BUYERS UNITED INC
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>5
<FILENAME>ex10-3_0304.txt
<TEXT>
Form 8-K
Exhibit 10.3
Buyers United, Inc., File No. 0-26917

                      RECONCILLIATION AND RELEASE AGREEMENT

     THIS  RECONCILLIATION AND RELEASE AGREEMENT is entered into this 9th day of
March 2004 by and between

            Buyers United Inc., a Delaware corporation ("Buyers")

            And

            Counsel Corporation, an Ontario corporation
            Counsel Communications LLC, (formerly known as Counsel
              Springwell Communications LLC) a Delaware limited liability
              company
            I-Link Incorporated, (now known as Acceris Communications Inc.)
              a Florida corporation ("I-Link")
            I-Link Communications, Inc., a Utah corporation ("ILC")
            (collectively the "Counsel Group")

                                 R E C I T A L S

     WHEREAS,  Buyers,  I-Link and ILC entered into an Asset Purchase  Agreement
dated December 6, 2002 (the "Asset Purchase Agreement") pursuant to which Buyers
purchased certain assets of I-Link and ILC, and Software License Agreement dated
December  6, 2002  ("License  Agreement")  pursuant to which  Buyers  acquired a
paid-up, non-exclusive, perpetual, non-transferable,  worldwide license to make,
have made, and use the intellectual property set forth therein.

     WHEREAS,  Buyers, I-Link, and ILC entered into the Closing Memorandum dated
April  30,  2003  ("Closing  Memorandum")  providing  for  the  closing  of  the
transactions  contemplated  by  the  Asset  Purchase  Agreement  and  containing
additional terms relating to the transition of the assets acquired by Buyers and
resolution of open accounts;

     WHEREAS,  Buyers,  I-Link,  and ILC entered into the Escrow Agreement dated
April 30, 2003 ("I-Link Escrow Agreement")  pursuant to Section 8.1 of the Asset
Purchase  Agreement  that  provides for the escrow of 25,000  shares of Series B
Preferred Stock for the satisfaction of indemnification claims of Buyers;

     WHEREAS,  Buyers,  I-Link,  and ILC desire to resolve the final outstanding
accounts and offsets  arising from the  transition of the assets  acquired under
the Asset Purchase  Agreement to Buyers,  Buyers and the Counsel Group desire to
release  each other from any  further  claims and effect a release of the I-Link
Escrow Agreement,  and the parties have reached additional  agreements regarding
the stock ownership of I-Link in Buyers;

     NOW,   THEREFORE,   in  consideration  of  the  foregoing  and  the  mutual
representations,  warranties,  covenants and agreements  contained  herein,  the
parties hereto hereby agree as follows:



<PAGE>


1.   Reconciliation of Accounts.

     (a) I-Link acknowledges that Buyers has paid and reimbursed to ILC the rent
deposit for the office space located at 13751 South Wadsworth Park Drive,  Suite
200, Draper, Utah.

     (b) Within five days following the date of this  Agreement  Buyers will pay
to ILC  $3,600  cash in  reimbursement  for the  credit  amounts  issued  on the
November and December 2002 invoices paid by I-Link to Level 3 Communications.

     (c) I-Link will pursue  resolution  of the dispute  with Compaq under Lease
Equipment  Schedule  546328,  which is part of the Master  Lease  Agreement  No.
537982.  Upon achieving an agreement for resolving this dispute  satisfactory to
I-Link,  I-Link will send a written  notice to Buyers  containing  a copy of the
letter, agreement, or other document between I-Link and Compaq that memorializes
the terms of the agreement ("Compaq Agreement").  Within five days following the
receipt of the notice,  Buyers  shall pay to I-Link  one-half of the  settlement
amount set forth in the Compaq Agreement in cash;  provided,  however,  that the
total amount paid by Buyers to I-Link shall not exceed $47,132.13.

     (d) All other  accounts,  charges,  and offsets (other than those set forth
above),  including,  but not limited to,  those items  identified  in the letter
dated October 24, 2003, from Paul Jarman to Ted Stern, shall be satisfied by the
payment  from Buyers to I-Link of $87,828 in cash.  Payment of this amount shall
be paid in cash by Buyers to I-Link by March 31, 2004.

