expected to have a Material Adverse Effect.

3.4  Legal Proceedings.

     There  is  no  Order  or  Action pending or to the  Knowledge  of  Buyer,
threatened against Buyer, which individually or in the aggregate has or  would
reasonably be expected to have a Material Adverse Effect.

3.5  No Brokers.

     Buyer  does  not  have any liability or obligation to  pay  any  fees  or
commissions  to any broker, finder, agent, commercial banker or  other  Person
with  respect  to  this  Agreement or the transactions  contemplated  by  this
Agreement.

3.6  Maintenance of Acquired Assets

      Buyer  has  and, to its Knowledge, will continue to have the system  and
network capacity or sources to provide switched voice long distance service to
the  Customer  Accounts,  and  to  its Knowledge  has  systems  and  resources
necessary  for  rendering  regular monthly  bills  on  the  Customer  Accounts
consistent with industry practice.

               ARTICLE IV.  COVENANTS WITH RESPECT TO CONDUCT OF
                         BUSINESS PRIOR TO THE CLOSING

4.1  Access and Control.

     Prior  to the Final Closing, Seller shall authorize and permit Buyer  and
its   officers,   employees,   counsel,   accountants,   financial   advisers,
consultants,  and other representatives with reasonable access  during  normal
business  hours,  upon  reasonable notice and  in  such  manner  as  will  not
unreasonably interfere with the business activities of Seller, to all  of  the
properties,  books,  records, operating instructions and procedures,  and  all
other information with respect to the ownership and use of the Acquired Assets
as  Buyer may from time to time reasonably request, and to make copies of such
books,  records  and other documents and to discuss the Acquired  Assets  with
such  officers,  employees, and agents of Seller who have  responsibility  for
information pertaining to the Acquired Assets, as Buyer considers necessary or
appropriate for the purposes of familiarizing itself with the Acquired  Assets
and  obtaining  any  necessary Approvals of or Permits  for  the  transactions
contemplated by this Agreement, except to the extent that furnishing any  such
information  or  data  would  violate  any  Law,  Order,  Permit  or  contract
applicable to Seller or to which Seller is subject.
4.2  MATERIAL ADVERSE CHANGES.

     Prior  to the Closing, Seller will promptly notify Buyer of any event  of
which  it  obtains Knowledge which has had or would reasonably be expected  to
have  a Material Adverse Effect or which if known as of the date hereof  would
have  been  required  to  be disclosed to Buyer.  No such  notification  shall
affect  the representations or warranties of the Parties or the conditions  to
their respective obligations hereunder.

4.3  MAINTENANCE OF THE ACQUIRED ASSETS BY SELLER.

     During  the period beginning on the date hereof and ending on  the  Final
Closing,  Seller  will  use  its best efforts  to  preserve  the  goodwill  of
customers  serviced  under  the Customer Accounts  that  are  consistent  with
industry  standards for customer service.  Prior to the Final Closing,  Seller
agree  with and for the benefit of Buyer that it shall not without  the  prior
consent in writing of Buyer, which may not be unreasonably withheld:

          (a)   Except as required by their terms, amend, terminate, renew  or
     renegotiate  any contract included in the Acquired Assets or default  (or
     take  or  omit  to take any action that, with or without  the  giving  of
     notice  or  passage of time, would constitute a default) in  any  of  its
     obligations under any contract included in the Acquired Assets;

          (b)   Terminate or fail to renew or preserve any Permits that  would
     reasonably be expected to have a Material Adverse Effect;

          (c)   Sell, transfer, mortgage, encumber or otherwise dispose of any
     Acquired Assets, except as contemplated by the Management Agreement; or

          (d)   Agree to or make any commitment to take any actions prohibited
     by this Section 4.3.

4.4  MAINTENANCE OF THE ACQUIRED ASSETS BY BUYER.

     During  the  period  beginning January 1, 2003,  and  continuing  through
February 29, 2004, Buyer will use its best efforts to preserve the goodwill of
customers  serviced  under  the Customer Accounts  that  are  consistent  with
industry  standards for customer service.  Prior to February 29,  2004,  Buyer
agrees with and for the benefit of Seller that it shall not other than in  the
ordinary course of business or without the prior consent in writing of Seller,
which may not be unreasonably withheld:

          (a)  Terminate any Customer Account included in the Acquired Assets,
     except  Customer Accounts terminated for non-payment consistent with  the
     past custom and practice of Buyer, Customer Accounts that average monthly
     billing for call minutes of $5.00 or less over a term of three months, or
     Customer  Accounts  the  Buyer is unable to  service  or  determines  are
     uneconomical to service under any Order that is not unique to  Buyer  but
     also affects other Persons that offer the same type of service offered by
     Buyer to the Customer Accounts;

           (b)   Default  (or take or omit to take any action  that,  with  or
     without  the  giving  of notice or passage of time,  would  constitute  a
     default)  in  any of its obligations under any contract included  in  the
     Acquired Assets.

          (c)   Terminate or fail to renew or preserve any Permits that  would
     reasonably be expected to have a Material Adverse Effect;

          (d)  Sell any of the Acquired Assets; or

          (e)   Agree to or make any commitment to take any actions prohibited
     by this Section 4.4.

