Exhibit No. 10.14
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 20, 2002, by and among Buyers United Inc., a Delaware corporation
("Buyer") and Touch America, Inc., a Montana corporation ("Seller").

                                   RECITALS

     WHEREAS,  pursuant to an Asset Purchase Agreement dated the  date  hereof
(the  "Asset Purchase Agreement"), the Seller has agreed to sell to the Buyer,
and  the Buyer has agreed to purchase from the Seller, the Acquired Assets (as
defined in the Asset Purchase Agreement);

     WHEREAS, the Acquired Assets will be transferred from Seller to Buyer  at
the  Final  Closing, which will not occur until after the receipt  of  certain
approvals and consents of governmental authorities; and

     WHEREAS, the Buyer desires to provide management services with respect to
the  Acquired Assets, including continued service to the Customer Accounts  of
the  Seller,  pending  receipt of all regulatory  approvals  (the  "Regulatory
Approvals");

                                   AGREEMENT

     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 Buyer on the
terms  and  conditions set forth herein, the right to service and  manage  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 each Management Date and shall expire with respect to any Acquired
Assets  upon the earlier of (a) the date of the Interim Closing pertaining  to
specific Acquired Assets, (b) the Final Closing Date, (c) termination  of  the
Asset Purchase Agreement and (c) such time as the Buyer in its sole discretion
may  determine to terminate this Agreement; provided, that the Buyer  may  not
terminate this Agreement prior to December 31, 2003.
                                  ARTICLE III
                       MANAGEMENT OF THE ACQUIRED ASSETS

     Section  3.1     Management.  Except as provided in  the  Asset  Purchase
Agreement  and the Transition Services Agreement between the Parties  of  even
date  herewith, during the Term the Buyer shall have the right to  manage  the
Acquired Assets, including, without limitation, the following:

          (a)  The Buyer shall administer all agreements and contracts for the
customers serviced under the Customer Accounts;

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

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

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

     Section 3.2    Billing, Collections and Payments.  Except as provided in
the Asset Purchase Agreement and Transition Services Agreement between the
Parties of even date herewith:

          (a)   Commencing  on  the  Effective Date, the  Buyer  shall  assume
responsibility for billing Customer Accounts for services rendered during  the
Term.   In  this connection, the Buyer shall issue invoices on behalf  of  the
Seller  in  accordance  with  the Seller' existing  billing  policies  to  the
Customer  Accounts  and  instruct such customers to make  payment  to  lockbox
account  established  by  the Parties pursuant to Section  5.3  of  the  Asset
Purchase  Agreement for collecting all payments on the Customer  Accounts  and
Seller  shall instruct all banking institutions at which it maintains accounts
to direct any customer payments on billings issued by the Buyer to the lockbox
account.

          (b)   Except  as provided in the Transition Services Agreement,  the
Buyer  also hereby agrees to pay all newly accruing actual costs and  expenses
of  providing  products and services to customers serviced under the  Customer
Accounts arising after each Management 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 its business related to  the  Acquired
Assets arising prior to each Management Date.

          (c)   Buyer shall pay to Seller during the Term an amount  equal  to
7.2  percent  of Collections payable monthly in accordance with the  procedure
set  forth  in Section 5.3 of the Asset Purchase Agreement.  On or before  the
tenth  day  of  March  2003, and on or before the  tenth  day  of  each  month
thereafter  during  the  Term,  the Buyer shall  furnish  the  Seller  with  a
statement  showing  calculation of Collections for  the  calendar  month  with
respect  to which payment is made to Seller.  All funds received in excess  of
the amount payable to Seller hereunder shall be retained by Buyer.  Upon Final
Closing under the Asset Purchase Agreement, all payments to Seller under  this
Agreement  shall  be  deemed to be, and applied to, payment  of  the  Acquired
Accounts Price.

     Section  3.3     Compliance with Applicable Laws  and  Regulations.   The
Seller  and the Buyer 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  Buyer
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  Buyer's management of the Acquired Assets  is  not  intended  to
diminish or restrict the Seller' compliance with their obligations before  the
state  regulatory commissions, and this Agreement shall not  be  construed  to
interfere  with  the Seller' ability to comply with the rules, regulations  or
directives of any governmental or jurisdictional authority with respect to its
state regulatory licenses.

     Section  3.4    Ongoing Rights and Obligations of the Seller.  The  Buyer
acknowledges  and agrees that the Seller have 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  Buyer's management of the Acquired Assets  is  not  intended  to
diminish or restrict the Seller' compliance with their obligations before  any
Governmental  Entity, and this Agreement shall not be construed  to  interfere
with  the  Seller' ability to comply with the rules, regulations or directives
of any Governmental Entity.

