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Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
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<SEC-DOCUMENT>/in/edgar/work/20000811/0000912057-00-036561/0000912057-00-036561.txt : 20000921
<SEC-HEADER>0000912057-00-036561.hdr.sgml : 20000921
ACCESSION NUMBER:		0000912057-00-036561
CONFORMED SUBMISSION TYPE:	10-Q
PUBLIC DOCUMENT COUNT:		5
CONFORMED PERIOD OF REPORT:	20000630
FILED AS OF DATE:		20000811

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			I LINK INC
		CENTRAL INDEX KEY:			0000849145
		STANDARD INDUSTRIAL CLASSIFICATION:	 [4822
]		IRS NUMBER:				592291344
		STATE OF INCORPORATION:			FL
		FISCAL YEAR END:			1231
</COMPANY-DATA>

		FILING VALUES:
			FORM TYPE:		10-Q
			SEC ACT:		
			SEC FILE NUMBER:	000-17973
			FILM NUMBER:		693794
</FILING-VALUES>

			BUSINESS ADDRESS:	
				STREET 1:		13751 S WADSWORTH PK DR SUITE 200
				STREET 2:		STE 200
				CITY:			DRAPER
				STATE:			UT
				ZIP:			84020
				BUSINESS PHONE:		8015765000
</BUSINESS-ADDRESS>

				MAIL ADDRESS:	
					STREET 1:		13751 S WADSWORTH PK DR
					STREET 2:		STE 200
					CITY:			DRAPER
					STATE:			UT
					ZIP:			84020
</MAIL-ADDRESS>

					FORMER COMPANY:	
						FORMER CONFORMED NAME:	MEDCROSS INC
						DATE OF NAME CHANGE:	19920703
</FORMER-COMPANY>
</FILER>
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-Q
<SEQUENCE>1
<FILENAME>a10-q.txt
<DESCRIPTION>FORM 10-Q
<TEXT>

<PAGE>

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q


[X]  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
     OF 1934

                  For the quarterly period ended June 30, 2000

                                                         OR

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934


              For the transition period from _________ to _________

                         Commission file number: 0-17973


                               I-LINK INCORPORATED
             (Exact name of registrant as specified in its charter)


           FLORIDA                                       59-2291344
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)


          13751 S. WADSWORTH PARK DRIVE, SUITE 200, DRAPER, UTAH 84020
                    (Address of principal executive offices)


                                 (801) 576-5000
                         (Registrant's telephone number)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934
during the preceding 12 months (or for such shorter time period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X   No
                                             ---    ---
                                                  --------------

As of August 10, 2000, the registrant had outstanding 27,922,032 shares of
$0.007 par value common stock.

<PAGE>

PART 1 - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS

                      I-LINK INCORPORATED AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                      ASSETS                                        June 30, 2000          December 31,
                                                                     (Unaudited)               1999
                                                                    -------------          -------------
<S>                                                                 <C>                    <C>
Current assets:
   Cash and cash equivalents                                        $   7,190,520          $   2,950,730
   Accounts receivable, less allowance for doubtful
      accounts of $44,000 and $1,789,000 as of
      June 30, 2000 and December 31, 1999, respectively                14,785,764              4,344,406
   Other current assets                                                   278,373                362,191
                                                                    -------------          -------------
      Total current assets                                             22,254,657              7,657,327

Furniture, fixtures, equipment and software, net                        8,378,230              7,019,361

Other assets:
   Intangible assets, net                                               5,113,313              6,551,453
   Other assets                                                           589,949                430,058
                                                                    -------------          -------------
                                                                    $  36,336,149          $  21,658,199
                                                                    =============          =============
                     LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
   Accounts payable                                                 $   3,255,815          $   4,131,675
   Accrued liabilities                                                  3,588,942              2,629,046
   Unearned revenue                                                    15,000,000                     --
   Accrued interest on notes payable                                    1,924,298
   Current portion of long-term debt                                      746,625                751,660
   Current portion of notes payable to a related party                  7,768,000
   Current portion of obligations under capital leases                  1,457,701              1,380,957
   Net liabilities of discontinued operations                              82,629                 82,629
                                                                    -------------          -------------
      Total current liabilities                                        33,824,010              8,975,967

Notes payable to a related party                                               --              7,768,000
Accrued interest on long-term notes payable                                    --              1,345,801
Obligations under capital leases                                          401,436                544,724
Unearned revenue                                                        4,166,667                     --
                                                                    -------------          -------------
                                                                       38,392,113             18,634,492
                                                                    -------------          -------------
Commitments and contingencies (note 7)

Redeemable preferred stock - Class M                                   11,734,820             11,734,820
Redeemable preferred stock - Class F                                           --              2,338,784
                                                                    -------------          -------------
                                                                       11,734,820             14,073,604
                                                                    -------------          -------------
Stockholders' deficit:
   Preferred stock, $10 par value, authorized
      10,000,000 shares, issued and outstanding
      31,721 and 49,992 at June 30, 2000 and
      December 31, 1999, respectively, liquidation
      preference of $16,200,445 at June 30, 2000                          317,210                499,920

   Common stock, $.007 par value, authorized
      150,000,000 shares, issued and outstanding
      27,645,838 and 24,150,829 at June 30, 2000
      and December 31, 1999, respectively                                 193,522                169,056
   Additional paid-in capital                                         105,756,046             98,734,475
   Deferred compensation                                                 (172,862)              (499,377)
   Accumulated deficit                                               (119,884,700)          (109,953,971)
                                                                    -------------          -------------
     Total stockholders' deficit                                      (13,790,784)           (11,049,897)
                                                                    -------------          -------------
                                                                    $  36,336,149          $  21,658,199
                                                                    =============          =============
</TABLE>

              The accompanying notes are an integral part of these
                        consolidated financial statements

                                        1
<PAGE>

                      I-LINK INCORPORATED AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                         Three Months Ended June 30,                 Six Months Ended June 30,
                                                      ---------------------------------         ---------------------------------
                                                          2000                1999                 2000                 1999
                                                      ------------         ------------         ------------         ------------
<S>                                                   <C>                  <C>                  <C>                  <C>
Revenues:
   Telecommunication services                         $  4,589,112         $  6,225,552         $  9,876,319         $ 12,408,250
   Marketing services                                           --            1,476,090              464,354            2,235,962
   Technology licensing and development                  1,739,906              754,557            6,246,406            1,048,973
   Other                                                 1,008,563                   --            1,709,667                   --
                                                      ------------         ------------         ------------         ------------
     Total revenues                                      7,337,581            8,456,199           18,296,746           15,693,185
                                                      ------------         ------------         ------------         ------------
Operating costs and expenses:
   Telecommunication network expense                     5,537,946            4,740,624           11,651,008            9,064,054
   Marketing services                                           --            1,763,447              349,034            2,979,756
   Selling, general and administrative                   5,724,953            3,087,696            9,644,041            5,924,819
   Provision for doubtful accounts                          54,187            1,038,309              379,903            1,944,015
   Depreciation and amortization                         1,560,816            1,437,403            3,049,705            2,780,823
   Write-down of capitalized software costs                     --                   --                   --            1,847,288
   Research and development                                841,446              501,070            1,674,358            1,074,105
                                                      ------------         ------------         ------------         ------------
     Total operating costs and expenses                 13,719,348           12,568,549           26,748,049           25,614,860
                                                      ------------         ------------         ------------         ------------
Operating loss                                          (6,381,767)          (4,112,350)          (8,451,303)          (9,921,675)
                                                      ------------         ------------         ------------         ------------
Other income (expense):
   Interest expense                                       (350,481)          (1,742,543)            (794,323)          (2,868,432)
   Interest and other income                               112,969               33,172              150,796               56,751
   Settlement expense (Note 6)                             720,385                   --             (639,565)                  --
                                                      ------------         ------------         ------------         ------------
     Total other income (expense)                          482,873           (1,709,371)          (1,283,092)          (2,811,681)
                                                      ------------         ------------         ------------         ------------
Loss from continuing operations                         (5,898,894)          (5,821,721)          (9,734,395)         (12,733,356)

Loss from discontinued operations (less
     applicable income tax provision of
     $0 for the six and three month periods
     ended June 30, 2000 and 1999)                              --                   --                   --             (350,000)
                                                      ------------         ------------         ------------         ------------
         Net loss                                     $ (5,898,894)        $ (5,821,721)        $ (9,734,395)        $(13,083,356)
                                                      ============         ============         ============         ============

CALCULATION OF NET LOSS PER COMMON SHARE:

Loss from continuing operations                       $ (5,898,894)        $ (5,821,721)        $ (9,734,395)        $(12,733,356)
Cumulative preferred stock dividends                      (393,095)            (380,448)            (800,488)            (873,359)
Dividends paid on Class F preferred stock                       --                   --              (18,214)                  --
                                                      ------------         ------------         ------------         ------------
     Loss from continuing operations
         applicable to common stock                   $ (6,291,989)        $ (6,202,169)        $(10,553,097)        $(13,606,715)
                                                      ============         ============         ============         ============
Basic and diluted weighted average shares
      outstanding                                       24,901,536           20,799,250           26,026,948           20,037,109
                                                      ============         ============         ============         ============
Net loss per common share - basic and diluted:
    Loss from continuing operations                   $      (0.25)        $      (0.30)        $      (0.41)        $      (0.68)
    Loss from discontinued operations                           --                   --                   --                (0.02)
                                                      ------------         ------------         ------------         ------------
      Net loss per common share                       $      (0.25)        $      (0.30)        $      (0.41)        $      (0.70)
                                                      ============         ============         ============         ============

</TABLE>

              The accompanying notes are an integral part of these
                        consolidated financial statements



                                       2
<PAGE>

                      I-LINK INCORPORATED AND SUBSIDIARIES
           CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                       Preferred Stock           Common Stock
                                     --------------------    ---------------------
                                                                                     Additional
                                                                                       Paid-in      Deferred         Accumulated
                                      Shares     Amount        Shares      Amount      Capital     Compensation         Deficit
                                     --------   ---------    ----------   --------   ------------  ------------     --------------
<S>                                  <C>        <C>          <C>          <C>        <C>           <C>              <C>
BALANCE AT DECEMBER 31, 1999          49,992    $ 499,920    24,150,829   $169,056   $ 98,734,475   $(499,377)      $(109,953,971)

Conversion of preferred stock
  into common stock                  (18,519)    (185,190)    1,970,590     13,794        171,396          --                  --
Reclassification of Class F
  redeemable preferred stock
  from mezzanine due to
  conversion to common stock             248        2,480            --         --      2,336,305          --                  --
Common stock dividend paid to
  holders of Class F redeemable
  preferred stock                         --           --        87,477        612        195,721          --            (196,334)
Exercise of stock options
  and warrants                            --           --     1,286,965      9,009      3,523,710          --                  --
Common stock issued as payment
  of accrued liabilities                  --           --       149,977      1,051        739,537          --                  --
Stock options issued for services         --           --            --         --         54,902     (54,902)                 --
Amortization of deferred
  compensation on stock options
  issued for services                     --           --            --         --             --     381,417                  --
Net loss                                  --           --            --         --             --          --          (9,734,395)
                                     -------    ---------    ----------   --------   ------------   ---------       -------------
BALANCE AT JUNE 30, 2000              31,721    $ 317,210    27,645,838   $193,522   $105,756,046   $(172,862)      $(119,884,700)
                                     =======    =========    ==========   ========   ============   =========       =============

</TABLE>

              The accompanying notes are an integral part of these
                        consolidated financial statements

                                       3
<PAGE>

                      I-LINK INCORPORATED AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                                                                            For the Six Months Ended
                                                                                                    June 30,
                                                                                         ----------------------------------
                                                                                             2000                  1999
                                                                                         ------------          ------------
<S>                                                                                      <C>                   <C>
Cash flows from operating activities:
   Net loss                                                                              $ (9,734,395)         $(13,083,356)
    Adjustments to reconcile net loss to net cash used in
     (provided by) operating activities:
      Depreciation and amortization                                                         3,049,705             2,780,823
      Provision for doubtful accounts                                                         379,903             1,944,015
      Common stock issued as payment of accrued liabilities                                   740,588                    --
      Amortization of discount on notes payable                                                    --             1,766,938
      Write-down of capitalized software costs                                                     --             1,847,288
      Loss on disposal of assets                                                                   --                 7,495
      Amortization of deferred compensation on stock options issued for services              381,417               609,056
      Increase (decrease) from changes in operating assets and liabilities:
          Accounts receivable                                                             (10,821,262)           (2,641,508)
          Other assets                                                                        (76,073)             (331,361)
          Accounts payable, accrued liabilities and unearned revenue                       19,824,180               735,845
      Discontinued operations - noncash charges and working capital changes                   (26,141)              320,652
                                                                                         ------------          ------------
                  Net cash provided by (used in) operating activities                       3,717,922            (6,044,113)
                                                                                         ------------          ------------
Cash flows from investing activities:
   Purchases of furniture, fixtures and equipment                                          (2,970,434)             (615,810)
   Maturity of restricted certificates of deposit                                                  --               359,666
   Investing activities of discontinued operations                                             19,674                30,000
                                                                                         ------------          ------------
                  Net cash used in investing activities                                    (2,950,760)             (226,144)
                                                                                         ------------          ------------
Cash flows from financing activities:
   Proceeds from issuance of notes payable to related party                                 2,600,000             7,600,000
   Proceeds from advance under strategic marketing agreement                                1,751,183                    --
   Payment of related party debt                                                           (2,600,000)             (500,000)
   Payment of advance under strategic marketing agreement                                  (1,751,183)                   --
   Payment of long-term debt                                                                       --              (268,984)
   Payment of capital lease obligations                                                       (66,544)             (337,667)
   Proceeds from exercise of common stock warrants and options                              3,532,719                 5,000
   Financing activities of discontinued operations                                            (24,719)                   --
                                                                                         ------------          ------------
                  Net cash provided by financing activities                                 3,441,456             6,498,349
                                                                                         ------------          ------------
Increase in cash and cash equivalents                                                       4,208,618               228,092

Cash and cash equivalents at beginning of period                                            2,996,004             1,368,927
                                                                                         ------------          ------------
Cash and cash equivalents at end of period                                               $  7,204,622          $  1,597,019
                                                                                         ============          ============
Cash and cash equivalents at end of period:
   Continuing operations                                                                 $  7,190,520          $  1,538,443
   Discontinued operations                                                                     14,102                58,576
                                                                                         ------------          ------------
      Total cash and cash equivalents at end of period                                   $  7,204,622          $  1,597,019
                                                                                         ============          ============
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

   Reclassification of Class F redeemable preferred stock from mezzanine                 $  2,338,784          $  5,167,959
   Warrants issued in connection with a standby letter of credit                                   --          $    735,720
   Stock options issued for services                                                     $     54,902
   Equipment acquired under capital lease obligations                                              --          $  1,822,193
   Accrued interest exchanged for Series N preferred stock                                         --          $    575,675
</TABLE>

              The accompanying notes are an integral part of these
                        consolidated financial statements

                                       4
<PAGE>

                      I-LINK INCORPORATED AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                   -----------

NOTE 1 - DESCRIPTION OF BUSINESS, PRINCIPLES OF CONSOLIDATION AND LIQUIDITY

The consolidated financial statements include the accounts of I-Link
Incorporated and its subsidiaries (the "Company"). The Company is an integrated
voice and data communications company focused on simplifying the delivery of
"Unified Communication." Unified Communication is the integration of traditional
telecommunications with new data IP (Internet Protocol) communications systems
with the effect of simplifying communications, increasing communication
capabilities and lowering overall communication costs. Unified Communication
platforms integrate telecommunication, mobile communication, paging,
voice-over-IP (VoIP), fax and Internet technologies. Through its wholly owned
subsidiaries I-Link Communications, Inc., and I-Link Systems, Inc., the Company
provides enhanced telecommunications services on a wholesale and retail basis.
Through its wholly-owned subsidiaries MiBridge, Inc., and ViaNet Technologies
Ltd., the Company undertakes the research and development of new
telecommunications services, products, and technologies, and the licensing of
certain of these products and technologies to other telecommunications
companies.

All significant intercompany accounts and transactions have been eliminated in
consolidation.

On March 23, 1998, the Company's Board of Directors approved a plan to dispose
of the Company's medical services businesses in order to focus its efforts on
the sale of telecommunication services and technology licensing. The Company has
sold or intends to sell all of the assets of the medical services subsidiaries,
with the proceeds being used to satisfy outstanding obligations of the medical
services subsidiaries. In April 2000, the Company completed the sale of certain
non-operating assets located in China, which had experienced unexpected delays
in disposal. The Company sold the net assets for $150,000 of which $50,000 was
used to pay down an outstanding note payable and accrued interest with the
purchaser. As of June 30, 2000, there were no revenue generating activities
remaining from the medical services operations. On-going administrative costs
primarily consist of fees associated with collecting outstanding accounts
receivable. These anticipated costs have been accrued for as part of
management's best estimate of the expected ultimate loss on disposal. The
results of the medical services operations have been classified as discontinued
operations for all periods presented in the Consolidated Statements of
Operations. The assets and liabilities of the discontinued operations have been
classified in the Consolidated Balance Sheets as "Net liabilities of
discontinued operations". Discontinued operations have also been segregated for
all periods presented in the Consolidated Statements of Cash Flows.