4.5  NOTIFICATION OF CERTAIN MATTERS.

     Each  Party  shall  give prompt notice to the other Parties  of  (a)  the
occurrence,  or failure to occur, of any event that would be likely  to  cause
any  of  its representations or warranties contained in this Agreement  to  be
untrue  or  inaccurate in any material respect at any time from the  Effective
Date  to  the Final Closing Date, and (b) any failure of the Party  to  comply
with or satisfy, in any material respect, any covenant, condition or agreement
to  be  complied  with  or  satisfied by it under  this  Agreement.   No  such
notification shall affect the representations or warranties of the Parties  or
the conditions to their respective obligations hereunder.

4.6  Consents

          (a)   Seller  and Buyer each agree to cooperate and use  their  best
     efforts  to  obtain  all  Approvals from  all  third  parties  (including
     Governmental   Entities)  that  may  be  necessary  to   consummate   the
     transactions contemplated by this Agreement.

          (b)  Immediately following the Effective Date, Buyer shall, with the
     reasonable  assistance of and in consultation with  Seller,  prepare  and
     file,  or  cause  to  be  prepared and filed, any  and  all  applications
     necessary  to  obtain the Approval of all relevant Governmental  Entities
     for  Buyer  to  purchase  the Acquired Assets.  Buyer  and  Seller  shall
     prosecute  such applications with all reasonable diligence and  otherwise
     use  their  reasonable best efforts (including, with  respect  to  Buyer,
     providing  financial assurance to a Governmental Entity,  to  the  extent
     required)  to  obtain grants of approval as expeditiously as practicable.
     Each  of  Buyer  and Seller shall bear their own expenses of  prosecuting
     such  applications; provided, that Buyer shall bear all fees  payable  by
     Buyer  and/or  Seller to any Governmental Entity and local counsel  fees,
     where  necessary  as  determined in the  sole  discretion  of  Buyer,  in
     connection with the filing and prosecution of the applications  necessary
     to  obtain  such  approvals  and  any other  fees  or  Taxes  imposed  by
     Governmental  Entities  in  connection with  obtaining  Approval  of  the
     transfer of the Acquired Assets to Buyer.

          (c)   In  the  event the North American Numbering Plan Administrator
     fails  or refuses to transfer control of the Carrier Identification Codes
     directly from Seller to Buyer, (i) Seller agrees to transfer the  Carrier
     Identification  Codes  to  a subsidiary of Seller  that  has  no  assets,
     liabilities,  or business operations, (ii) agree after such  transfer  to
     sell  all  of  the  capital  stock of such subsidiary  to  Buyer  for  no
     consideration  in  addition to the Purchase Price,  (iii)  use  its  best
     efforts  to  obtain  approval  from the  North  American  Numbering  Plan
     Administrator for transfer of control of the Carrier Identification Codes
     resulting  from the sale of the subsidiary stock to Buyer, and (iv)  upon
     obtaining  such approval transfer and convey the capital  stock  of  such
     subsidiary to Buyer.

          (d)   Buyer acknowledges that the contracts governing certain of the
     Customer Accounts require the consent of customers to assignment of their
     Customer  Accounts.   Seller and Buyer each agree to  cooperate  and  use
     their  best  efforts  to  obtain the consents of such  customers.   Buyer
     agrees  the  failure  to obtain one or more of such  consents  is  not  a
     Material Adverse Effect and is not a default under this Agreement or  the
     breach of any representation of Seller.  If a consent to assignment under
     a  contract  governing  a Customer Account is not obtained,  the  Parties
     agree  to take all action necessary to terminate the Customer Account  as
     soon as possible in accordance with the terms of the contract.

4.7  Offers of Employment.

     Seller  agrees and acknowledges that Buyer may make offers of  employment
to  persons employed by Seller to service the Acquired Assets.  Any person who
accepts  such  an  offer  of  employment with Buyer  shall  be  an  "Accepting
Employee" and shall be employed by Buyer on such terms and conditions as Buyer
and  each  such  Accepting  Employee may mutually agree.   Seller  agrees  and
acknowledges  that  the Accepting Employee's employment with  Buyer  does  not
violate  and  will not violate any non-disclosure, non-solicitation,  or  non-
competition obligation the Accepting Employee may have with any of the  Seller
or  its  Affiliates, and waives any claim against the Accepting  Employee  and
Buyer arising there from.

                       ARTICLE V.  ADDITIONAL COVENANTS

5.1  NON-SOLICITATION.

          (a)   Seller  agrees that from and after the date of this  Agreement
     Buyer  shall be entitled to the goodwill of the Customer Accounts and  to
     protect  and  preserve the same to the maximum extent permitted  by  law.
     For  this  and other reasons and as an inducement to Buyer to enter  into
     this  Agreement, Seller agrees for itself and its Affiliates that  for  a
     period from the Effective Date through February 29, 2004 (the "Restricted
     Period")  it will not, directly or indirectly for its own benefit  or  as
     agent  for another, solicit the Customer Accounts for any of the switched
     voice  long distance services provided by Seller to the Customer Accounts
     as of the Effective Date.

