Exhibit No. 10.12
Form 10-KSB
Buyers United, Inc.
File No. 0-26917

                  ASSIGNMENT AMENDMENT AND RELEASE AGREEMENT


     THIS ASSIGNMENT AMENDMENT AND RELEASE AGREEMENT (the "Agreement") is made
and  entered into as of December 6, 2002 (the "Effective Date") by and between
13751  S.  Wadsworth  Park  Dr.,  LLC, a Delaware  limited  liability  company
("Landlord"), I-Link Incorporated, a Florida corporation ("I-Link, Inc."),  I-
Link Systems, Inc., f.k.a. I-Link Worldwide, Inc., a Utah corporation ("I-Link
Systems") and Buyers United, Inc., a Delaware corporation ("Buyers United").

                                   RECITALS:

     A.    I-Link  Systems and Landlord's predecessor in interest Draper  Land
Partnership  II,  a  Utah limited partnership, entered into  to  that  certain
Commercial Lease, dated September 11, 1996 (the "Second Floor Lease") for  the
lease  of the entire second floor (commonly known as Suite 200) of Building  D
located at 13751 South Wadsworth Park Drive, Draper, Utah 84020 ("Building D")
together  with  the appurtenant right to use, in common with  others,  certain
common areas and non-reserved parking stalls (the "Premises").

     B.    The  Second Floor Lease has been amended by (i) the First Amendment
to  Lease, dated October 24, 1996 which confirmed the rentable square  footage
and  the total annual base rent, and (ii) the Second Amendment to Lease, dated
November 1, 1998 which added Suite 110 to the Premises.

     C.    I-Link  Systems has subleased Suite 110 to Phillip  Moser,  d.b.a.,
"First  Home Info" pursuant to the Sublease Agreement,  dated October 7,  2002
("Suite 110 Sublease").

     D.    I-Link,  Inc.,  Landlord  and  Empire  Funding  Corp,  an  Oklahoma
corporation  entered  into  that  certain  Sublease  and  Amendment  to  Lease
Agreement,  dated November 30, 1999 ("First Floor Sublease")  whereby  I-Link,
Inc.  subleased Suite 130 and 140 of  Building D located at 13751  South  East
Wadsworth  Park Drive, Draper, Utah 84020 together with the appurtenant  right
to  use,  in common with others, certain common areas and non-reserved parking
stalls.

     E.    The parties hereto desire to terminate the First Floor Sublease and
assign  and amend the Second Floor Lease as previously amended and as provided
herein.

     NOW,  THEREFORE, for good and valuable consideration, and  the  covenants
and agreements set forth herein, the parties agree as follows:

     1.    Defined  Terms.   Capitalized terms used be  not  defined  in  this
Agreement  shall  have  the meaning given them in the Second  Floor  Lease  as
previously amended.

     2.    Assignment  of Suite 110 Sublease/Release of First Floor  Sublease.
Except as otherwise provided below, effective as of the Effective Date, I-Link
Systems hereby assigns its interest in the Suite 110 Sublease to Landlord  and
Landlord and I-Link Systems hereby release each other of and from any and  all
claims,  liabilities and damages arising out of or in any way related  to  the
Suite  110 Sublease.  Except as otherwise provided below, effective as of  the
Effective  Date,  Landlord and I-Link, Inc. hereby terminate the  First  Floor
Sublease  and  release each other of and from any and all claims,  liabilities
and  damages arising out of or in any way related to the First Floor Sublease.
Notwithstanding  the  foregoing, in the event the  Asset  Purchase  Agreement,
dated  December  6, 2002 between Buyers United and I-Link,  Inc.  (the  "Asset
Purchase Agreement") is terminated by Buyers United and Buyers United does not
close  the  transaction  contemplated thereby, the foregoing  assignment  with
respect  to  Suite 110 Sublease and the foregoing assignment and release  with
respect to the First Floor Sublease shall not be effective.  In such event the
Suite  110 Sublease and the First Floor Sublease shall continue in full  force
and  effect,  and shall be deemed to have continued in full force  and  effect
pursuant to the terms thereof in effect immediately prior to the execution and
delivery of this Agreement.