     (e) Concurrently with the execution of this Agreement, I-Link is delivering
to  Buyers  three  original  copies of a duly  executed  Consent  to  Assignment
(attached  hereto) that authorizes and effects  transfer of $110,000 of deposits
currently held by Level 3 Communications  to and for the account of Buyers,  and
I-Link shall  thereby  acknowledge  that it has no further  claim to or interest
therein.

2.   Series B Preferred Stock.

     (a) Upon the  execution  and delivery of this  Agreement  the I-Link Escrow
Agreement  shall  terminate,  and Buyers shall issue  instructions to the escrow
agent under those  agreements to release and deliver out of escrow all shares of
Series B Preferred Stock held in escrow under the I-Link Escrow Agreement.

     (b)  Concurrently  with the  execution  of this  Agreement  by the parties,
I-Link is  tendering  to Buyers  for  conversion  to common  stock of Buyers all
shares of Series B Preferred Stock registered in the name of I-Link,  and Buyers
agrees and  acknowledges  that  effective on the date of such  conversion  it is
obligated to pay to I-Link all dividends accrued through that date in accordance
with the terms of the Series B Convertible  Preferred  Stock.  By virtue of such
conversion,  Buyers shall issue and deliver to I-Link a certificate  for 750,000
shares of common stock, and shall issue and deliver the remaining 750,000 shares
of common stock issuable on conversion in accordance with paragraph 2(c), below.

     (c)  Concurrently  with the execution and delivery of this Agreement by the
parties,  I-Link is signing and  delivering the  Securities  Purchase  Agreement

                                       2

<PAGE>

dated March 10, 2004, to which Buyers,  I-Link,  and the Investors named therein
are all  parties  (the  "Purchase  Agreement").  Pursuant  to the  terms  of the
Purchase  Agreement,  I-Link  authorizes  and instructs  Buyers and its transfer
agent to issue and deliver 750,000 shares of common stock issuable on conversion
of I-Link's Series B Preferred Stock (the "Selling  Stockholder  Shares") to the
Investors  pursuant  to the sale of such  shares to the  Investors  as  provided
therein,  and to that end I-link is delivering  to Buyers with this  Agreement a
duly executed stock power, with Medallion signature  guarantee,  for purposes of
effecting such sale.  Buyers  covenants and agrees that it will not authorize or
permit the  distribution  of any of the  proceeds  from the sale of the  Selling
Stockholder Shares nor the delivery of any of the Selling  Stockholder Shares to
the  purchasers  unless the purchase  price for the Selling  Stockholder  Shares
(less  the  amount  of any  sales  commission  payable  by I-link on sale of the
Selling  Stockholder  Shares) is sent from escrow by wire transfer to an account
designated  by I-Link  at the same  time any  funds are sent from  escrow to the
Company  from the sale of any of its  shares of common  stock to the  Investors.
I-Link  acknowledges  and agrees  that it is  obligated  to pay to Roth  Capital
Partners,  LLC a sales  commission  equal to 5.5% of the gross proceeds  derived
from the sale of the Selling Stockholder Shares.

     (d) [Reserved]

     (e) With  respect to the 750,000  shares of common  stock  issued to I-Link
under paragraph 2(b),  above, and 58,546 shares of common stock issued to I-Link
as  dividends  on its  shares  of Series B  Preferred  Stock  (collectively  the
"Registrable  Shares"),  Buyers  grants to  I-Link  the  right to  register  the
Registrable  Securities  for sale under the  Securities Act of 1933 on the terms
set forth in the  Registration  Rights  Agreement  attached  as Exhibit A to the
Purchase  Agreement  (the  "Registration  Agreement").   Concurrently  with  the
execution and delivery of this  Agreement by the parties,  I-Link is signing and
delivering  to Buyers  the  Registration  Agreement,  and  Buyers  will sign and
deliver to I-Link, and will be bound by the terms of, the Registration Agreement
on the  Closing  Date  under the  Purchase  Agreement  at the same  time  Buyers
delivers the Registration Agreement to each of the Investors that are a party to
the Purchase Agreement.