          (b)   Nothing  contained  herein shall limit during  the  Restricted
     Period  the  right  of  Seller  or its Affiliates  (or  their  respective
     officers  and  directors) as an investor to hold and make investments  in
     securities  of any corporation or limited partnership that is  registered
     under  the Securities Exchange Act of 1934, provided such Person's equity
     interest  therein does not exceed five percent of the outstanding  shares
     or interests in such corporation or partnership.

          (c)   From  and  after the Effective Date, none  of  Seller  or  its
     Affiliates  shall, directly or indirectly, divulge or otherwise  disclose
     to  any  Person other than Buyer any partial or complete listing  of  the
     Customer  Accounts or any information pertaining hereto, unless compelled
     by Order of a Governmental Entity.

          (d)   Seller  recognizes and agrees that a  breach  of  any  of  the
     covenants set forth in this Section 5.1 could cause irreparable  harm  to
     Buyer, that Buyer's remedies at law in the event of such breach would  be
     inadequate,  and  that,  accordingly, in  the  event  of  such  breach  a
     restraining  order  or injunction or both may be issued  against  it,  in
     addition  to any other rights and remedies that are available  to  Buyer.
     If this Section 5.1 is more restrictive than permitted by the Laws of the
     jurisdiction  in which Buyer seeks enforcement hereof, this  Section  5.1
     shall be limited to the extent required to permit enforcement under  such
     Laws.   Without  limiting  the generality of the foregoing,  the  Parties
     intend  that  the covenants contained in the preceding portions  of  this
     Section 5.1 shall be construed as a series of separate covenants, one for
     each  city,  county,  state  or  other location  specified.   Except  for
     geographic  coverage,  each  such  separate  covenant  shall  be   deemed
     identical in terms.  If, in any judicial proceeding, a court shall refuse
     to  enforce any of the separate covenants deemed included in this Section
     5.1,  then  such  unenforceable covenant shall be deemed eliminated  from
     these  provisions  for  the purpose of those proceedings  to  the  extent
     necessary to permit the remaining separate covenants to be enforced.

          (e)   For  income tax purposes only, Buyer and Seller agree that  no
     portion of the Purchase Price shall be allocated to the covenants in this
     Section 5.1.

5.2  ACCOUNTS RECEIVABLE.

          (a)   The "Receivable Customer Accounts" are Customer Accounts  that
     have  outstanding  balances due for services  rendered  to  the  Customer
     Accounts in the Billing Cycles immediately preceding each Management Date
     that  remain  unpaid 40 days following the Management Date  and  are  not
     disputed charges.  All payments received by Seller on Receivable Customer
     Accounts during the 40 day period following the Management Date  will  be
     applied by Seller to balances less than 90 days past due, then to current
     balances,  and last to balances more than 90 days past due.  Any  payment
     received  by Buyer on a Receivable Customer Account during the  sixty-day
     period  following  the Management Date shall be paid  to  Seller  to  the
     extent of the balance due that is more than 30 and less than 60 days past
     due  and  then to Buyer on current charges, and the amount  of  any  such
     payment to Seller shall not be included in the calculation of Collections
     for  purposes  of  determining the payment due Seller  from  Buyer  under
     Section  1.3.   Any  payment received by Buyer on a  Receivable  Customer
     Account  more  than  sixty days following the Management  Date  shall  be
     applied to payment of Buyer's charges for services rendered that are less
     than  60  days, and any excess shall be paid first to Buyer in an  amount
     equal  to 15 percent of the total payment, next 75 percent of the balance
     remaining  to  Seller, and last the remaining balance  to  Buyer.   Buyer
     shall guarantee 50 percent payment of the Receivable Customer Accounts by
     issuing  to  Seller 40 days following the Management Date a  non-interest
     bearing promissory note payable in two monthly installments and providing
     for  a  default  interest rate of eight percent per annum,  in  the  form
     attached to this Agreement as Exhibit D.

          (b)  After 40 days from the Management Date, Seller shall not pursue
     any  Action  or  other collection effort with respect  to  any  past  due
     balances  on  Customer Accounts more than 60 days past  due  without  the
     prior  written  consent  of  Buyer, which it may  withhold  in  its  sole
     discretion.  If Buyer subsequently receives payment of any such past  due
     accounts,  Buyer shall be entitled to retain 36.25 percent of the  amount
     collected as a collection fee, and Buyer shall pay the remaining  balance
     to Seller no later than the first day of the calendar month following the
     month  in  which  payment of the Pre-December Receivable is  received  by
     Buyer.

SECTION 5.3    LOCKBOX ARRANGEMENT

     On or before the first Management Date the Parties will negotiate in good
faith with Buyer's receivables lender a lockbox agreement and the Parties will
enter into such agreement that will provide:

          (a)   Payment to Seller out of the lockbox of all amounts billed  to
     Buyer  under  Section 3.1(c) of the Transition Services Agreement  before
     payment of any funds collected in the Lockbox to any other Person.

          (b)   Payment  to  Seller on the first day of each month  commencing
     with  April 2003 of 7.2 percent of Collections as contemplated by Section
     1.3(b).

          (c)   Payment to Buyer or Buyer's receivables lender of all  amounts
     not paid to Seller under Sections 5.3(a) and 5.3(b).

