Exhibit No. 10.16
Form 10-KSB
Buyers United, Inc.
File No. 0-26917

                               WARRANT AGREEMENT

                              BUYERS UNITED, INC.

                          Warrant for the Purchase of
                            Shares of Common Stock
                               Par Value $0.0001

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

      This  is to certify that, for value received ____________ (the "Holder")
is entitled to purchase from BUYERS UNITED, INC. (the "Company"), on the terms
and  conditions  hereinafter set forth, all or any part of ___________  shares
("Warrant  Shares")  of  the Company's common stock, par  value  $0.0001  (the
"Common  Stock"),  at  the purchase of $2.50 per share  or  the  lowest  price
provided to any third party individual or entity in the three (3) months prior
to  the  last  "Closing," defined hereinafter (this or  the  "Warrant").  Upon
exercise  of  this Warrant in whole or in part, a certificate for the  Warrant
Shares so purchased shall be issued and delivered to the Holder.  If less than
the total warrant is exercised, a new warrant of similar tenor shall be issued
for the unexercised portion of this Warrant.  By acceptance hereof, the Holder
agrees to be bound by the terms and conditions of this Warrant.

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

1.   This  Warrant has vested and is exercisable immediately and  through  the
     period ending 5:00 p.m. Salt Lake City time, two (2) years from the
     "Closing," as  defined in paragraph 10 of that certain "Loan Agreement,"
     (the  "Loan Agreement"), executed on even date herewith by the Company
     and Holder) (the "Exercise Period").  In order to exercise this Warrant
     with respect to all or any  part  of  the Warrant Shares for which this
     Warrant is at  the  time exercisable, Holder (or in the case of exercise
     after Holder's death, Holder's executor, administrator, heir or
     legatee, as the case may be) must take the following actions:

     (a)   Deliver  to the Corporate Secretary of the Corporation an  executed
     notice  of exercise in substantially the form of notice attached to  this
     Agreement (the "Exercise Notice") in which there is specified the  number
     of Warrant Shares which are to be purchased under the exercised warrant.

     (b)   Pay  the  aggregate Warrant Price for the purchased shares  through
     full payment in cash or by check made payable to the Corporation's order

     (c)  Furnish to the Corporation appropriate documentation that the person
     or  persons exercising the Warrant (if other than Holder) have the  right
     to exercise this Warrant.

     (d)   For purposes of this Agreement, the Exercise Date shall be the date
     on  which the executed Exercise Notice shall have been delivered  to  the
     Company.   Except  to  the  extent  the  sale  and  remittance  procedure
     specified  above  is  utilized in connection with the  warrant  exercise,
     payment of the Warrant Price for the purchased shares must accompany such
     Exercise Notice.

     (e)   Upon  such  exercise,  the Company shall  issue  and  cause  to  be
     delivered  with  all reasonable dispatch (and in any event  within  three
     business  days  of  such exercise) to or upon the written  order  of  the
     Holder  at  its address, and in the name of the Holder, a certificate  or
     certificates  for  the number of full Warrant Shares  issuable  upon  the
     exercise   together  with  such  other  property  (including  cash)   and
     securities  as  may  then  be  deliverable  upon  such  exercise.    Such
     certificate or certificates shall be deemed to have been issued  and  the
     Holder  shall be deemed to have become a holder of record of such Warrant
     Shares as of the Exercise Date.

2.   The  Warrant Shares have not and may not be registered as of the date  of
     exercise of this Warrant under the Securities Act or the securities  laws
     of  any  state.  This Warrant and the Warrant Shares issuable on exercise
     of  the  Warrant,  when  and  if  issued,  are  and  may  be  "restricted
     securities"  as  defined in Rule 144 promulgated by  the  Securities  and
     Exchange  Commission  and must be held indefinitely  unless  subsequently
     registered  under  the  Securities Act and  any  other  applicable  state
     registration   requirements,  or  an  exemption  from  such  registration
     requirements for resale is available.  The Warrant Shares carry one piggy
     back  registration right. Other than the foregoing, the Company is  under
     no  obligation  to  register the securities under the Securities  Act  or
     under  applicable state statutes.  In the absence of such a  registration
     or  an  available exemption from registration, sale of the Warrant Shares
     will be prohibited for not less than one (1) year following exercise  and
     until  the  Holder receives a Letter of Opinion from the Company  stating
     the  Holder's decision to sale said Warrant Shares is in compliance  with
     the  terms  of  sale under Rule 144.   The Holder shall  confirm  to  the
     Company  the  representations  set forth above  in  connection  with  the
     exercise of all or any portion of this Warrant.