The interim financial data are unaudited; however, in the opinion of the
management of the Company, the interim data includes all adjustments, consisting
only of normal recurring adjustments, necessary for a fair presentation of (a)
the results of operations for the three-month and six-month periods ended June
30, 2000 and 1999, (b) the financial position at June 30, 2000, and (c) cash
flows for the six-months ended June 30, 2000 and 1999. The year-end balance
sheet was derived from audited financial statements, but does not include all
disclosures required by generally accepted accounting principles. The financial
statements should be read in conjunction with the Company's annual report on
Form 10-K for the year ended December 31, 1999 and quarterly report on Form 10-Q
for the three-months ended March 31, 2000.

The results of operations for the three-month and six-month periods ended June
30, 2000 are not necessarily indicative of those to be expected for the entire
year.

The Company incurred a net loss from continuing operations of $9,734,395 for the
six-month period ended June 30, 2000, and as of June 30, 2000 had an accumulated
deficit of $119,884,700 and negative working capital of $11,569,353. The Company
anticipates that revenues generated from its continuing operations will not be
sufficient during the remainder of 2000 to fund ongoing operations, the
continued expansion of its private telecommunications network facilities,
development and manufacturing of its Indavo product and anticipated growth in
subscriber base.


                                       5
<PAGE>

                      I-LINK INCORPORATED AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                   -----------

NOTE 1 - DESCRIPTION OF BUSINESS, PRINCIPLES OF CONSOLIDATION AND LIQUIDITY,
CONTINUED

In order to provide for capital needs, the Company entered into two agreements
during the second quarter of 2000, namely a line of credit agreement with Winter
Harbor and a strategic alliance with Red Cube International AG ("Red Cube"). In
addition, the due date of the Company's prior obligation to Winter Harbor in the
amount of $7,768,000, which was due on demand, was extended to April 15, 2001.

While the Company believes that the aforementioned sources of funds combined
with ongoing revenues and other available sources of financing will be
sufficient to fund its operations in 2000, the Company anticipates that
additional funds will be necessary after such time to fund its operations and
finance the planned expansion of the Company's business communications services,
product development and manufacturing, and to discharge the financial
obligations of the Company. The availability of such funds will depend on
prevailing market conditions, interest rates, and financial position and results
of operations of the Company. There can be no assurance that such funds will be
available, or if available that they will be on terms and conditions favorable
to the Company. Furthermore, the Company may need to raise funds prior to 2001
if, for example, the Company accelerates the expansion of its network, pursues
acquisitions or experiences operating losses that exceed our current
expectation.


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NET LOSS PER SHARE

Basic earnings per share is computed based on the weighted average number of
common shares outstanding during the period. Options, warrants, convertible
preferred stock and convertible debt are included in the calculation of diluted
earnings per share, except when their effect would be anti-dilutive. As the
Company had a net loss from continuing operations for the three-month and
six-month periods ending June 30, 2000 and 1999, basic and diluted loss per
share are the same. During the six-month period ended June 30, 2000, holders of
the Series F Redeemable preferred stock converted 248 of those shares (none were
converted in the three months ended June 30, 2000). Accordingly, they were paid
stock dividends of 87,477 shares of common stock on the converted shares during
first six-months of 2000. During the three-month and six-month periods ending
June 30, 1999, holders of the Series F Redeemable preferred stock converted 409
and 548 of those shares respectively. Accordingly they were paid stock dividends
of 81,343 and 100,003 shares of common stock, respectively, on the converted
shares. As of June 30, 2000 all Series F preferred stock has been converted to
common stock and therefore there will be no further stock dividends paid on the
Series F preferred stock.

REVENUE RECOGNITION

The agreement with Red Cube Group consisted of a $7,500,000 licensing fee and
$2,500,000 for consulting services. The $10,000,000 is nonrefundable and will be
recorded as revenue ratably over a two-year period in accordance with the
provisions of Statement of Position #97-2. Accordingly, $833,333 was recorded as
technology licensing revenue in the second quarter of 2000 while the balance of
$9,166,667 has been recorded as unearned revenue as of June 30, 2000. The
agreement also includes a nonrefundable payment of a $10,000,000 (received in
July 2000) service prepayment which is to be credited against the cost of
services performed and/or provided by I-Link to Red Cube. To the extent the
service prepayment credit has not been fully utilized by Red Cube by June 30,
2001 (the "Utilization Date"), any unused service prepayment shall be deemed
fully earned by I-Link and utilized as of that date if the I-Link Network has
met certain requirements during the service period. The service prepayment of
$10,000,000 has been recorded as unearned revenue as of June 30, 2000 and will
be recognized as revenue when the related services are performed or provided.


                                       6
<PAGE>

                      I-LINK INCORPORATED AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                   -----------

NOTE 3 - DISCONTINUED OPERATIONS

Net assets of the Company's discontinued operations (excluding intercompany
balances which have been eliminated against the net equity of the discontinued
operations) are as follows (unaudited):

<TABLE>
<CAPTION>
                                                      June 30,          December 31,
                                                       2000                1999
                                                     ---------          -----------
<S>                                                  <C>                <C>
Assets:
  Current assets:
    Cash and cash equivalents                        $  14,102          $    45,274
    Accounts receivable                                206,419              391,590
    Inventory                                               --              555,291
    Other                                               31,936               33,233
                                                     ---------          -----------
      Total current assets                             252,457            1,025,388

  Furniture, fixtures and equipment, net                18,176               37,850
  Other non-current assets                                 253                  854
                                                     ---------          -----------
      Total assets                                     270,886            1,064,092
                                                     ---------          -----------

Liabilities:
  Current liabilities:
    Accounts payable and accrued liabilities           136,572              905,060
    Note payable                                       216,943              141,661
                                                     ---------          -----------
      Total current liabilities                        353,515            1,046,721
                                                     ---------          -----------

   Note Payable                                                             100,000
                                                     ---------          -----------

Net liabilities - discontinued operations            $ (82,629)         $   (82,629)
                                                     =========          ===========

</TABLE>

The net assets of the discontinued operations as of June 30, 2000 and December
31, 1999 are shown as a current liabilities in the consolidated balance sheet as
it is anticipated that the disposal of the medical services businesses will be
completed by the third quarter of 2000. Revenues of the discontinued operations
were $0 and $104,498 and $0 and $235,121 for the three-month and six-month
periods ending June 30, 2000 and 1999, respectively.


NOTE 4 - CAPITAL FINANCING

In March 2000, the Company entered into a new lease facility providing for
equipment purchases of up to $5,000,000. The equipment will be used in expanding
the Company's real-time IP ("RTIP network") network. The lease agreement
requires monthly payments over the three-year term. As of June 30, 2000, the
Company had purchased $875,000 of equipment under the lease facility.


NOTE 5 - INCOME TAXES

The Company recognized no income tax benefit from the losses generated in 2000
and 1999 because of the uncertainty of the realization of the related deferred
tax asset.

                                       7
<PAGE>

                      I-LINK INCORPORATED AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                   -----------


NOTE 6 - STOCKHOLDER'S EQUITY, REDEEMABLE PREFERRED STOCK- SERIES F AND
REDEEMABLE COMMON STOCK TO BE ISSUED

On March 10, 2000, the Company and JNC Opportunity Fund, Ltd. ("JNC") entered
into a settlement and release agreement relating to certain litigation with
respect to shares of Series F Preferred stock then held by JNC. The shares of
Series F Preferred stock then held by JNC were convertible into 1,104,972 shares
of common stock under the original agreement with JNC prior to the commencement
of the litigation. On March 10, 2000, the Company issued 531,968 shares of
common stock to JNC pursuant to the settlement agreement in cancellation of the
Series F shares then held by JNC. The balance of the shares required to be
issued pursuant to the settlement agreement required approval at a special
meeting of the shareholders held on May 23, 2000, at which time approval of the
shareholders was received. Due to delay in issuance of the shares required to be
issued pursuant to the settlement agreement until shareholder approval was
received and the related common shares were registered, the Company issued
20,458 "Additional Shares" of common stock in accordance with the agreement.

The issuance of 87,477 shares representing dividends associated with the Series
F stock has been recorded in the Company's financial statements as dividends
paid, and 129,519 shares have been recorded as settlement expense. As of June
30, 2000, the Company has also recorded interest expense of $111,021
representing the common stock issued as Additional Shares, Late Shares and
Additional Late Shares (20,458) on May 24, 2000. The settlement and interest
payables and expense as of the end of the first quarter were determined by the
respective shares issuable as of March 31, 2000, multiplied by the market price
of the Company's common stock on March 31, 2000. The ultimate amount of
settlement and interest expense was determined by reference to the market value
of the Company's common stock on the date of issuance (May 24, 2000) times the
common shares issued. Accordingly, the total settlement and interest expense was
$639,565 and $111,021, respectively.


NOTE 7 - PURCHASE COMMITMENTS

I-Link has an agreement with a national carrier to lease local access spans. The
agreement includes minimum usage commitments of $2,160,000 per year for the two
years beginning July 2000. If I-Link were to terminate the agreement early, it
would be required to pay 25 percent of any remaining minimum monthly usage
requirements.