                      ARTICLE VI.  CONDITIONS OF PURCHASE

     The obligations of the Parties to effect any Interim Closing or the Final
Closing shall be subject to the condition that no Law or Order shall have been
enacted, entered, issued, promulgated or enforced by any Governmental  Entity,
at  or  prior  to  such closing, which prohibits or restricts,  or  would  (if
successful)  prohibit  or  restrict,  the transactions  contemplated  by  this
Agreement,  or  (with respect to obligations of Buyer only)  which  would  not
permit  the Buyer, after the Interim or Final Closing, as the case may be,  to
service  all  the  Customer  Accounts  in  the  same  manner  as  Seller.   No
Governmental  Entity  shall have notified any Party  to  this  Agreement  that
consummation  of  the  transactions  contemplated  by  this  Agreement   would
constitute  a violation of any Laws of any jurisdiction or that it intends  to
commence  an  Action  to  restrain  or prohibit  such  transactions  or  force
divestiture  or  rescission,  unless  such  Governmental  Entity  shall   have
withdrawn  such notice and abandoned any such Action prior to the  time  which
otherwise would have been the Final Closing Date, unless counsel known to have
expertise  as to such matters on behalf of the Party against whom such  Action
was  or  would  be instituted renders to the Parties a favorable opinion  that
such Action is or would be without merit.

              ARTICLE VII.  TERMINATION OF OBLIGATIONS; SURVIVAL

7.1  TERMINATION OF AGREEMENT.

     Anything herein to the contrary notwithstanding, this Agreement  and  the
transactions contemplated by this Agreement may be terminated by any Party  if
the  Final  Closing  does  not occur on or before the  close  of  business  on
December  31, 2003 (unless extended by mutual consent in writing of Buyer  and
Seller),  provided that such failure is not due to the action or inaction  of,
or  breach  of  this  Agreement  by,  such  Party.   This  Agreement  and  the
transactions contemplated by this Agreement may also be terminated at any time
before the Closing by (i) mutual consent in writing of Buyer and Seller,  (ii)
by  either  Party  in  the  event  that any Order  or  Law  becomes  effective
restraining,  enjoining,  or  otherwise  prohibiting  or  making  illegal  the
consummation of the transactions contemplated by this Agreement, or  (iii)  in
the event of termination of the Transition Services Agreement due to a default
or  breach  thereof,  at  the election of the non-breaching  Party  under  the
Transition Services Agreement.

7.2  EFFECT OF TERMINATION.

     In  the event that this Agreement shall be terminated pursuant to Section
7.1,  Seller  shall immediately refund to Buyer the portion  of  the  Acquired
Accounts  Price  paid  to  Seller prior to the date  of  termination  that  is
allocable  on  a  pro rata basis to that portion of the Acquired  Assets  with
respect  to  which  there  has not been an Interim Closing,  and  all  further
obligations  of  the  Parties  under this Agreement  shall  terminate  without
further  liability of any Party to another; provided that the  obligations  of
the  Parties  contained  in  Section 9.9 (Confidentiality)  and  Section  9.12
(Expenses)  shall survive any such termination.  A termination  under  Section
7.1  shall not relieve any Party of any liability for a breach of, or for  any
misrepresentation under this Agreement, or be deemed to constitute a waiver of
any  available  remedy (including specific performance if available)  for  any
such breach or misrepresentation.

7.3  SURVIVAL OF REPRESENTATIONS AND WARRANTIES.

     All  representations and warranties contained in or made pursuant to this
Agreement  shall expire on June 30, 2003, except that the representations  and
warranties  contained in Sections 2.1 (Organization), 2.7  (No  Brokers),  3.1
(Organization) and 3.5 (No Brokers) shall survive the Final Closing and  shall
remain in full force and effect indefinitely.  Notwithstanding anything to the
contrary  contained  in this Agreement, it is agreed and acknowledged  by  the
Parties that Seller is making no representation or warranty whatsoever, except
those  representations and warranties contained in Article II.  In particular,
Seller  makes  no  representation or warranty to Buyer  with  respect  to  any
financial projection or forecast relating to the Acquired Assets.

                        ARTICLE VIII.  INDEMNIFICATION

8.1  Obligations of Seller.

          (a)   Seller  agrees to indemnify and hold harmless  Buyer  and  its
     directors,   officers,   employees,  Affiliates,   and   agents   ("Buyer
     Indemnified  Parties") from and against any and all  Losses  directly  or
     indirectly a result of, or based upon or arising from, (i) any breach  of
     any  of  the  representations and warranties and non-fulfillment  of  any
     covenants  or agreements made by Seller in or pursuant to this Agreement,
     (ii)  Seller's  ownership and use of the Acquired Assets  prior  to  each
     Management  Date,  and  (iii)  claims of stockholders  of  Touch  America
     Holdings,  Inc.,  the  parent  corporation  of  Seller,  based   on   any
     transaction, practice, or action it or they effected or participated  in,
     including,  but  not  limited to, the transactions contemplated  by  this
     Agreement.

