Exhibit No. 10.17
Form 10-KSB
Buyers United, Inc.
File No. 0-26917

                                PROMISSORY NOTE

THIS  PROMISSORY  NOTE HAS BEEN ACQUIRED FOR INVESTMENT FOR THE  HOLDER'S  OWN
ACCOUNT AND NOT WITH A VIEW TO OR FOR SALE IN CONNECTION WITH ANY DISTRIBUTION
OF SECURITIES.  THE SECURITIES HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE
SECURITIES  ACT  OF  1933, AS AMENDED ("SECURITIES ACT") OR  UNDER  ANY  STATE
SECURITIES LAWS ("BLUE SKY LAWS").  AN OFFER TO SELL OR TRANSFER OR  THE  SALE
OR  TRANSFER  OF  THESE  SECURITIES IS UNLAWFUL UNLESS  MADE  PURSUANT  TO  AN
EFFECTIVE   REGISTRATION  STATEMENT  OR  PERMIT,  AS  APPLICABLE,  UNDER   THE
SECURITIES  ACT  OR  APPLICABLE BLUE SKY LAWS  OR  UNLESS  AN  EXEMPTION  FROM
REGISTRATION AND/OR QUALIFICATION UNDER THE SECURITIES ACT AND APPLICABLE BLUE
SKY  LAWS  IS AVAILABLE OR AN OPINION OF COUNSEL, OR OTHER EVIDENCE REASONABLY
SATISFACTORY  TO  THE COMPANY, IS PROVIDED TO THE COMPANY TO THE  EFFECT  THAT
SUCH  REGISTRATION OR QUALIFICATION IS NOT REQUIRED UNDER THE  SECURITIES  ACT
AND APPLICABLE BLUE SKY LAWS.


Amount Advanced: $________________________             Dated: ____________


          FOR  VALUE  RECEIVED,  the undersigned, Buyers  United,  Inc.,  a
     Delaware  corporation ("Debtor"), promises to  pay  to  the  order  of
     ______________________________________________   or    its    assignee
     ("Lender"),          the          principal           sum           of
     $________________________________________________  (the   "Advances"),
     pursuant  to  Section 3 of this Promissory Note (the or this  "Note"),
     from the date first written above (the "Execution Date").  This is one
     of   a   series  of  Notes  in  the  aggregate  principal  amount   of
     $_________________ (the "Series").

1.   Fixed Interest.

     Fixed  interest shall accrue on the outstanding principal amount  of  the
Note at the rate of ten percent (10%) per annum.

2.   Computation.

     Accrued  Fixed Interest shall be computed on the basis of a three hundred
and sixty-five (365) day year, based on the actual number of days elapsed.

3.   Principal and Fixed Interest Payments. Loan Provisions.

     Debtor   has   purchased   customer  accounts   (the   "Accounts")   from
__________________  (the "Seller") as described in that certain  "Confidential
Offering Summary" dated December 12, 2002 (the "Summary"). Debtor will  bundle
the  Accounts,  from  which it will make payments  to  Lender  solely  out  of
Collected Revenues.  For purposes of this Note, "Collected Revenues" means all
revenues actually collected in a calendar month on the bundled Accounts,  less
taxes,  PICC charges, late fees and penalties.  Payments on this Note will  be
made out of the Collected Revenues as follows:

     First,  to the payment of accrued interest as of the end of each calendar
month  for which there are Collected Revenues, which payment will be  made  by
the 10th day of the following calendar month; and

     Second,  an  additional ten percent (10%) of Collected Revenues  for  the
preceding calendar month (the "Additional Payment") will be paid by  the  10th
day  of each calendar month to each Lender holding Notes in the Series in  the
proportion  that  the outstanding principal amount of the Note  held  by  each
Lender  bears  to  the aggregate outstanding principal of  all  Notes  in  the
Series.

     After  the aggregate amount of the Additional Payments made on the Series
pays  in  full the aggregate principal amount of the Notes in the Series,  the
Debtor  will  make supplemental Additional Payments ("Supplemental  Additional
Payments")  by  the  10th day of each calendar month equal  to  five  (5%)  of
Collected  Revenues  for  the  preceding calendar  month.   Such  Supplemental
Additional  Payments  will be to each Lender in the  proportion  the  original
principal  of  the  Lender's Note bears to the original aggregate  outstanding
principal of all Notes in the Series.

4.   Designated Places of Payment.

     The Advances and interest due hereunder is payable in lawful money of the
United States of America, in immediately available funds, at such place as may
be designated by the parties.

5.   Usury Matters.

      It  is  expressly stipulated and agreed to be the intent of  Debtor  and
Lender  to  comply with at all times, the applicable state law  governing  the
maximum  rate or amount of interest payable on the Note (or applicable federal
law  to  the extent that it permits the Lender to contract for, charge,  take,
reserve  or  receive a greater amount of interest than under applicable  state
law).  In  the  event the applicable law is judicially interpreted  so  as  to
render  usurious  any  amount called for under the  Note  or  contracted  for,
charged, taken, reserved or received with respect to such indebtedness, or  if
Lender's exercise of his, her or its option to accelerate the maturity of  the
Note,  or  if  any  prepayment by Debtor results in  Debtor  having  paid  any
interest in excess of that permitted by applicable law, then it is the express
intent of both Debtor and Lender that all excess amounts theretofore collected
by  Lender be credited to the principal balance of the Note (or, if this  Note
has  been or would thereby be paid in full, refunded to Debtor).  In the event
such  judicial interpretation is applied to this Note, the provisions of  this
Note   shall   immediately  be  deemed  amended  and  the  amounts  thereafter
collectible hereunder reduced, without the necessity of the execution  of  any
new,  or  amendment  to  any existing, document, so  as  to  comply  with  the
applicable law, but so as to permit the recovery of the fullest amount legally
permitted.