3.   The  number  of  Warrant Shares purchasable upon  the  exercise  of  this
     Warrant  and  the Warrant Price per share shall be subject to  adjustment
     from  time  to  time subject to the following terms.  If the  outstanding
     shares  of Common Stock of the Company are increased, decreased,  changed
     into or exchanged for a different number or kind of shares of the Company
     through   reorganization,   recapitalization,   reclassification,   stock
     dividend,  stock  split  or  reverse stock  split,  the  Company  or  its
     successors  and  assigns  shall  make an  appropriate  and  proportionate
     adjustment  in  the  number or kind of shares, and the per-share  Warrant
     Price  thereof,  which may be issued to the Holder under  this  Agreement
     upon  exercise  of  the Warrants granted under this  Agreement.   If  any
     capital   reorganization  or  reclassification  of   Common   Stock,   or
     consolidation  or merger of the Company with another corporation  or  the
     sale  of  all  or substantially all of its assets to another  corporation
     shall  be  effected in such a way that holders of Common Stock  shall  be
     entitled  to receive stock, securities, or assets with respect to  or  in
     exchange  for  Common Stock, then, as a condition of such reorganization,
     reclassification,   consolidation,  merger  or  sale,   lawful   adequate
     provisions  shall  be  made  whereby the Holder  of  this  Warrant  shall
     thereafter have the right to acquire and receive on exercise hereof  such
     shares  of  stock, securities, or assets as would have been  issuable  or
     payable (as part of such reorganization, reclassification, consolidation,
     merger  or  sale)  with  respect to or in exchange  for  such  number  of
     outstanding  shares  of  Common Stock as  would  have  been  received  on
     exercise   of   this  Warrant  immediately  before  such  reorganization,
     reclassification,  consolidation, merger or  sale.   In  any  such  case,
     appropriate  provision  shall be made with  respect  to  the  rights  and
     interests  of  the Holder of this Warrant to the end that the  provisions
     hereof shall thereafter be applicable in relation to any shares of stock,
     securities,  or  assets thereafter deliverable on the  exercise  of  this
     Warrant.  The Company will not effect any such consolidation, merger,  or
     sale  unless  prior to the consummation thereof the successor corporation
     resulting from such consolidation or merger or the corporation purchasing
     such  assets  shall assume, by written instrument mailed or delivered  to
     the  Holder  hereof at its last address appearing on  the  books  of  the
     Company,  the obligation to deliver to such Holder such shares of  stock,
     securities,  or  assets as, in accordance with the foregoing  provisions,
     such Holder may be entitled to acquire on exercise of this Warrant.   The
     purchase rights represented by this Warrant shall not be exercisable with
     respect to a fraction of a share of Common Stock.  Any fractional  shares
     of  Common  Stock  arising from the dilution or other adjustment  in  the
     number  of  shares  subject to this Warrant shall be rounded  up  to  the
     nearest whole share.

4.   The  Company  covenants and agrees that all Warrant Shares which  may  be
     delivered upon the exercise of this Warrant will, upon delivery, be  free
     from  all taxes, liens, and charges with respect to the purchase thereof;
     provided, that the Company shall have no obligation with respect  to  any
     income tax liability of the Holder.

5.   The Company agrees at all times to reserve or hold available a sufficient
     number  of  shares of Common Stock to cover the number of Warrant  Shares
     issuable  upon the exercise of this and all other warrants of like  tenor
     and other convertible securities then outstanding.

6.   This Warrant shall not entitle the Holder hereof to any voting rights  or
     other  rights  as  a shareholder of the Company, or to any  other  rights
     whatsoever, except the rights herein expressed, and no dividends shall be
     payable  or accrue in respect of this Warrant or the interest represented
     hereby  or the Warrant Shares purchasable hereunder until or unless,  and
     except to the extent that, this Warrant shall be exercised.

7.   The  Company may deem and treat the registered owner of this  Warrant  as
     the  absolute owner hereof for all purposes and shall not be affected  by
     any notice to the contrary.

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

9.   This Agreement shall be governed by and construed in accordance with  the
     internal  laws of the state of Utah, without regard to the principles  of
     conflicts of law thereof.

10.  In  case this Warrant shall be mutilated, lost, stolen, or destroyed, the
     Company  may  at  its  discretion  issue  and  deliver  in  exchange  and
     substitution for and on cancellation of the mutilated Warrant, or in lieu
     of  and  substitution for the Warrant lost, stolen, or destroyed,  a  new
     Warrant  of like tenor and representing an equivalent right or  interest;
     but only on receipt of evidence satisfactory to the Company of such loss,
     theft,  or destruction of this Warrant and indemnity satisfactory to  the
     Company.   The  Holder  shall  also comply  with  such  other  reasonable
     regulations  and  pay such other reasonable charges as  the  Company  may
     prescribe.

11.  This  Agreement  shall  be binding on and inure to  the  benefit  of  the
     Company  and the person to whom a warrant is granted hereunder, and  such
     person's    heirs,   executors,   administrators,   legatees,    personal
     representatives, assignees, and transferees.

12.  For  purposes of the Warrant's Exercise Period, the following  definition
     of  the "Closing" (the "Closing") referenced in paragraph 1 hereof  shall
     apply: On even date herewith, the Company and the Holder entered into the
     Loan  Agreement, which Loan Agreement defines a term "Closing" in section
     9  thereof. The Closing for purposes of this Warrant Agreement shall have
     the  same definition as the term "Closing" as defined in section 9 of the
     Loan Agreement.




     IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by
the signature of its duly authorized officer on this _____________, 2002

BUYERS UNITED, INC.


____________________________________

By: Paul Jarman
Its: Chief Operating Officer