          (b)   Notwithstanding  anything to the contrary  contained  in  this
     Agreement,  no  amount of indemnity shall be payable as a result  of  any
     claim in respect of a Loss arising under this Section 8.1:

          (i)  until the aggregate amount of all Losses exceeds $675,000  (the
               "Allowance"), after which Seller shall be liable for the entire
               amount of the Allowance;

          (ii) for any and all Losses in excess of $4,050,000, provided
               further that in no event shall Seller's liability exceed
               the lesser of the amount of the
               Acquired Accounts Price actually paid to and received by
               Seller or $4,050,000;

          (iii)unless the Buyer Indemnified Party has given Seller notice
               with respect to such claim (the "Indemnity Notice"), setting
               forth in reasonable detail the specific facts and
               circumstances pertaining thereto (x) as soon as
               practical following the time at which the Buyer Indemnified
               Party discovered or reasonably should have discovered such
               claim (except to the extent the
               Seller is not prejudiced by any delay in delivery of such
               notice) but (y) in
               any event prior to the Cut-off Date;

          (iv) to the extent that the Buyer Indemnified Party had a
               reasonable opportunity, but failed, in good faith to mitigate
               the Loss, including but not
               limited to the failure to use best efforts to recover
               under a policy of insurance or under a contractual right
               of set-off or indemnity; and

          (v)  to the extent such Loss arises from or was caused by
               actions taken or failed to be taken by Buyer Indemnified
               Party after the Effective Date.

8.2  OBLIGATIONS OF BUYER.

          (a)   Buyer  agrees to indemnify and hold harmless  Seller  and  its
     directors,   officers,  employees,  Affiliates,   and   agents   ("Seller
     Indemnified  Parties") from and against any and all  Losses  directly  or
     indirectly a result of, or based upon or arising from, (i) any breach  of
     any  of  the  representations and warranties and non-fulfillment  of  any
     covenants  or agreements made by Buyer in or pursuant to this  Agreement,
     (ii)  the  Assumed Liabilities, and (iii) any other matter  as  to  which
     Buyer  in  other  provisions of this Agreement has  agreed  to  indemnify
     Seller.

          (b)   Notwithstanding  anything to the contrary  contained  in  this
     Agreement,  no  amount of indemnity shall be payable as a result  of  any
     claim in respect of a Loss arising under this Section 8.2:

          (i)  until the aggregate amount of all Losses exceeds $675,000  (the
               "Allowance"), after which Buyer shall be liable for the entire
               amount of the Allowance;

          (ii) for any and all Losses in excess of $4,050,000;

          (iii)unless the Seller Indemnified Party has given Buyer
               notice with respect to such claim (the "Indemnity Notice"),
               setting forth in reasonable detail the specific facts and
               circumstances pertaining thereto (x) as soon as
               practical following the time at which the Seller Indemnified
               Party discovered or reasonably should have discovered such
               claim (except to the extent the
               Buyer is not prejudiced by any delay in delivery of
               such notice) but (y) in
               any event prior to the Cut-off Date;

          (iv) to the extent that the Seller Indemnified Party had a
               reasonable opportunity, but failed, in good faith to mitigate
               the Loss, including but not limited to the failure to use
               best efforts to recover under a policy of
               insurance or under a contractual right of set-off or
               indemnity; and

          (v)  to the extent such Loss arises from or was caused by
               actions taken or failed to be taken by Seller Indemnified
               Party after the Effective Date.


8.3  PROCEDURE.

          (a)   Each party entitled to be indemnified pursuant to Sections 8.1
     and  8.2  (an  "Indemnified Party") shall notify the  indemnifying  party
     ("Indemnifying Party") in writing of any action against such  Indemnified
     Party  in  respect of which the Indemnifying Party is or may be obligated
     to  provide  indemnification  pursuant  to  Sections  8.1  and  8.2  with
     reasonable  promptness after the receipt of notice  of  the  commencement
     thereof.   The  omission  of  an  Indemnified  Party  so  to  notify  the
     Indemnifying  Party of any such action shall not relieve the Indemnifying
     Party  from any liability which the Indemnifying Party may have  to  such
     Indemnified Party except to the extent the Indemnifying Party shall  have
     been  materially prejudiced by the omission of such Indemnified Party  so
     to  notify the Indemnifying Party, pursuant to this Section 8.3.  In case
     any  such  action shall be brought against any Indemnified Party  and  it
     shall  notify  the  Indemnifying Party of the commencement  thereof,  the
     Indemnifying Party shall be entitled to participate therein and,  to  the
     extent  that  the  Indemnifying Party may wish,  to  assume  the  defense
     thereof, with counsel reasonably satisfactory to such Indemnified  Party,
     and after notice from the Indemnifying Party to such Indemnified Party of
     its  election  so  to assume the defense thereof, the Indemnifying  Party
     will  not be liable to such Indemnified Party under Sections 8.1 and  8.2
     for  any legal or other expense subsequently incurred by such Indemnified
     Party  in  connection  with the defense thereof nor  for  any  settlement
     thereof  entered  into  without the consent of  the  Indemnifying  Party;
     provided, however, that (i) if the Indemnifying Party shall elect not  to
     assume  the  defense of such claim or action or (ii) if  the  Indemnified
     Party reasonably determines (A) that there may be a conflict or potential
     conflict  between  the positions of the Indemnifying  Party  and  of  the
     Indemnified Party in defending such claim or action or (B) that there may
     be  legal defenses available to such Indemnified Party different from  or
     in  addition to those available to the Indemnifying Party, then  separate
     counsel for the Indemnified Party shall be entitled to participate in and
     conduct the defense, in the case of clauses 8.3(a)(i) and (ii)(A)  above,
     or  such  different defenses, in the case of clause 8.3(a)(ii)(B)  above,
     and  the  Indemnifying Party shall be liable for any reasonable legal  or
     other  expenses incurred by the Indemnified Party in connection with  the
     defense;  provided,  however, that an Indemnifying  Party  shall  not  be
     liable  for  the  fees  or  expenses of more  than  one  counsel  to  the
     Indemnified Parties in connection with any one action or related  actions
     in respect of which indemnification is sought hereunder.  Notwithstanding
     the  foregoing, the Indemnified Party may retain or take control  of  the
     defense  or settlement of any claim the defense of which the Indemnifying
     Party  has elected to control if the Indemnified Party irrevocably waives
     its  right  to indemnity under Article VIII with respect to  such  claim.
     The  Indemnifying Party shall not settle or compromise any action without
     the  prior  written  consent of the Indemnified Party,  unless  (x)  such
     settlement does not impose any restrictions or limitations on the  assets
     or  operations of the business of such Indemnified Party, (y) all  relief
     provided  is  paid or satisfied in full by the Indemnifying Party  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 Indemnified Party.