In December 1999, I-Link entered into an agreement with a national carrier to
provide long-distance capacity in order to provide long-distance
telecommunications services to I-Link's customers who reside in areas not yet
serviced by I-Link's dedicated telecommunications network. The eighteen-month
agreement includes minimum monthly usage commitments of $250,000 beginning in
the sixth month of the agreement. Either party may terminate the agreement with
90 days notice.


NOTE 8 - SEGMENT OF BUSINESS REPORTING

The Company's three reportable segments are as follows:

- -    Telecommunications services - includes long-distance toll services and
     enhanced calling features such as V-Link. The telecommunications services
     products are marketed primarily to residential and small business
     customers.

- -    Marketing services - includes training and promotional materials to
     independent sales representatives (IRs) in the network marketing sales
     channel. Additionally, revenues are generated from registration fees paid
     by IRs to attend regional and national sales conferences. This segment
     ceased operations in February 2000.

- -    Technology licensing and development - provides research and development to
     enhance the Company's product and technology offerings. Products developed
     by this segment include V-Link, Indavo, and other proprietary technology.
     The Company licenses certain developed technology to third party users,
     such as Lucent, Brooktrout and others.

                                       8
<PAGE>

                      I-LINK INCORPORATED AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                   -----------

NOTE 8 - SEGMENT OF BUSINESS REPORTING, CONTINUED

There are no intersegment revenues. The Company's business is conducted
principally in the U.S.; foreign operations are not material. The table below
presents information about revenues from external customers and net loss for the
three-month and six-month periods ended June 30, 2000 and 1999. There has been
no material change in segment assets from the amounts reported in the Company's
annual report on Form 10-K for the year ended December 31, 1999.

<TABLE>
<CAPTION>
                                                                         For the Three-Month               For the Six-Month
                                                                            Period Ended                      Period Ended
                                                                   ------------------------------   --------------------------------
                                                                   June 30, 2000    June 30, 1999   June 30, 2000      June 30, 1999
                                                                   -------------    -------------   -------------      -------------
<S>                                                                <C>              <C>             <C>                <C>
REVENUES FROM EXTERNAL CUSTOMERS:
     Telecommunications services                                    $ 5,598,000     $ 6,225,000     $ 11,187,000       $ 12,408,000
     Marketing services                                                      --       1,476,000          464,000          2,236,000
     Technology licensing and development                             1,740,000         755,000        6,646,000          1,049,000
                                                                    -----------     -----------     ------------       ------------
     Total revenues from external customers
       for reportable segments                                      $ 7,338,000     $ 8,456,000     $ 18,297,000       $ 15,693,000
                                                                    ===========     ===========     ============       ============

SEGMENT INCOME (LOSS):
     Telecommunications services                                    $(1,558,000)    $  (249,000)    $ (3,787,000)      $     67,000
     Marketing services                                                 (58,000)       (301,000)        (154,000)          (770,000)
     Technology licensing and development                               309,000          77,000        3,971,000           (345,000)
                                                                    -----------     -----------     ------------       ------------
     Total segment loss for reportable
       segments                                                      (1,307,000)       (473,000)          30,000         (1,048,000)

     Unallocated non-cash amounts in consolidated net loss:
         Settlement expense                                             720,000                         (640,000)
         Amortization of discount on notes
            payable                                                          --      (1,108,000)              --         (1,767,000)
         Write-down of capitalized software costs                            --              --               --         (1,847,000)
         Amortization of deferred
            compensation on stock options
            issued for services                                        (189,000)       (295,000)        (381,000)          (609,000)
         Amortization of intangible assets                             (719,000)       (724,000)      (1,438,000)        (1,447,000)
     Other corporate expenses                                        (4,404,000)     (3,222,000)      (7,305,000)        (6,015,000)
     Loss from discontinued operations                                       --              --               --           (350,000)
                                                                    -----------     -----------     ------------       ------------
                                                                    $(5,899,000)    $(5,822,000)    $ (9,734,000)      $(13,083,000)
                                                                    ===========     ===========     ============       ============
</TABLE>


                                       9
<PAGE>

ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the information
contained in the financial statements of the Company and the notes thereto
appearing elsewhere herein and in conjunction with the Management's Discussion
and Analysis set forth in the Company's Form 10-K for the year ended December
31, 1999 and Form 10-Q for the quarter ended March 31, 2000.

FORWARD LOOKING INFORMATION

THIS MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS MAY BE DEEMED TO INCLUDE FORWARD-LOOKING STATEMENTS AND INFORMATION
RELATING TO THE COMPANY THAT ARE BASED ON THE BELIEFS OF MANAGEMENT AS WELL AS
ASSUMPTIONS MADE BY AND INFORMATION CURRENTLY AVAILABLE TO MANAGEMENT. WHEN USED
IN THIS DOCUMENT, THE WORDS "ANTICIPATE," "MAY," "WILL," "COULD " "SHOULD",
"BELIEVE," "ESTIMATE," "EXPECT," "PLAN," AND "INTENDED" AND SIMILAR EXPRESSIONS,
AS THEY RELATE TO THE COMPANY OR ITS MANAGEMENT, ARE INTENDED TO IDENTIFY
FORWARD-LOOKING STATEMENTS AND AS SUCH ARE NOT HISTORICAL FACTS. SUCH STATEMENTS
REFLECT THE CURRENT VIEW OF THE COMPANY RESPECTING FUTURE EVENTS AND ARE SUBJECT
TO CERTAIN RISKS AND UNCERTAINTIES AS NOTED BELOW. SHOULD ONE OR MORE OF THESE
RISKS OR UNCERTAINTIES MATERIALIZE, OR SHOULD UNDERLYING ASSUMPTIONS PROVE
INCORRECT, ACTUAL RESULTS MAY VARY MATERIALLY FROM THOSE DESCRIBED HEREIN AS
ANTICIPATED, BELIEVED, ESTIMATED, EXPECTED OR INTENDED.

Although the Company believes that its expectations are based on reasonable
assumptions, it can give no assurance that its expectations will be achieved.
Among many factors that could cause actual results to differ materially from the
forward-looking statements herein include, without limitation, the following:

- -    the Company's ability to finance and manage expected rapid growth;

- -    the impact of competitive services and pricing;

- -    the Company's ongoing relationship with its long distance carriers and
     vendors;

- -    the impact of vigorous competition in the markets in which the Company
     operates;

- -    the impact of technological change on the Company's business including new
     entrants and alternative technologies;

- -    risks associated with debt service requirements and interest rate
     fluctuations;

- -    dependence upon key personnel;

- -    subscriber attrition including the concentration of services rendered
     through one vendor;

- -    the adoption of new, or changes in, accounting policies, litigation,
     federal and state governmental regulation of the long distance
     telecommunications and internet industries;

- -    the Company's ability to maintain, operate and upgrade its information
     systems network;

- -    the Company's success in further expanding it's real-time IP ("RTIP
     network") network;

- -    the existence of demand for and acceptance of the Company's technology,
     products and services;

- -    other risks referenced from time to time in the Company's filings with the
     SEC.

The Company undertakes no obligation and does not intend to update, revise or
otherwise publicly release any revisions to these forward-looking statements to
reflect events or circumstances after the date hereof or to reflect the
occurrence of unanticipated events.

OPERATIONS

In January 1997, I-Link Incorporated (the "Company") acquired I-Link
Communications ("ILC"); in August 1997, the Company acquired MiBridge, Inc.; and
in the first quarter of 1998 the Company formed ViaNet Technologies, Ltd.
("ViaNet"). In March 1998, the Company made the decision to dispose of the
operations of the subsidiaries of the Company operating in the medical services
industry in order to concentrate on its telecommunications and technology
sectors. Accordingly, medical services operations during the six-month periods
ending June 30, 2000 and 1999 have been reported as discontinued operations.

The Company is an integrated voice and data communications company focused on
simplifying the delivery of "Unified Communication." Unified Communication is
the integration of traditional telecommunications with new data IP (Internet
Protocol) communications systems with the effect of simplifying communications,
increasing communication capabilities and lowering overall communication costs.
Unified Communication platforms integrate telecommunication, mobile
communication,

                                       10
<PAGE>

paging, voice-over-IP (VoIP) and Internet technologies. Through its wholly owned
subsidiaries I-Link Communications, Inc., and I-Link Systems, Inc., the Company
provides enhanced telecommunications services on a wholesale and retail basis.
Through its wholly-owned subsidiaries MiBridge, Inc., and ViaNet Technologies
Ltd., the Company undertakes the research and development of new
telecommunications services, products, and technologies, and the licensing of
certain of these products and technologies to other telecommunications
companies. I-Link is a leader in the delivery of Unified Communications as a
result of six core technology offerings: I-Link's Intranet, Softswitch Plus-TM-,
GateLink-TM-, V-Link-TM-, Indavo-TM-, and I-Link TalkFree.