     3.    Assignment  and  Assumption  of  Second  Floor  Lease.   Except  as
otherwise  provided below, effective as of the Effective Date, I-Link  Systems
hereby  assigns, conveys and transfers to Buyers United all of I-Link Systems'
right,  title  and  interest in and to the Second Floor  Lease  as  previously
amended  and  as amended hereby.  Effective as of the Effective  Date,  Buyers
United  hereby  assumes  and  agrees that it will  faithfully  keep,  fulfill,
observe,  perform, pay and discharge each and every covenant, duty,  debt  and
obligation that may accrue and become performable, due or owing from and after
the  Effective  Date  by Buyers United as the tenant and sublessor  under  the
terms,  provisions  and  conditions of the Second Floor  Lease  as  previously
amended  and  as  amended hereby.  Landlord hereby consents to  the  foregoing
assignment and assumption of the Second Floor Lease as previously amended  and
as  amended  hereby.  Base Rent, Operating Expenses, utilities and  all  other
expenses of Tenant under the Second Floor Lease as previously amended  and  as
amended  hereby shall be prorated between I-Link Systems and Buyers United  as
of  the  Effective  Date.  I-Link Systems agrees to pay its prorata  share  of
utilities, operating expenses and other expenses within thirty days of written
request  of  Buyers United.  Notwithstanding the foregoing, in the  event  the
Asset Purchase Agreement is terminated by Buyers United and Buyers United does
not  close  the  transaction contemplated thereby, the  foregoing  assignment,
assumption  and consent with respect to the Second Floor Lease  shall  not  be
effective.  In such event the Second Floor Lease shall continue in full  force
and  effect,  and shall be deemed to have continued in full force  and  effect
pursuant to the terms thereof in effect immediately prior to the execution and
delivery of this Agreement.

     4.   Amendment of Second Floor Lease. Except as otherwise provided below,
effective  as  of the Effective Date, Landlord and Buyers United hereby  amend
the Second Floor Lease as follows:

          (i)  Base Rent. Base Rent as defined in the Second Floor Lease shall
     be fixed for the remainder of the lease term at Eight and 50/100 Dollars
     ($8.50) per Rentable square foot per year.

          (ii) CAM.  Tenant's prorated share of Operating Expenses shall not
     exceed Five and 50/100 Dollars ($5.50) per Rentable square foot per year.

          (iii)      Extension  of Initial Term.  Landlord and  Buyers  United
     acknowledge  and agree that the "Initial Term" of the Second Floor  Lease
     commenced on November 5, 1996 and expires on November  4, 2003.  Landlord
     and  Buyers United hereby agree to extend the Initial Term of the  Second
     Floor Lease to November 4, 2004.

          (iv)  Addition  of UPS and PBX Closet Space.  Article  1(a)  of  the
     Second Floor Lease is modified by adding the following paragraph:

     "Landlord  hereby  leases  to  Tenant,  and  Tenant  hereby  leases  from
Landlord, for the term, and subject to the same terms and conditions after set
forth,  to  each  and all of which Landlord and Tenant hereby mutually  agree,
those certain Premises, designated as  "I-Link UPS DR #108" and "I-Link Switch
Room  DR#3" (collectively the "Equipment Rooms") on the Building D  Suite  150
1st Floor Collections Customer Care space plan attached hereto as Exhibit "C",
together  with  (i)  the  right of reasonable access  thereto  during  regular
business hours, and (ii) the right of emergency or urgent access thereto on  a
twenty four (24) hour a day, seven (7) day a week basis.  It is understood and
agreed that access to the Equipment Rooms will require passage through another
tenant's  premises; accordingly Tenant shall have the right to hold a  key  to
such  other  premises,  and as such the rights of access  contemplated  hereby
shall  require Tenant's commercially reasonable efforts to (y) avoid  creating
or  causing  claims  or  losses involving persons and property;  and  (z)  not
unreasonably  disrupt or interfere with such other tenant's use and  enjoyment
of their premises. The Equipment Rooms shall form a part of the Premises."
          (iv)  Rentable Square Feet.  Landlord and Tenant hereby confirm that
     for purposes of calculating rent and expenses hereunder, there are 14,339
     Rentable square feet, consisting on the second floor of Building D.   The
     square  footage of the Equipment Room shall not be deemed to be  Rentable
     square  footage  and  shall not be taken into  account  for  purposes  of
     calculating rent and expenses hereunder.