          (b)  In the event any Indemnified Party should have a claim pursuant
     to this Article VIII against any Indemnifying Party that does not involve
     a  third  Person  claim as set forth in Section 8.3(a),  the  Indemnified
     Party shall deliver an Indemnity Notice with reasonable promptness to the
     Indemnifying  Party.  If the Indemnifying Party notifies the  Indemnified
     Party  that  it  does not dispute the claim described in  such  Indemnity
     Notice  or fails to notify the Indemnified Party within 30 days following
     receipt  of such Indemnity Notice whether the Indemnifying Party disputes
     the  claim described in such Indemnity Notice, the Loss arising from  the
     claim  specified in such Indemnity Notice will be conclusively  deemed  a
     liability  of  the  Indemnifying Party under this Article  VIII  and  the
     Indemnifying  Party shall pay the amount of such Loss to the  Indemnified
     Party  on  demand  following  the final determination  thereof.   If  the
     Indemnifying Party has timely disputed its liability with respect to such
     claim,  the Indemnifying Party and the Indemnified Party will proceed  in
     good faith to negotiate a resolution of such dispute, and if not resolved
     through  negotiations within 75 days following receipt of  the  Indemnity
     Notice, each Party may pursue such Action as it deems appropriate in  the
     circumstances.

8.4  SURVIVAL.

     This  Article VIII shall survive any termination of this Agreement.   Any
matter  as to which a claim has been asserted by notice to the other Party  in
accordance with Article VIII that is pending or unresolved at the end  of  any
applicable limitation period shall continue to be covered by this Article VIII
notwithstanding  any  applicable  statute of limitations  (which  the  parties
hereby waive) until such matter is finally terminated or otherwise resolved by
the  Parties  or by a court of competent jurisdiction and any amounts  payable
hereunder are finally determined and paid.

8.5  Exclusive Remedy.

     The  remedies  for the breach of this Agreement or with  respect  to  any
misrepresentation  are  limited  to those set  forth  in  this  Article  VIII;
provided, that nothing contained in this Article VIII shall be deemed to limit
the  right  of  a Party to seek specific performance of any of  the  covenants
contained  in this Agreement or an injunction against the breach or threatened
breach of any covenants contained herein.

                             ARTICLE IX.  GENERAL

9.1  Amendments; Waivers.

     This Agreement and any Schedule or Exhibit hereto may be amended only  by
agreement  in writing of all parties.  No waiver of any provision nor  consent
to  any exception to the terms of this Agreement shall be effective unless  in
writing  and  signed by the Party to be bound and then only  to  the  specific
purpose, extent and instance so provided.

9.2  SCHEDULES; EXHIBITS; INTEGRATION.

     Each  Schedule  and  Exhibit delivered pursuant  to  the  terms  of  this
Agreement  shall be in writing and shall constitute a part of this  Agreement,
although  Schedules and Exhibits need not be attached to  each  copy  of  this
Agreement.   This  Agreement,  together  with  such  Schedules  and  Exhibits,
constitutes  the entire agreement among the Parties pertaining to the  subject
matter  hereof and supersedes all prior agreements and understandings  of  the
Parties in connection herewith.

9.3  Best Efforts; Further Assurances.

          (a)  Each Party will use its best efforts to cause all conditions to
     its  obligations  hereunder to be timely satisfied  and  to  perform  and
     fulfill  all obligations on its part to be performed and fulfilled  under
     this  Agreement,  to the end that the transactions contemplated  by  this
     Agreement shall be effected substantially in accordance with its terms as
     soon  as  reasonably practicable.  The Parties shall cooperate with  each
     other  in  such actions and in securing requisite Approvals.  Each  Party
     shall  execute  and  deliver both before and  after  Final  Closing  such
     further  certificates,  agreements, instruments of  transfer,  and  other
     documents  and take such other actions as may be necessary or appropriate
     to  consummate or implement the transactions contemplated  hereby  or  to
     evidence such events or matters.