Prior to February 15, 2000 and as of December 31, 1999, the Company's
telecommunication and marketing service revenues were primarily dependent upon
the sales efforts of independent representatives (IRs) functioning within a
Network Marketing channel of distribution which targets residential and small
businesses in the United States. These revenue sources depended directly upon
the efforts of IRs. IRs personally solicited potential individual and business
customers via one to one sales presentations wherein customers sign order forms
for I-Link telecommunication products and services (telecommunication service
revenues). Growth in revenue for both telecommunications and marketing services
required an increase in the productivity of IRs and/or growth in the total
number of IRs.

On February 15, 2000, the Company signed a strategic marketing and channel
agreement with Big Planet, a wholly owned subsidiary of Nu Skin Enterprises,
Inc. Under terms of the agreement, I-Link's independent network marketing sales
force (the IR's) transitioned to Big Planet, and Big Planet was granted the
exclusive worldwide rights to market and sell I-Link's products and services
through the Network Marketing (sometimes referred to as "Multi-Level") sales
channel to residential and small business users. Other I-Link sales channels
into the residential, small business, and other markets are unaffected by the
agreement with Big Planet. The result of the agreement with Big Planet is that
the Network Marketing channel became the single largest customer in I-Link's
wholesale distribution channel.

On May 9, 2000, the Company and Red Cube International AG ("Red Cube"), a
leading international provider of Internet Protocol (IP) Telephony and enhanced
Web-based communications services, announced an alliance to offer global,
enhanced IP communications to the customers of each of the two companies. Under
the terms of the agreement, Red Cube Group licensed I-Link's IP Telephony
technology, is standardizing on I-Link's software-based Softswitch Plus-TM-
network platform and preparing to deploy it throughout its existing networks in
Europe and other parts of the world. In addition, the two companies
interconnected their IP Telephony networks, creating a single, unified network,
in order to provide customers from both companies global access to enhanced IP
services. (See more detailed discussion of this agreement in the "Current
Position/Future Requirements" section below).

During the first two quarters of 2000, the Company began commercial deployment
of its Indavo (Integrated Data and Voice) communications services gateway
product. The initial device called Indavo V6 provides small office, home office
and small business, including branch office and remote office customers, the
capacity of up to six simultaneous voice and fax lines using any data service
over network facilities that are already available to their homes or offices
today. Indavo also provides access to I-Link's other enhanced services,
including voice mail, fax, paging, e-mail, conference calling and
follow-me-anywhere One-Number service. Indavo installations include both
stand-alone and customer phone system integrated service configurations. Indavo
devices and services are being marketed and deployed through both wholesale and
retail channels using both general Internet access and fully managed access
facilities.


LIQUIDITY AND CAPITAL RESOURCES

Cash and cash equivalents as of June 30, 2000 were $7,190,520 and the working
capital deficit was $11,569,353. Cash provided by operating activities during
the six-month period ended June 30, 2000 was $3,717,922 as compared to cash used
by operations of $6,044,113 during the same period ended June 30, 1999. The
increase in cash provided by operating activities in 2000 was primarily due to
$10,000,000 received as of June 30, 2000 from Red Cube (See more detailed
discussion of this agreement in the "Current Position/Future Requirements"
section below.)

                                       11
<PAGE>

Net cash used by investing activities in the six-month period ended June 30,
2000 was $2,950,760 as compared to net cash used of $226,144 in the same period
ended June 30, 1999. Cash used by investing activities in 2000 was primarily
attributable to the purchase of network equipment of $2,970,434 which was offset
by $19,674 received from the sale of certain assets from discontinued
operations. In the first six-months of 1999 cash used by investing activities
was primarily due to purchase of furniture, fixtures and equipment of $615,810
which was offset by $30,000 received from the sale of certain assets from
discontinued operations and $359,666 from matured restricted certificates of
deposit.

Financing activities provided net cash of $3,441,456 in the first six-months of
2000 as compared to cash provided of $6,498,349 in the same period of 1999. Cash
provided in 2000 included proceeds of $2,600,000 from a note payable to a
related party, $3,532,719 in net proceeds from exercises of common stock
warrants and options and a $1,751,183 advance received under the strategic
marketing and channel agreement with a customer. The $2,600,000 note and
$1,751,183 advance were both repaid during the second quarter of 2000.
Repayments of capital lease obligations of $66,544 and repayments of $24,719 on
certain notes in discontinued operations offset these proceeds. During the same
six months in 1999, cash provided by financing activities included $7,600,000
from short-term debt and common stock warrants and $5,000 in net proceeds from
the exercise of common stock warrants and options. Repayments of $1,106,651 on
long-term debt, notes payable and capital lease obligations offset these
proceeds.

The Company incurred a net loss from continuing operations of $9,734,395 for the
first six-months of 2000, and as of June 30, 2000 had an accumulated deficit of
$119,884,700. The Company anticipates that revenue generated from continuing
operations will not be sufficient during the remainder of 2000 to fund the
Company's operations or continued expansion of its private telecommunications
network facilities and anticipated growth in subscriber base. The Company has
entered into additional financing arrangements as described below in order to
obtain the additional funds required for its continuing operations in 2000.


CURRENT POSITION/FUTURE REQUIREMENTS

During the second quarter of 2000, revenue from continuing operations decreased
$3,621,584 (33.0%) from the first quarter of 2000 as shown below:

<TABLE>
<CAPTION>

                                                   Three Months Ended
                                              -------------------------------           Increase            % Increase
                                                3/31/00             6/30/00            (Decrease)            (Decrease)
                                              -----------         -----------          -----------          -----------
<S>                                           <C>                 <C>                  <C>                  <C>
Telecommunications services                   $ 5,287,208         $ 4,589,112          $  (698,096)            (13.2)%
Marketing services                                464,354                                 (464,354)           (100.0)%
Technology licensing and  development           4,506,500           1,739,906           (2,766,594)            (61.4)%
Other                                             701,103           1,008,563              307,460              43.9 %
                                              -----------         -----------          -----------
Net operating revenue                         $10,959,165         $ 7,337,581          $(3,621,584)            (33.0)%
                                              ===========         ===========          ===========

</TABLE>

The decrease in telecommunications services was a direct result of an agreement
with Big Planet effective February 15, 2000. Prior to February 15, 2000, the
Company's telecommunication services revenues were primarily dependent upon the
sales efforts of independent representatives (IRs) functioning within a Network
Marketing channel of distribution which targeted residential users and small
businesses in the United States. These revenue sources were recorded at retail.
Under terms of the agreement, I-Link's independent network marketing sales force
(the IR's) transitioned to Big Planet. A substantial decrease in
telecommunication services revenues for the quarter ended June 30, 2000 was the
financial impact as the Company's revenues from its single largest wholesale
customer's subscribers migrated from retail sales to the sell of its services to
the same subscribers through this customer at wholesale prices. While a
significant portion of the revenues has converted to wholesale, a portion of the
customer's subscriber base remains on a retail billing basis with I-Link, for
which the wholesale customer is paid a commission. Should this customer convert
this portion of their business to a wholesale relationship, I-Link would have
further declines in reported revenue with a corresponding related decrease in
commissions paid on this retail business. The first quarter of 2000 included 1
1/2 months of conversion from retail to wholesale of a portion of the revenues.
The second quarter included all three months of the conversion to wholesale on
this same portion of its revenues. The reduction in telecommunications services
revenues when going from retail to wholesale is partially offset by a

                                       12
<PAGE>

reduction in commissions paid to IRs related to telecommunication services
revenues. In addition to the transition from retail to wholesale rates with
these subscribers, the number of minutes decreased 18% primarily due to a
decrease in the number of subscribers associated with the Company's single
largest wholesale customer, who accounted for approximately 85% of the Company's
telecommunications services revenue in the second quarter. The Company's single
largest wholesale customer anticipates that minutes, subscribers and related
revenue will increase in future periods, however, the Company no longer controls
this channel and therefore cannot control future results related to this
channel.

The Company transitioned its network marketing channel to Big Planet in February
2000. Accordingly, marketing service revenues ceased in February 2000.

Technology licensing and development revenue decreased in the second quarter of
2000. During the first quarter, the Company's revenues were primarily related to
two licensing agreements that resulted in revenues of nearly $4,000,000. The
Company did not have agreements of this magnitude prior to the first quarter. On
May 9, 2000, the Company and Red Cube Group, a leading international provider of
Internet Protocol (IP) Telephony and enhanced Web-based communications services,
announced an alliance to offer global, enhanced IP communications to the
customers of each of the two companies. Red Cube Group, upon signing of the
agreement, paid the Company $10,000,000 that consisted of a $7,500,000 licensing
fee and $2,500,000 for consulting services. The $10,000,000 is nonrefundable and
will be recorded as income ratably over a two-year period. Accordingly, $833,333
was recorded as technology licensing revenue in the second quarter of 2000 while
the balance of $9,166,667 has been recorded as unearned revenue as of June 30,
2000. Revenue from this source (excluding Red Cube) will vary from quarter to
quarter based on timing of future technology licensing and development projects
and royalties from products previous sold.