6.   Waivers.

      Except as set forth elsewhere herein, Debtor, for itself and its legal
representatives,  successors,  and assigns,  expressly  waives  presentment,
protest,  demand,  notice  of  dishonor, notice  of  nonpayment,  notice  of
maturity,  notice  of  protest, notice of intent to  accelerate,  notice  of
acceleration,  presentment  for the purpose of  accelerating  maturity,  and
diligence in collection.

7.   Default Provisions

     The occurrence of one or more of the following events shall constitute an
event of default of this Agreement:

     7.1   Nonpayment.  The nonpayment of any principal or interest by  Debtor
on  the Note when the same becomes due and payable and available which is  not
cured within Twenty (20) days of the due date; provided, that a failure to pay
interest  due as a result of a lack of sufficient Collected Revenues  to  make
the payment of interest in full is not a payment default.

     7.2   Bankruptcy.   The  entry of a decree or order  by  a  court  having
appropriate  jurisdiction  adjudging  Debtor  a  bankrupt  or  insolvent,   or
approving  as properly filed a petition seeking reorganization or  liquidation
of  Debtor under the Federal Bankruptcy Act or any other applicable federal or
state law, or appointing a receiver, liquidator, assignee or trustee over  any
substantial  portion  of the Debtor's property or Collateral,  as  defined  in
Section  6, or ordering the winding up or liquidation of its affairs, and  the
continuance of any such decree or order unstayed and in effect for a period of
sixty (60) consecutive days.

     7.3  Involuntary Bankruptcy.  The institution by Debtor of proceedings to
be  adjudicated  a  bankrupt  or insolvent,  or  the  consent  by  it  to  the
institution of bankruptcy or insolvency proceedings against it, or the  filing
by  it  of  a petition or answer or consent seeking reorganization  or  relief
under the Federal Bankruptcy Act or any other applicable federal or state law,
or consent by it to the filing of any such petition or to the appointment of a
receiver, liquidator, assignee or trustee of the Debtor, shall become  subject
to  the jurisdiction of a federal bankruptcy court or similar state court,  or
if  Debtor  shall make an assignment for the benefit of its creditors,  or  if
there is an attachment, receivership, execution or other judicial seizure,  or
if  there  is an admission in writing by Debtor of its inability  to  pay  its
debts  generally  as  they become due, or the taking of  corporate  action  by
Debtor in furtherance of any such action.

     7.4   Failure  to Comply.  Debtor's failure to comply with  any  material
term, obligation, covenant, or condition contained in this Note, within twenty
(20)  days  after  receipt of written notice from the  Lender  demanding  such
compliance.

     7.5   Misrepresentation.  Any warranty, covenant, or representation  made
to  Lender  by  Debtor under this Note, or any related agreement  executed  in
connection  with  this  Offering, proves to have been false  in  any  material
respect when made or furnished.

      7.6  Seizure.  Any levy, seizure, attachment, lien, or encumbrance  of
or  on  the  Revenue Pool, other than those existing as of the date  hereof,
which is not discharged by Debtor within ten (10) days,

      7.7  For purposes of section 7.4, 7.5, 7.6, and 7.7, default shall occur
only upon the approval of a majority in interest of the outstanding Notes.

8.   Cure.

     Debtor shall be provided a period of thirty (30) days from the date of an
event of default, as defined in Section 7 hereinabove, to cure a default.   In
the  event Debtor fails to cure any default within such time period, including
the  payment of all costs and expenses provided for in this Note,  Lender  may
immediately enforce any and all rights provided to him under this Note.

9.   Acceleration, Attorneys' Fees.

     At  the option of the Lender, and without demand or notice, all principal
and any unpaid interest shall become immediately due and payable upon an event
of  default  as set forth in Section 7 hereinabove.  Any reasonable attorneys'
fees  and other expenses incurred by the Lender in enforcing any of its rights
hereunder  or from a bankruptcy filing relating to the Debtor, or any  of  the
other  events  described in Section 7 hereinabove, shall be deemed  additional
indebtedness  of  the Debtor and added to the principal amount  of  the  Note,
irrespective of whether Lender files suit against Debtor.

10.  Section Headings.

     Headings  and  numbers have been set forth for convenience only.   Unless
the  contrary  is  compelled by the context, the language set  forth  in  each
paragraph applies equally to the entire Note.

11.  Amendments in Writing.

     This  Note may only be changed, modified or amended in writing signed  by
the Parties.

12.  Choice of Law.

     The  Note  and all transactions hereunder and evidenced hereby  shall  be
governed by, construed under, and enforced in accordance with the laws of  the
State of Utah.





Made and Executed in Bluffdale, Utah

Buyers United, Inc.


______________________________________
By:  Paul Jarman
Its:  President