          (b)   As  used in this Agreement, the term "best efforts" shall  not
     mean  efforts which require the performing Party to do any  act  that  is
     unreasonable under the circumstances, to make any capital contribution or
     to expend any funds other than reasonable out-of-pocket expenses incurred
     in satisfying its obligations hereunder, including but not limited to the
     fees,  expenses and disbursements of its accountants, actuaries,  counsel
     and other professionals.

          (c)   Following the Final Closing, each Party will afford the  other
     Party,  its  counsel and its accountants, during normal  business  hours,
     reasonable access to the books, records, and other data relating  to  the
     Acquired  Assets in its possession with respect to periods prior  to  the
     Final  Closing and the right to make copies and extracts there  from,  to
     the  extent that such access may be reasonably required by the requesting
     Party  in  connection with (i) the preparation of Tax Returns,  (ii)  the
     determination  or  enforcement  of  rights  and  obligations  under  this
     Agreement,  (iii)  compliance with the requirements of  any  Governmental
     Entity,  (iv)  the  determination  or  enforcement  of  the  rights   and
     obligations of any Party to this Agreement, or (v) in connection with any
     actual  or  threatened Action.  Further, each Party agrees for  a  period
     extending  six  years  after the Final Closing Date  not  to  destroy  or
     otherwise dispose of any such books, records, and other data unless  such
     Party  shall  first offer in wring to surrender such books, records,  and
     other  data  to the other Party and such other Party shall not  agree  in
     writing  to take possession thereof, at its cost and expense, during  the
     ten day period after such offer is made.

          (d)   If,  in  order  properly to prepare  its  Tax  Returns,  other
     documents or reports required to be filed with Governmental Entities,  or
     its  financial  statements, or to fulfill obligations  hereunder,  it  is
     necessary   that  a  Party  be  furnished  with  additional  information,
     documents, or records relating to the Acquired Assets not referred to  in
     Section  9.3(c), and such information, documents, or records are  in  the
     possession or control of the other Party, such other Party shall use  its
     best efforts to furnish or make available such information, documents, or
     records  (or  copies  thereof)  at  the recipient's  request,  cost,  and
     expense.  Any information obtained by such Party in accordance with  this
     paragraph  shall  be held confidential by such Party in  accordance  with
     Section 9.8.
          (e)   Notwithstanding  anything to the  contrary  contained  in  the
     Section  9.3,  if  the  parties  are in an  adversarial  relationship  in
     litigation  or arbitration, the furnishing of information, documents,  or
     records  in  accordance with Section 9.3 shall be subject  to  applicable
     rules of discovery.

9.4  Governing Law.

     This Agreement shall be governed by and construed in accordance with  the
laws  of  the state of Delaware applicable to contracts made and performed  in
such  state  and  without  giving effect to the conflicts  of  law  principles
thereof.

9.5  NO ASSIGNMENT.

     Neither  this  Agreement  nor  any rights or  obligations  under  it  are
assignable.

9.6  Headings.

     The  descriptive  headings of the Articles, Sections and  subsections  of
this  Agreement are for convenience only and do not constitute a part of  this
Agreement.

9.7  Counterparts.

     This  Agreement  and  any  amendment hereto or any  other  agreement  (or
document)  delivered  pursuant  hereto  may  be  executed  in  one   or   more
counterparts and by different Parties in separate counterparts.  All  of  such
counterparts  shall constitute one and the same agreement (or other  document)
and shall become effective (unless otherwise provided therein) when each Party
has  signed one or more counterparts and the signature pages delivered to  the
other Parties.

9.8  Publicity and Reports.

     At  all  times  at or before the March 31, 2003, Seller and  Buyer  shall
coordinate  all  publicity relating to the transactions contemplated  by  this
Agreement  and no Party shall issue any press release, publicity statement  or
other   public   notice  relating  to  this  Agreement,  or  the  transactions
contemplated  by  this  Agreement, without, in  the  case  of  Seller,  Seller
obtaining  the  prior  consent  of Buyer and, in  the  case  of  Buyer,  Buyer
obtaining  the  prior  consent of Seller, except to the  extent  that  in  the
opinion of legal counsel to such Party that such disclosure is required by Law
to discharge such Party's disclosure obligations.

9.9  Confidentiality.

     All  information  disclosed  in  writing and  designated  in  writing  as
confidential  by  any  Party  whether before  or  after  the  date  hereof  in
connection  with  the  transactions contemplated by  or  the  discussions  and
negotiations  preceding  this  Agreement to any  other  Party  shall  be  kept
confidential by such other Party and shall not be used, directly or through an
Affiliate,  by any Party other than as contemplated by this Agreement,  except
to  the  extent  that  such information (i) was known by  the  recipient  when
received, (ii) is or hereafter becomes lawfully obtainable from other sources,
(iii)  is necessary or appropriate to disclose to a Governmental Entity having
jurisdiction over the Party, (iv) as may otherwise be required by law  or  (v)
to  the  extent  such duty as to confidentiality is waived in writing  by  the
other  Party.  If this Agreement is terminated in accordance with  its  terms,
each  Party shall promptly redeliver all documents (and reproductions thereof)
received by it or its representatives from such other Party (and, in the  case
of  reproductions,  all such reproductions made by the receiving  Party)  that
include  information not within the exceptions contained in the first sentence
of  this  Section  9.9,  unless the recipients provide  assurances  reasonably
satisfactory to the requesting Party that such documents have been destroyed.