Other revenues in the second quarter of 2000 of $1,008,563 represent revenues
relating to services performed for Big Planet as part of the transitioning of
the network-marketing channel, which occurred in the first quarter of 2000.
Revenues from these services to Big Planet are expected to decrease at least 50%
during the third and fourth quarters of 2000, as services rendered during the
transition are no longer needed. However, revenues from these types of services
from new customers may occur in the future. During the first quarter of 2000
other revenues included $301,103 from similar services to Big Planet and
royalties of $400,000 from the sale of Indavo units through a distributor of the
Company to a company which will not utilize the Indavo units over the I-Link
Network. As sales of the Indavo unit to customers who will not utilize the
I-Link Network are not expected to recur, there were no such revenues in the
second quarter nor is there expected to be significant revenues of this type in
the future.

The Company anticipates improved cash flow from operations in the remainder of
2000 primarily from the following sources:

- -    Additional $10,000,000 in prepaid services associated with the agreement
     between Red Cube Group and the Company in May 2000 (see discussion below).
     This amount was received in July 2000.

- -    Anticipated increase in monthly recurring subscription revenues from
     marketing of Indavo product. While the Company has decided to sell its
     Indavo devices at cost, primarily through an independent distributor, the
     Company anticipates increased recurring revenues form the sale of other
     enhanced services to Indavo users.

- -    Anticipated revenues from its GateLink product offering which commenced in
     the second quarter of 2000. During the second quarter, the Company agreed
     to host applications for five GateLink partners including Nortel (internet
     call waiting service), BigZoo.com (pre-paid cards), Me.Net (unified
     messaging), Cumulus (call center technology) and OgilvyInteractive (voice
     enabled web page). The Company anticipates that efforts in the second and
     third quarters should lead to growth of our GateLink business and related
     revenues in the fourth quarter of 2000 with significant revenues
     anticipated in the first quarter of 2001.

- -    The affiliation with Big Planet effective February 15, 2000 is anticipated
     to have a positive overall financial impact in the long-term to the Company
     by increasing revenues, reducing expenses and increasing profit margins
     through customer growth. However, the Company no longer controls this
     channel and therefore cannot control future results related to this
     channel.

The Company anticipates that in preparation for continued market penetration and
deployment of I-Link products, cash requirements for operations, continued
development of the Company's network and marketing of I-Link services will be at
increasingly higher levels than experienced in the first six months of 2000.

                                       13
<PAGE>

Since December 31, 1999, the Company entered into three agreements as follows:

- -    On May 9, 2000, the Company and Red Cube announced an alliance to offer
     global, enhanced IP communications to the customers of each of the two
     companies. Red Cube, upon signing the agreement, paid the Company
     $10,000,000 that consisted of a $7,500,000 licensing fee and $2,500,000 for
     consulting services. I-Link and Red Cube Group were obligated to use their
     best commercially reasonable effort to complete certain milestones defined
     in the agreement and to negotiate in good faith to enter into a revenue
     sharing agreement by June 23, 2000, which date was extended to July 7,
     2000. On June 30, 2000 the Company completed Milestone #1 as required under
     the agreement and signed a revenue sharing agreement. Completion of
     Milestone #1 and the signing of the revenue sharing agreement, both as
     prescribed under the agreement, obligated Red Cube to pay to I-Link an
     additional $10,000,000 for future services and removes any potential
     obligations that I-Link might have had to repay any of the $20,000,000
     received or to be received from Red Cube. The $10,000,000 for future
     services was paid to I-Link in July 2000.

- -    On February 25, 2000, the Company obtained a leasing arrangement for
     certain network equipment up to $5,000,000 dollars. As of June 30, 2000 the
     Company had approximately $4,100,000 of this lease available for additional
     equipment acquisitions.

- -    The due date of the Company's existing obligation to Winter Harbor in the
     amount of $7,768,000 and accrued interest of $1,345,801 as of December 31,
     1999, which was due April 15, 2000, was extended to April 15, 2001.

While the Company believes that the aforementioned sources of funds will be
sufficient to fund its operations in 2000, the Company anticipates that
additional funds will be necessary after such time to fund its operations and
finance the planned expansion of the Company's business communications services,
product development and manufacturing, and to discharge the financial
obligations of the Company. The availability of such funds will depend on
prevailing market conditions, interest rates, and the financial position and
results of operations of the Company. There can be no assurance that such funds
will be available or if available that they will be on terms and conditions
favorable to the Company. Furthermore, the Company may need to raise funds prior
to 2001 if, for example, the Company accelerates the expansion of its network
and services, pursue acquisitions or experiences operating losses that exceed
our current expectations.


               THREE-MONTH PERIOD ENDED JUNE 30, 2000 COMPARED TO
                     THREE-MONTH PERIOD ENDED JUNE 30, 1999

In March 1998, the Company made the decision to dispose of the operations of the
subsidiaries of the Company operating in the medical services industry in order
to concentrate on its telecommunications and technology sectors. Accordingly,
medical services operations during the three-month periods ending June 30, 2000
and 1999 have been reported as discontinued operations.


REVENUES

Telecommunication services revenue decreased $1,636,440 to $4,589,112 in the
second quarter of 2000 as compared to $6,225,552 in the second quarter of 1999.
The decrease is a direct result of the agreement with Big Planet effective
February 15, 2000. Prior to February 15, 2000, the Company's telecommunication
services revenues were primarily dependent upon the sales efforts of independent
representatives (IRs) functioning within a Network Marketing channel of
distribution. These revenue sources were recorded at retail. Under terms of the
agreement, I-Link's independent network marketing sales force (the IR's)
transitioned to Big Planet. A substantial decrease in telecommunication services
revenues for the quarter ended June 30, 2000 was the financial impact as the
Company's revenues from its single largest wholesale customer's subscribers
migrated from retail sales to the sell of its services to the same subscribers
through this customer at wholesale prices. While a significant portion of the
revenues has converted to wholesale, a portion of the customer's subscriber base
remains on a retail billing basis with I-Link, for which the customer is paid a
commission. Should this customer convert this portion of their business to a
wholesale relationship, I-Link would have further declines in reported revenue
with a corresponding related decrease in commission paid on this retail
business. In addition to the transition from retail to wholesale rates with
these subscribers, the number of minutes increased 16% primarily due to an
increase in the number of subscribers as compared to the similar period of 1999.
The increase in minutes was offset by a decrease in the average rate per minute
of approximately 36%. This decrease in rate per minute was a result of two
events: (1) transition from retail to wholesale pricing with the Company's
single largest wholesale customer who accounted for approximately 56% of the
Company's telecommunications

                                       14
<PAGE>

services revenue in the first six months of 2000 and (2) competitive pricing
pressures. The Company's single largest wholesale customer anticipates that
minutes, subscribers and related revenue will increase in future periods,
however, the Company no longer controls this channel and therefore cannot
control future results related to this channel.

The Company transitioned its network marketing channel to Big Planet in February
2000. Accordingly, marketing service revenues ceased in February 2000.

Technology licensing and development revenue increased $985,349 to $1,739,906 in
the second quarter of 2000 as compared to $754,557 in the same quarter of 1999.
On May 9, 2000, the Company and Red Cube Group entered into an agreement under
which Red Cube paid the Company $10,000,000 that consisted of a $7,500,000
licensing fee and $2,500,000 for consulting services. The $10,000,000 is
nonrefundable and is being recorded as income ratably over a two-year period.
Accordingly, $833,333 was recorded as technology licensing revenue in the second
quarter of 2000 while the balance of $9,166,667 has been recorded as unearned
revenue as of June 30, 2000. Revenue from this source (excluding Red Cube) will
vary from quarter to quarter based on timing of future technology licensing and
development projects and royalties from products previously sold.

Other revenues in the second quarter of 2000 relate to services performed for
Big Planet as part of the transitioning of the network-marketing channel.
Revenues from these services to Big Planet are expected to decrease at least 50%
during the third and fourth quarters of 2000, as services rendered during the
transition are no longer needed. However, revenues from these types of services
from new customers may occur in the future. There were no comparable revenues in
the same period of 1999.


OPERATING COSTS AND EXPENSES

Telecommunication network expense increased $797,322 in the second quarter of
2000 to $5,537,946 as compared to $4,740,624 for the same quarter of 1999. These
expenses include the costs related to the continuing development and deployment
of the Company's communication network and expenses related to the generation of
telecommunication service revenue. While telecommunication network expense is
directly related to telecommunication services revenues, the relationship is not
comparable with the same quarter in 1999 due to the transition to wholesale
rather than retail revenues as a result of the agreement with Big Planet
discussed in Telecommunication services revenue above.