          (v)  Parking Stalls.  Landlord and Tenant hereby confirm that Tenant
     has  the right to use, in common with others, sixty two (62) non-reserved
     parking stalls in the parking lots surrounding Building D.

          (vi)  Change  of  Notice.   From and after the  Effective  Date  all
     notices  sent or required to Buyers United or I-Link Systems   pertaining
     to the Second Floor Lease shall be sent as follows:

          If to Buyers United:

          Buyers United, Inc.
          4870 Pony Express Road
          Bluffdale, Utah  84065
          Attn: Paul Jarman, Executive Vice President
          If to I-Link Systems:

          I-Link Systems, Inc.
          13751 South Wadsworth Park Drive, Suite 200
          Draper Utah, 84020
          Attn: Chief Accounting Officer or Chief Financial Officer

          (vii)      Security Deposit.  Paragraph 33 of the Second Floor Lease
     shall be amended and restated in its entirety to read as follows:

          "Tenant  shall  deposit  with  Landlord  upon  the  closing  of  the
     transaction  contemplated  by  the Asset Purchase  Agreement  a  security
     deposit  in  the  amount  of  $10,156.79 (the "Security  Deposit").   The
     Security  Deposit shall be held by Landlord as security for the  faithful
     performance  by  Tenant  of all of the provisions  of  the  Lease  to  be
     performed or observed by Tenant.  In the event Tenant fails to perform or
     observe any of the provisions of the Lease to be performed or observed by
     it,  then at the option of the Landlord, Landlord may (but shall  not  be
     obligated to do so) apply the Security Deposit, or so much thereof as may
     be  necessary to remedy such default or to repair damages to the Premises
     caused  by  Tenant.   In the event Landlord applies any  portion  of  the
     Security Deposit to remedy any such default or to repair damages  to  the
     Premises  caused by Tenant, Tenant shall pay to Landlord,  within  thirty
     (30)  days after written demand for such payment by Landlord, all  monies
     necessary to restore the Security Deposit up to the original amount.  Any
     portions of the Security Deposit remaining upon termination of the  lease
     shall be returned."

          Notwithstanding the foregoing amendments to the Second Floor  Lease,
     in the event the Asset Purchase Agreement is terminated and Buyers United
     does  not  close  the  transaction contemplated  thereby,  the  foregoing
     amendments  to  the Second Floor Lease shall not be effective.   In  such
     event the Second Floor Lease shall continue in full force and effect, and
     shall  be  deemed to have continued in full force and effect pursuant  to
     the  terms  thereof  in  effect immediately prior to  the  execution  and
     delivery of this Agreement.

          4.   Security Deposits.

          (i).  Second  Floor Lease.  Landlord and I-Link Systems  acknowledge
     and  agree  that  the certificates of deposit constituting  the  Security
     Deposit  under  the  Second  Floor Lease as amended  have  been  redeemed
     pursuant  to the terms of the Agreement Regarding Certificate of  Deposit
     and  the  documents related thereto and that no security Deposit  remains
     in  Landlord's  possession  with  respect  to  the  Second  Floor  Space.
     Landlord  and  I-Link Systems acknowledge and agree that  I-Link  Systems
     has  deposited $971.18 with Landlord pursuant to the Second  Floor  Lease
     as  amended  in connection with Suite 110.  I-Link Systems  and  Landlord
     further  acknowledge and agree that I-Link Systems shall not be  entitled
     to  the  return  or  refund of such security deposit and  I-Link  Systems
     hereby  waives any right to receive the return or refund of such  deposit
     made with respect to Suite 110.

          (ii).First  Floor  Sublease.  I-Link, Inc. and Landlord  acknowledge
     and  agree  that I-Link, Inc. has deposited $12,338.17 with the  Landlord
     pursuant to the First Floor Sublease.  I-Link, Inc. and Landlord  further
     acknowledge  and  agree that I-Link, Inc. shall not be  entitled  to  the
     return  or refund of such security deposit and I-Link, Inc. hereby waives
     any  right  to  receive the return or refund of such  deposit  made  with
     respect to the First Floor Sublease.