     (f) All shares of Buyers common stock issued under this Agreement currently
are  "restricted  securities"  with the  meaning of Rule 144  adopted  under the
Securities Act of 1933. Buyers acknowledges that the Rule 144 restriction period
for the common stock issued under this  Agreement  began on May 1, 2003.  I-Link
represents  that  it is an  accredited  investor  within  the  meaning  of  Rule
501(a)(3) of Regulation D promulgated  under the  Securities Act of 1933, and is
acquiring  Buyers common stock for its own account for investment  purposes only
and not with a view to or for sale in connection with the distribution thereof.

3.   Mutual Release.

     (a) In exchange for the  consideration  stated herein,  that being good and
valuable consideration,  the Counsel Group, jointly and severally, and on behalf
of each of their respective affiliates, successors, and assigns, agrees to fully
and  forever  release and  discharge  Buyers and its  subsidiaries,  affiliates,
divisions,  predecessors,  successors, assigns and all former, current or future
officers, directors, agents, employees,  managers, or shareholders,  and each of
them,  from any and all claims,  charges,  demands,  actions,  suits,  causes of
action,  liabilities,  damages,  assessments, or penalties of whatsoever kind or
nature, in tort,  contract,  law, equity or by statute or otherwise,  including,

                                       3

<PAGE>

but not  limited  to,  claims  arising out of or in any way related to the Asset
Purchase Agreement, the Closing Memorandum, the I-Link Escrow Agreement, and the
Counsel Escrow Agreement.  Notwithstanding the foregoing,  the above release and
waiver shall not apply to any rights,  obligations, or claims arising under this
Agreement,  Section 5.1 or 5.2 of the Asset Purchase  Agreement,  or the License
Agreement.

     (b) In exchange for the  consideration  stated herein,  that being good and
valuable  consideration,  Buyers,  and  each  of its  subsidiaries,  affiliates,
successors,  and assigns, agrees to fully and forever release and discharge each
of the Counsel Group and their respective subsidiaries,  affiliates,  divisions,
predecessors,  successors,  assigns and all former,  current or future officers,
directors, agents, employees,  managers, or shareholders, and each of them, from
any  and all  claims,  charges,  demands,  actions,  suits,  causes  of  action,
liabilities, damages, assessments, or penalties of whatsoever kind or nature, in
tort,  contract,  law,  equity or by statute or  otherwise,  including,  but not
limited to,  claims  arising out of or in any way related to the Asset  Purchase
Agreement, the Closing Memorandum,  the I-Link Escrow Agreement, and the Counsel
Escrow Agreement.  Notwithstanding  the foregoing,  the above release and waiver
shall  not  apply to any  rights,  obligations,  or claims  arising  under  this
Agreement or the License Agreement.

4. Entire  Agreement;  Amendments  and Waivers.  This  Agreement,  including the
exhibit hereto,  represents the entire  understanding  and agreement between the
parties  hereto with  respect to the subject  matter  hereof and can be amended,
supplemented or changed only by written instrument signed by the parties hereto.
Except to the extent  expressly set forth herein,  the Asset Purchase  Agreement
shall continue in full force and effect.

5.  Governing  Law.  This  Agreement  shall  be  governed  by and  construed  in
accordance  with the laws of the state of Utah  applicable to contracts made and
performed in such state and without regard to conflicts of law doctrines.

6. Severability.  If any one or more of the provisions  contained herein, or the
application   thereof  in  any  circumstance,   is  held  invalid,   illegal  or
unenforceable  in any  respect  for  any  reason,  the  validity,  legality  and
enforceability of any such provision in every other respect and of the remaining
provisions  hereof shall not be in any way impaired,  it being intended that all
of the rights and  privileges of the parties  hereto shall be enforceable to the
fullest extent permitted by law.

7. Binding Effect; Assignment. This Agreement shall be binding upon and inure to
the  benefit  of the  parties  and their  respective  successors  and  permitted
assigns.