Marketing service costs ceased in the first quarter of 2000. The expenses
related directly to the Company's marketing services revenue, which revenues
ceased in the first quarter of 2000. Accordingly there were no such expenses in
the second quarter of 2000.

Selling, general and administrative expense increased $2,637,257 to $5,724,953
in the second quarter of 2000 as compared to $3,087,696 in the second quarter of
1999. The increase was primarily due to increased overhead, outside services
used in connection with complex business transactions and increasing personnel
costs associated with hiring highly skilled employees to expand and administer
the Company's network and provisioning of telecommunications services.

The provision for doubtful accounts decreased $984,122 to $54,187 in the second
quarter of 2000 as compared to $1,038,309 in the same quarter of 1999. The
decrease is directly related to the transitioning of the network channel
subscribers to Big Planet in February 2000. With the transition, Big Planet
assumed the risk of collections from individual subscribers. Accordingly, the
Company continues to assess its risks of collections of accounts receivable, the
effect of which resulted in reduced provision for the three months ended June
30, 2000 as compared to the same period of 1999.

Depreciation and amortization increased $123,413 to $1,560,816 in the second
quarter of 2000 as compared to $1,437,403 in the second quarter of 1999. The
increase is primarily due to increased depreciation related to continuing
acquisitions of equipment, primarily telecommunication equipment.

Research and development increased $340,376 to $841,446 in the second quarter of
2000 as compared to $501,070 in the same period of 1999. The Company anticipates
that research and development expense will continue at a comparable amount
during the remainder of 2000.

Interest expense decreased $1,392,062 to $350,481 in the second quarter of
2000 as compared to $1,742,543 in the same quarter

                                       15
<PAGE>

of 1999. Interest in the second quarter of 2000 was primarily related to
interest on outstanding debt of the Company and capitalized leases. Interest
in the second quarter of 1999 included $1,129,620 (non-cash) in amortization
of debt discount related to certain warrants granted in connection with
$8,000,000 in loans and a $3,000,000 letter of credit to the Company from
Winter Harbor L.L.C. and interest on outstanding debt of the Company of
$612,923.

Interest and other income increased $79,797 to $112,969 in the second quarter of
2000 as compared to $33,172 in the same quarter of 1999. The increase was
primarily due to an increase in the average balance of cash on hand in the
second quarter of 2000 as compared to the same quarter of 1999.

A settlement expense of $1,359,950 was recorded in the first quarter of 2000.
This expense is the result of an obligation to issue 129,519 shares of common
stock in exchange for certain trading restrictions imposed on JNC Opportunity
Fund Ltd. ("JNC") in relation to the common stock to be issued to JNC pursuant
to a settlement and release agreement entered into in February 2000. The
settlement and release agreement settled certain litigation between the Company
and JNC over un-converted Series F preferred stock held by JNC. The amount of
this expense was subject to change in the future in relation to the changes in
the market price of the Company's common stock until May 24, 2000 when the
common stock was issued. The market price of the Company's common stock
decreased from March 31 to May 24, 2000, accordingly the Company recognized a
reduction in settlement expense of $720,385 from $1,359,950 recorded as of March
31, 2000 to $639,565 as of May 24, 2000. There was no comparable expense in
1999.


              SIX-MONTH PERIOD ENDED JUNE 30, 2000 COMPARED TO THE
                      SIX-MONTH PERIOD ENDED JUNE 30, 1999

In March 1998, the Company made the decision to dispose of the operations of the
subsidiaries of the Company operating in the medical services industry in order
to concentrate on its telecommunications and technology sectors. Accordingly,
medical services operations during the six-month periods ending June 30, 2000
and 1999 have been reported as discontinued operations.


REVENUES

Telecommunications service revenue decreased $2,531,931 to $9,876,319 in the
first six months of 2000 as compared to $12,408,250 in the first six months of
1999. The decrease is a direct result of the agreement with Big Planet effective
February 15, 2000. Prior to February 15, 2000, the Company's telecommunication
services revenues were primarily dependent upon the sales efforts of independent
representatives (IRs) functioning within a Network Marketing channel of
distribution. These revenue sources were recorded at retail. Under terms of the
agreement, I-Link's independent network marketing sales force (the IR's)
transitioned to Big Planet. A substantial decrease in telecommunication services
revenues for the six months ended June 30, 2000 was the financial impact as the
Company's revenues from its single largest wholesale customer's subscribers
migrated from retail sales to the sell of its services to the same subscribers
through this customer at wholesale prices. While a significant portion of the
revenues has converted to wholesale, a portion of the customer's subscriber base
remains on a retail billing basis with I-Link, for which the customer is paid a
commission. Should this customer convert this portion of their business to a
wholesale relationship, I-Link would have further declines in reported revenue
with a corresponding related decrease in commission paid on this retail
business. In addition to the transition from retail to wholesale rates with
these subscribers, the number of minutes increased 32% primarily due to an
increase in the number of subscribers as compared to the similar period of 1999.
The increase in minutes was offset by a decrease in the average rate per minute
of approximately 35%. This decrease in rate per minute was a result of two
events: (1) transition from retail to wholesale pricing with the Company's
single largest wholesale customer who accounted for approximately 56% of the
Company's telecommunications services revenue in the first six months of 2000
and (2) competitive pricing pressures. The Company's single largest wholesale
customer anticipates that minutes, subscribers and related revenue will increase
in future periods, however, the Company no longer controls this channel and
therefore cannot control future results related to this channel.

Marketing services revenue, which included revenue from independent
representatives for promotional and presentation materials, WebCentre, and
ongoing administrative support decreased $1,771,608 to $464,354 in the first
six-months of 2000

                                       16
<PAGE>

as compared to $2,235,962 in the same period of 1999. The decrease was primarily
a result of transition of this network-marketing channel to Big Planet in
February 2000, which with such transition, marketing service revenues ceased.

Technology licensing and development revenue increased $5,197,433 to $6,246,406
in the first six months of 2000 as compared to $1,048,973 in the first six
months of 2000. During the first six months of 2000, the Company's increase in
these revenues was primarily from two sources. First, the Company entered into
two licensing agreements that resulted in revenues of nearly $4,000,000. Second,
on May 9, 2000, the Company and Red Cube Group entered into an agreement under
which Red Cube paid the Company $10,000,000 that consisted of a $7,500,000
licensing fee and $2,500,000 for consulting services. The $10,000,000 is being
recorded as income ratably over a two-year period. Accordingly, $833,333 was
recorded as technology licensing revenue in the second quarter of 2000 while the
balance of $9,166,667 has been recorded as unearned revenue as of June 30, 2000.
Revenue from this source will vary from quarter to quarter based on timing of
technology licensing and development projects and royalties from products
previous sold.

Other revenues in the first six months of 2000 include $1,309,667 which
represent revenues relating to services performed for Big Planet as part of the
transitioning of the network marketing channel which occurred in the first
quarter of 2000. Revenues from these services to Big Planet are expected to
decrease significantly during the third and fourth quarters of 2000, as services
rendered during the transition are no longer needed. However, revenues from
these types of services from new customers may occur in the future. During the
six months of 2000 other revenues also included royalties of $400,000 from the
sale of Indavo units to through a distributor of the Company to a company which
will not use the Indavo units over the I-Link Network. As sales of the Indavo
unit to customers who will not use the I-Link Network are not expected to recur,
there were no such revenues in the second quarter nor is there expected to be
significant revenues of this type in the future.


OPERATING COSTS AND EXPENSES

Telecommunication network expense increased $2,586,954 in the six months ended
June 30 2000 to $11,651,008 as compared to $9,064,054 for the same period in
1999. These expenses include the costs related to the continuing development and
deployment of the Company's communication network and expenses related to the
generation of telecommunication service revenue. While telecommunication network
expense is directly related to telecommunication services revenues, the
relationship is not comparable with the same period in 1999 due to the
transition to wholesale rather than retail revenues as a result of the agreement
with Big Planet discussed above in Telecommunication services revenue.

Marketing service costs decreased $2,630,722 to $349,034 in the first six months
of 2000 as compared to $2,979,756 for the same period in 1999. The decrease is a
direct result of the decreased marketing service revenues during the same
period. These expenses related directly to the Company's marketing service
revenue. Marketing service expenses included commissions and the costs of
providing promotional and presentation materials, national and regional
conventions and ongoing administrative support. The decrease in expense is
directly related to the transition of this network marketing channel to Big
Planet in February 2000, which resulted in the cessation of marketing service
revenues and accordingly the related expenses.

Selling, general and administrative expense increased $3,719,222 to $9,644,041
in the first six months of 2000 as compared to $5,924,819 in the first six
months in 1999. The increase was primarily due to increased overhead, outside
services used in connection with complex business transactions and increasing
personnel costs associated with hiring highly skilled employees to expand and
administer the Company's network and provisioning of telecommunications
services.