     5.    Representations,  Warranties, Covenants.  I-Link,  Inc  and  I-Link
Systems  each  represent, warrant and covenant, as applicable, that:  (i)  the
execution, delivery and performance of this Agreement by each of them has been
duly authorized by all necessary corporate action; (ii) no consent or approval
of  any third party is required as a condition to the execution, delivery  and
performance by the I-Link, Inc. or I-Link Systems of the terms and  provisions
of this Agreement; (iii) Except for those matters of public record which might
be construed as I-Link, Inc.'s or I-Link Systems' admission of an inability to
pay  its debts as they become due, neither is  in default under the terms  and
conditions  of  the Second Floor Lease or the First Floor Sublease,  including
but  not  limited  to (a) their respective obligations to  pay  rent  and  any
additional rent pursuant to such lease or sublease; (b) I-Link, Inc.'s and  I-
Link  Systems' respective obligations to pay for any alterations  pursuant  to
the  Second Floor Lease and the First Floor Sublease and to keep the  property
subject  to such lease and sublease and the premises thereunder free from  any
mechanics and materialmens' liens arising out of any work performed, materials
purchased or obligations incurred.

     Landlord  represents, warrants and covenants that: (i) Landlord  has  not
assigned  or otherwise transferred its interest in the Second Floor  Lease  or
the First Floor Sublease to any third party, (ii) except as may be required by
Landlord's current lender and as contemplated by paragraph 8 below, no consent
or  approval  of any third party is required as a condition to the  execution,
delivery and performance by the Landlord of the terms and provisions  of  this
Agreement,  (iii)  except  as  provided in  subparagraph  (iii)  in  the  next
preceding paragraph, Landlord has no knowledge of any default under the Second
Floor Lease or the First Floor Sublease or any event that, with the passage of
time, would constitute an event of default under the Second Floor Lease or the
First Floor Sublease, (iv) Landlord shall hold Buyers United harmless from and
against  any  default, cost, loss or expense under the Second Floor  Lease  as
amended  and  as  hereby amended that occurred or was incurred  prior  to  the
Effective  Date; and (v) Landlord will use good faith efforts  to  obtain  the
Lender Approval (as defined in paragraph 8 below) within 30 days following the
date the all of the parties hereto have executed and delivered this Agreement.

     Buyers  United  represents, warrants and covenants  that  no  consent  or
approval  of  any  third party is required as a condition  to  the  execution,
delivery and performance by Buyers United of the terms and provisions of  this
Agreement.

     6.   Default.  In the event of a default or breach by any party hereto of
the terms and provisions of this Agreement, the nondefaulting party or parties
shall  be  entitled  to  any and all remedies allowed at  law  or  in  equity,
including,  but not limited to, specific performance, the payment of  any  and
all damages, costs and expenses incurred by the nondefaulting party or parties
arising out of or related to the default and or breach of this Agreement,  and
the reimbursement of any and all legal and attorneys' fees, costs and expenses
incurred  by  the  nondefaulting party or parties in  enforcing  their  rights
hereunder.

     7.    Counterpart/Fax Execution.  This Agreement may be (i)  executed  in
two  or  more counterpart copies, which together shall constitute one and  the
same agreement; and (ii) executed and delivered by facsimile transmission, and
the  signatures so delivered shall constitute original signatures for purposes
of this Agreement.

     8.     Lender  Approval.   Landlord's  execution  and  delivery  of  this
Agreement  is  made  subject to Landlord's receipt  of  its  lender's  written
consent  and  approval  of the terms and provisions  of  this  Agreement  (the
"Lender  Approval").   As such, this Agreement shall  only  be  effective  and
binding upon Landlord following Landlord's receipt of the Lender Approval.

     IN  WITNESS WHEREOF, the parties have executed this Agreement as  of  the
date set forth below, to be effective as of the Effective Date.

                              I-Link Incorporated, a Florida corporation



                              By:
                              Its:


                              Dated: ______________, 2003.

                              I-Link Systems, Inc.  a Utah corporation



                              By:
                              Its:


                              Dated: ______________, 2003.


                              13751  S.  Wadsworth Park Dr., LLC,  a  Delaware
                              limited liability company



                              By:
                              Its:


                              Dated: ______________, 2003.



                              Buyers United, Inc., a Delaware corporation



                              By:
                              Its:


                              Dated: ______________, 2003.