8. Notice.  Any notice  required or permitted  under this Agreement  shall be in
writing and shall be deemed given:  (a) on the date delivered in person;  (b) on
the date transmitted by telex, telefax or telecommunications mechanism, provided
that any  notice so given is also  mailed as  provided  in clause  (d);  (c) the
business day following the date deposited with a courier service that guarantees
next day  delivery,  or (d) three days  following the date sent by registered or
certified mail, return receipt requested (postage prepaid). Any notice to Buyers
shall be sufficiently given if sent to it at its address or fax number set forth

                                       4

<PAGE>

on the signature page to this  Agreement,  and any notice to one or more members
of the Counsel  Group shall be  sufficiently  given if sent to the Counsel Group
Representative  at its address or fax number set forth on the signature  page to
this Agreement.

9.  Counterparts.  This Agreement may be executed in any number of  counterparts
and by the  parties  hereto  in  separate  counterparts,  each of which  when so
executed shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement.

10. No offsets.  All amounts  required  to be paid in cash  hereunder  by Buyers
shall be paid in full without offset or deduction.

     IN WITNESS WHEREOF,  the parties hereto have executed,  or have caused this
Indemnification   Agreement  to  be  executed  by  their  respective  authorized
representatives, as of the date first written above.


BUYERS UNITED INC.
                                          Address:
                                          13751 S. Wadsworth Park
By: /s/ Theodore Stern                    Draper, UT  84020
Name: Theodore Stern                      Fax No. 866/800-0007
Title: Chief Executive Officer            Designated person:
                                          Paul Jarman, President








                                       5

<PAGE>


THE COUNSEL GROUP

COUNSEL CORPORATION, an Ontario corporation
                                          Address:
                                          130 King St., Suite 1300
By: /s/ Allan Silber                      Toronto, Ontario M5X 1E3
Name: Allan Silber                        Fax No. 416-866-3061
Title: Chairman & CEO                     Designated person: Allan Silber

COUNSEL COMMUNICATIONS LLC
a Delaware limited liability company
                                          Address:
                                          500 Atrium Drive, 1st Floor
By: /s/ Allan Silber                      Somerset, NJ 08873
Name: Allan Silber                        Designated person: Allan
Silber
Title: President

ACCERIS COMMUNICATIONS INC. (formerly I-Link Incorporated),
a Florida corporation
                                          Address:
                                          9775 Business Park Avenue
By: /s/ Allan Silber                      San Diego, CA 92131
Name: Allan Silber                        Designated person: Allan
Silber
Title: Chairman & CEO

I-LINK COMMUNICATIONS, INC.,
a Utah corporation
                                          Address:
                                          1001 Brinton Road
By: /s/ Allan Silber                      Pittsburgh, PA 15221
Name: Allan Silber                        Designated person: Allan
Silber
Title: Chief Executive Officer








                                       6

<PAGE>


                              CONSENT TO ASSIGNMENT

     THIS CONSENT TO ASSIGNMENT  (this  "Consent") is entered into as of the 9th
day of March, 2004 (the "Effective  Date"), by and among Level 3 Communications,
LLC, a Delaware limited  liability company ("Level 3"), I-Link  Incorporated,  a
Florida  corporation  and  I-Link  Communications,   Inc.,  a  Utah  corporation
(collectively,  "Assignor"),  and Buyers  United,  Inc.  a Delaware  corporation
("Assignee").

                                    RECITALS:

     WHEREAS, Level 3 and I-Link Communications,  Inc. previously entered into a
Terms and Conditions For Delivery of Service,  signed by I-Link  Communications,
Inc.  on March 2, 1999 and a Terms and  Conditions  For  Delivery  of Service (3
Voice),  signed by I-Link  Communications,  Inc. on March 22, 2000 (collectively
the "Prior Agreements");

     WHEREAS, I-Link Incorporated and Level 3 have entered into (i) that certain
Terms For  Delivery of Service and related  Addendum  each dated as of August 7,
2001 (together,  the "Terms") intending to replace the Prior Agreements and (ii)
various orders for Level 3 provided services submitted under such Terms or under
the terms or the Prior Agreements; and

     WHEREAS,  Assignor  desires  to assign and  Assignee  desires to assume all
obligations and all of its rights, title and interest in, to and under the Terms
and the Customer  Orders  (relative only to the following  accounts of Assignor:
account #41506 and account #838 (such accounts  collectively  referred to herein
as the "Applicable Customer Accounts")) to Assignee (the "Assignment"); and

     WHEREAS,  Level 3 consents to the  Assignment  on the terms and  conditions
hereof.