     Section   3.5     Access.   Buyer  shall  grant  to  Seller   and   their
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 Buyer, to all  of  the  properties,  books,
records, operating instructions and procedures, and all other information with
respect  to  Buyer's management and operation of 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 3.6    Service to Customers.  During the Term, the Buyer shall be
responsible  for  providing  a  minimum level of  care  to  Seller'  customers
serviced  under 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
Buyer shall perform the management of the Acquired Assets during the Term in a
professional  manner  consistent  with  applicable  professional  or  industry
standards.   Notwithstanding anything to the contrary contained herein  or  in
the Asset Purchase Agreement, the Buyer 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 Buyer of its obligations hereunder.

     Section 3.7    Use of Tradenames.  The Buyer shall be entitled to use the
brand  name and other trademarks of the Seller in its management and operation
of  the  Acquired Assets then being managed by the Buyer 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  Buyer.   Subject  to  the  other
provisions  of this Article V, from and after the date hereof the Buyer  shall
indemnify  and  hold  the  Sellers,  their  respective  affiliates,  officers,
directors,  shareholders, employees, trustees, attorneys  and  representatives
and  each Person who controls the Sellers 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 Buyer  to  perform  any
covenant, undertaking, agreement or other obligation of the Buyer contained in
this Agreement.

     Section 5.2    Procedure.  Each party entitled to be indemnified pursuant
to  Section  5.1  (an "Indemnitee") shall notify the Buyer in writing  of  any
action  against such Indemnitee in respect of which the Buyer  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 Buyer of any such action shall not  relieve  the
Buyer  from any liability which the Buyer may have to such Indemnitee,  except
to  the extent the Buyer shall have been materially prejudiced by the omission
of  such  Indemnitee so to notify the Buyer pursuant to this Section 5.2.   In
case  any  such action shall be brought against any Indemnitee  and  it  shall
notify  the Buyer of the commencement thereof, the Buyer shall be entitled  to
participate therein and, to the extent that the Buyer may wish, to assume  the
defense thereof, with counsel reasonably satisfactory to such Indemnitee,  and
after  notice from the Buyer to such Indemnitee of its election so  to  assume
the  defense  thereof, the Buyer 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  Buyer;
provided, however, that (i) if the Buyer 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 Buyer 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  Buyer, 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
Buyer  shall be liable for any reasonable legal or other expenses incurred  by
the  Indemnitee in connection with the defense; provided, however, that  Buyer
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.  Notwithstanding the foregoing, the
Indemnitee  may  retain or take control of the defense or  settlement  of  any
claim  the  defense  of which the Buyer has elected to control  if  Indemnitee
irrevocably  waives its right to indemnity under Section 5.1 with  respect  to
such  claim.  The Buyer 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  Buyer 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 Buyer.

     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).

     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.

     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.  Seller hereby  irrevocably  makes,
constitutes,  and  appoints  the  Buyer (and  any  of  the  Buyer's  officers,
employees, or agents designated by the Buyer) as its or their true and  lawful
attorney,  with power to (a) to sign the name of the Seller on any invoice  or
notices  to customers serviced under the Customer Accounts, (b) send  requests
for  verification  of  accounts  receivable to customers  serviced  under  the
Customer  Accounts,  (c)  endorse the Seller's  name  on  any  checks,  notes,
instruments,  and  other  items of payment that  may  come  into  the  Buyer's
possession  and  relate  to the Customer Accounts and (d)  settle  and  adjust
disputes  and  claims  respecting  accounts payable  directly  with  customers
serviced  under  the Customer Accounts, for amounts and upon  terms  that  the
Buyer determines to be reasonable, and the Buyer may cause to be executed  and
delivered any documents and releases that the Buyer determines to be necessary
pertaining thereto.  The appointment of the Buyer as the Seller' 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 Buyer.

     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 Delaware (regardless  of
the  laws that might otherwise govern under applicable Delaware 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.   Except  as
specifically  provided herein, neither party shall act or  represent  or  hold
itself out as having authority to act as an agent or partner of the other,  or
in  any way bind or commit the other Party to any obligation.  Nothing in this
Agreement  shall  be  construed or interpreted to create a partnership,  joint
venture, trust, agency, or other association of any kind, , or to make  one  a
representative of the other, or to afford any rights to any third party  other
than  as  expressly  provided herein.  Neither the Buyer  nor  the  Seller  is
authorized to bind the other to any contract, agreement or understanding.

     Section 6.13   No Representation.  Buyer acknowledges that the Seller
makes no representation or warranty regarding the Acquired Assets through this
Agreement, and that all representations and warranties of Seller are contained
in the Asset Purchase Agreement.  SELLER MAKES NO WARRANTIES WITH RESPECT TO
THE SERVICES PROVIDED BY SELLER PURSUANT TO THIS AGREEMENT AND EXPLICITLY
DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF
MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE.


BUYERS UNITED, INC.



By:  _________________________________
     Theodore Stern
     Chief Executive Officer


TOUCH AMERICA, INC.



By:  _________________________________
     Michael J. Meldahl
     President
     Chief Operating Officer