9.10 Parties in Interest.

     This  Agreement  shall be binding upon and inure to the benefit  of  each
Party,  and  nothing  in this Agreement, express or implied,  is  intended  to
confer  upon any other Person any rights or remedies of any nature  whatsoever
under  or by reason of this Agreement, except for Sections 8.l and 8.2  (which
are intended to be for the benefit of the Persons provided for therein and may
be  enforced  by  such  Persons).  Nothing in this Agreement  is  intended  to
relieve  or discharge the obligation of any third Person to any Party to  this
Agreement.

9.11 Notices.

     Any  notice or other communication hereunder must be given in writing and
(a)   delivered   in   person,   (b)  transmitted   by   telex,   telefax   or
telecommunications mechanism, provided that any notice so given is also mailed
as  provided in clause (c), or (c) mailed (postage prepaid), receipt requested
as follows:

     If to Buyer, addressed to:         Buyers United, Inc.
                              14870 Pony Express Road
                              Bluffdale, Utah 84065
                              Telecopy:  (801) 320-3312
                              Attention:  Paul Jarman, President

     With a copy to:               Cohne, Rappaport & Segal, P.C.
                              525 East 100 South, 5th Floor
                              Salt Lake City, Utah 84102
                              Telecopy:  (801) 355-1813
                              Attention:  Mark E. Lehman, Esq.

     If to Seller, addressed to:        Touch America, Inc.
                              130 North Main Street
                              Butte, Montana 59701-9332
                              Telecopy:  (406) 497-5376
                              Attention:  Patrick T. Fleming, Esq.

     With a copy to:               Milbank, Tweed, Hadley & McCloy LLP
                              One Chase Manhattan Plaza
                              New York, New York 10005
                              Telecopy:  (212) 530-5219
                              Attention:  John T. Connor, Esq.

or  to  such other address or to such other Person as a Party shall have  last
designated  by  such notice to the other Parties.  Each such notice  or  other
communication  shall be effective (i) if given by facsimile, when  transmitted
to  the  applicable number so specified in (or pursuant to) this Section  9.11
and  an appropriate answerback is received, (ii) if given by mail, three  days
after  such  communication is deposited in the mails with first class  postage
prepaid,  addressed as aforesaid or (iii) if given by any  other  means,  when
actually received at such address.

9.12 Expenses.

     Except  as otherwise set forth in this Agreement, Seller and Buyer  shall
each  pay  their  own  expenses incident to the negotiation,  preparation  and
performance  of  this  Agreement  and  the transactions  contemplated  hereby,
including  but  not limited to the fees, expenses and disbursements  of  their
respective accountants and counsel.

9.13 Waiver.

     No  failure  on the part of any Party to exercise or delay in  exercising
any right hereunder shall be deemed a waiver thereof, nor shall any single  or
partial exercise preclude any further or other exercise of such right  or  any
other right.

9.14 Knowledge Convention.

     Whenever any statement herein or in any Schedule, Exhibit, certificate or
other  documents delivered to any Party pursuant to this Agreement is made  to
the Knowledge of such Party, such Party makes such statement based upon actual
knowledge of the officers of such Party having responsibility for such matters
without conducting an independent investigation of the subject matter thereof.

9.15 REPRESENTATION BY COUNSEL; INTERPRETATION.

     Seller  and  Buyer  acknowledge that each Party has been  represented  by
counsel in connection with this Agreement and the transactions contemplated by
this Agreement.  Accordingly, any applicable rule of Law or any legal decision
that would require interpretation of any claimed ambiguities in this Agreement
against  the Party that drafted it has no application and is expressly waived.
The  provisions of this Agreement shall be interpreted in a reasonable  manner
to effect the intent of the Parties.

9.16 SPECIFIC PERFORMANCE.

     Seller  and  Buyer  acknowledge that, in view of the  uniqueness  of  the
Acquired Assets and the transactions contemplated by this Agreement, each such
Party  would not have an adequate remedy at law for money damages in the event
that  this Agreement has not been performed in accordance with its terms,  and
therefore  agrees  that  the  other  Party  shall  be  entitled  to   specific
enforcement  of the terms hereof in addition to any other remedy to  which  it
may be entitled, at law or in equity.

9.17 Severability.

     If  any  provision of this Agreement is determined to be invalid, illegal
or  unenforceable by any Governmental Entity, the remaining provisions of this
Agreement to the extent permitted by Law shall remain in full force and effect
provided   that   the  economic  and  legal  substance  of  the   transactions
contemplated  is not affected in any manner materially adverse to  any  Party.
In the event of any such determination, the Parties agree to negotiate in good
faith  to modify this Agreement to fulfill as closely as possible the original
intents  and  purposes hereof.  To the extent permitted by  Law,  the  Parties
hereby  to  the  same  extent waive any provision  of  Law  that  renders  any
provision hereof prohibited or unenforceable in any respect.

     IN  WITNESS WHEREOF, each of the Parties hereto has caused this Agreement
to  be  executed by its duly authorized officers as of the day and year  first
above written.

BUYERS UNITED, INC.



By:  _________________________________
     Theodore Stern, Chief Executive Officer

TOUCH AMERICA, INC.



By:  _________________________________
     Michael J. Meldahl
     President
     Chief Operating Officer