     NOW,  THEREFORE,  in  consideration  of the mutual  covenants  and promises
contained  herein,  and other good and valuable  consideration,  the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:

1.   Incorporation of Recitals.  The recitals set forth above shall be deemed to
     be a part of this Consent and are incorporated herein.

2.   Representations.  Assignor and Assignee each represent and warrant to Level
     3 that with respect to the Applicable  Customer Accounts only (i) the Terms
     and Customer Orders have been assigned (and liabilities assumed) as further
     described  in the  attached  fully  executed  copies  of the  Bill of Sale,
     Assignment  and General  Conveyance  and related  Assumption of Liabilities
     each as between  Assignor  and  Assignee  and dated as of December 6, 2002.
     Assignee  represents  and warrant to Level 3 that (i)  Assignee has assumed
     and agreed to comply  with all the  obligations  of the Terms and  Customer
     Orders as further  described in the attached fully  executed  copies of the
     Bill of Sale,  Assignment and General  Conveyance and related Assumption of
     Liabilities  each as between Assignor and Assignee and dated as of December
     6, 2002.

                                       7

<PAGE>

3.   Consent and  Agreement.  Level 3 hereby (x) consents to the  Assignment  by
     Assignor to Assignee of  Assignor's  right,  title and  interest in, to and
     under the Terms and the  Customer  Orders (with  respect to the  Applicable
     Customer  Accounts  only) and the  assumption  and agreement by Assignee to
     comply with all the obligations  undertaken by Assignor  thereunder and (y)
     agrees that in conjunction with such assignment and assumption  $110,000 of
     the current  deposit  held by Level 3 as security  for  Assignor's  account
     shall be transferred as a deposit securing the account of Assignee (any and
     all  remaining  amounts  shall  remain a  deposit  in  favor of  Assignor's
     account). This Consent is made expressly contingent upon the closing of the
     Assignment.

4.   Amendment to Terms Not Needed.  Assignor and Level 3 hereby acknowledge and
     agree that by virtue of the  Assignment the agreement to execute a guaranty
     and amendment to the Terms described in that certain Settlement and Release
     Agreement by and among Assignor,  WorldXchange  Corp. and Level 3 and dated
     as of July 31, 2002 is no longer  necessary and such  requirement is deemed
     satisfied.

5.   Counterparts.  This Consent may be executed in separate counterparts,  each
     of which when executed and delivered shall be an original, but all of which
     counterparts  shall  together  constitute the same  instrument.  Signatures
     exchanged by facsimile are effective for all purposes hereunder to the same
     extent as original signatures

6.   Governing  Law.  This  Consent  shall  be  governed  by  and  construed  in
     accordance with the laws of the State of Colorado, without reference to its
     conflicts of laws principles.





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                                       8

<PAGE>


     IN WITNESS  WHEREOF,  the parties  hereto  have  caused this  Consent to be
executed as of the date first written above.

                                    ASSIGNOR:
                                    I-LINK INCORPORATED

                                    By:  _______________________________________
                                    Name:
                                    Title:

                                    I-LINK COMMINUCATIONS, INC.

                                    By:  _______________________________________
                                    Name:
                                    Title:

                                    ASSIGNEE:
                                    BUYERS UNITED, INC.

                                    By:  _______________________________________
                                    Name:
                                    Title:

                                    CONSENT GRANTED BY:
                                    LEVEL 3 COMMUNICATIONS, LLC

                                    By:  _______________________________________
                                    Name:
                                    Title:






                                       9

<PAGE>


                                    EXHIBIT A

[Attach fully executed copies of Bill of Sale, Assignment and General Conveyance
and related Assumption of Liabilities dated as of December 6, 2002]














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</DOCUMENT>