The provision for doubtful accounts decreased $1,564,112 to $379,903 in the six
months of 2000 as compared to $1,944,015 in the same period in 1999. The
decrease is directly related to the transitioning of the network channel
subscribers to Big Planet in February 2000. With the transition, Big Planet
assumed the risk of collections from individual subscribers. Accordingly, the
Company continues to assess its risks of collections of accounts receivable, the
effect of which resulted in reduced provision for the six months ended June 30,
2000 as compared to the same period of 1999.

Depreciation and amortization increased $268,882 to $3,049,705 in the first
quarter of 2000 as compared to $2,780,823 in the first six months of 1999. The
increase is primarily due to increased depreciation related to continuing
acquisitions of equipment, primarily telecommunication equipment.

                                       17
<PAGE>

In the first quarter of 1999, the Company recorded a write-down of capitalized
software costs of $1,847,288. IIn May 1999, the Company's management and its
Board of Directors concluded that certain systems would not significantly
enhance the Company's existing billing and information systems or meet its
ultimate needs and accordingly the Company recorded a write-down on the
in-process system development of $1,847,288.

Research and development increased $600,253 to $1,674,358 in the first six
months of 2000 as compared to $1,074,105 in the same period in 1999. The Company
anticipates that research and development expense will continue at a comparable
amount during the remainder of 2000.

Interest expense decreased $2,074,109 to $794,323 in the first six months of
2000 as compared to $2,868,432 in the same period in 1999. Interest expense in
the first six months of 2000 was primarily due to interest on outstanding debt
and capitalized leases of the Company other than $111,000 of interest related to
issuance of 20,458 shares of common stock as interest expense included in the
JNC Opportunity Fund Ltd. settlement described below. Interest expense in the
first six months of 1999 was primarily due to $1,766,938 (non-cash) in
amortization of debt discount related to certain warrants granted in connection
with $8,000,000 in loans and a $3,000,000 letter of credit to the Company from
Winter Harbor L.L.C. (which did not recur in 2000) and interest on outstanding
debt of the Company of $1,101,494.

Interest and other income increased $94,045 to $150,796 in the first six months
of 2000 as compared to $56,751 in the same period of 1999. The increase was
primarily due to an increase in the average balance of cash on hand in the first
six months of 2000.

A settlement expense of $639,565 was recorded in the first six months of 2000.
This expense is the result of an obligation to issue 129,519 shares of common
stock in exchange for certain trading restrictions imposed on JNC Opportunity
Fund Ltd. ("JNC") in relation to the common stock to be issued to JNC pursuant
to a settlement and release agreement entered into in February 2000. The
settlement and release agreement settled certain litigation between the Company
and JNC over un-converted Series F preferred stock held by JNC. The amount of
this expense was based upon the market price of the Company's common stock on
May 24, 2000 when the common stock was issued. There was no comparable expense
in 1999.

The Company recorded an additional loss from discontinued operations in the
first six months of 1999 in the amount of $350,000. There was no such loss
recorded in the same period of 2000.

                                       18
<PAGE>

PART II - OTHER INFORMATION

ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The Company held a special meeting of stockholders on May 23, 2000, at which one
proposal was considered and passed by the stockholders:

Proposal 1 was "To approve the issuance to JNC Opportunity Fund Ltd. of a number
of shares or our common stock equal to the additional share amount and, if
required, the late share amount and additional late share amount as such terms
were used in the pertinent agreements, all pursuant to the terms set forth in
the settlement and release agreement, dated March 10, 2000, by and between JNC
Opportunity Fund and the Company." The vote on Proposal 1 was 19,020,320 votes
for, 292,507 votes against, with 1,479,572 votes abstaining.


ITEM 6(a) - EXHIBITS

<TABLE>
<CAPTION>
Exhibit
Number    Item
- ------    ----
<S>       <C>
10.6      Form of Cooperation and Framework Agreement between I-Link
          Incorporated and Cyber Office International AG. dated May 8, 2000.

10.7      Form of Revenue Sharing Agreement between I-Link Incorporated and Red
          Cube International AG (Formerly known as Cyber Office International
          AG. dated June 30, 2000.

10.8      Form of Letter dated June 30, 2000, clarifying a Cooperation and
          Framework Agreement issue.

27        Financial data schedule.

</TABLE>

ITEM 6(b) - REPORTS ON FORM 8-K

None


                                       19
<PAGE>

SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunder duly authorized.



                                       I-Link Incorporated
                                          (Registrant)




Date:  August 11, 2000                 By:  /s/ John W. Edwards
                                          ----------------------------------
                                          John W. Edwards
                                          Chief Executive Officer


                                       By: /s/ John M. Ames
                                          ----------------------------------
                                          John M. Ames
                                          Acting Chief Financial Officer and
                                          Chief Operating Officer


                                       20





</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.6
<SEQUENCE>2
<FILENAME>ex-10_6.txt
<DESCRIPTION>EXHIBIT 10.6
<TEXT>

<PAGE>

EXHIBIT 10.6

                       COOPERATION AND FRAMEWORK AGREEMENT

     This Cooperation and Framework Agreement (this "Framework Agreement"), is
made as of this 8th day of May, 2000, by and between I-Link Incorporated, a
Florida corporation having its principal office at 13751 S. Wadsworth Park
Drive, Suite 200, Draper, Utah 84020 ("I-Link"), and Cyber Office International
AG, a Swiss corporation having its principal office at Foerrlibuckstrasse 178,
8005 Zurich, Switzerland ("Cyber Office").

                                    RECITALS

     WHEREAS, Cyber Office and I-Link are each in the business of providing
     enhanced communication services through an advanced IP network and
     application architecture;

     WHEREAS, the parties desire to enter into a strategic relationship to
     create a [***].

     WHEREAS, the parties intend to interconnect their IP networks in order to
     be able to offer seamless and transparent services to their respective
     customers in the United States and Europe;

     WHEREAS, this Framework Agreement is intended to set forth the principal
     terms of the parties' cooperation;

     NOW, THEREFORE, in consideration of the above recitals and mutual
     agreements set forth in this agreement, the parties intending to be legally
     bound, agree as follows:

1.   Definitions.

In this Framework Agreement, including the Recitals, unless the context requires
another meaning:

1.1  "AFFILIATE" means with respect to a specified Person (i) any Person that
directly, or indirectly through one or more intermediaries, controls, or is
controlled by, or is under common control with, the Person specified; (ii) each
Person that serves as a director, officer, employee, partner, member, manager,
executor, or trustee of such specified
<PAGE>

Person (or in a similar capacity); and (iii) any Affiliate of any individual
described in clause (ii). For purposes of this definition, "control" of a Person
will mean the possession, directly or indirectly, of the power to direct or
cause the direction of its management or policies, whether through the ownership
of voting securities, by contract or otherwise.

1.2  "CHANGE OF CONTROL TRANSACTION" means (1) I-Link enters into a transaction
(other than a transaction with Cyber Office or Winter Harbor or any of their
respective Affiliates) the result of which would be a merger, reorganization,
combination, share exchange, consolidation or similar transaction involving the
purchase of more than 50% of the assets or more than 50% of the shares of common
stock of I-Link (the "I-Link Common Stock") on a fully diluted basis, or (2) in
any event if a third party (other than Cyber Office or Winter Harbor or any of
their respective Affiliates) acquires more than 50% of the assets or more than
50% of the I-Link Common Stock on a fully diluted bases.

1.3  "COMBINED NETWORK" is the I-Link Network and the Cyber Office Network and
any hardware used to connect the I-Link Network and Cyber Office Network.

1.4  "DIRECT COMPETITOR" means any direct competitor of Cyber Office listed in
Schedule D hereto, which schedule may be periodically updated by mutual
agreement of Cyber Office and I-Link to reflect the then current market
conditions. The parties hereto acknowledge that a Person will cease to be a
Direct Competitor to the extent such Person merges with or into I-Link or any
subsidiary of I-Link or I-Link directly or indirectly acquires all or
substantially all of the assets or a majority of the capital stock of such
Person.

1.5  "ONE YEAR EXCLUSIVE ACTIVITIES" are: (i) the licensing of the Licensed
Technology to any Direct Competitor for the provision of services to end users
located in the countries listed in Schedule E; (ii) allowing the sale of I-Link
services to any Direct Competitor for the provision of services to end users
located in the countries listed in Schedule E; or (iii) allowing any Direct
Competitor to use the I-Link Network, I-Link Platform and Licensed Technology to
offer services to end users located in the countries listed in Schedule E, which
services are similar to or in competition with those offered by Cyber Office.

1.6  "TWO YEAR EXCLUSIVE ACTIVITIES" are: (i) the licensing of the Licensed
Technology to any Direct Competitor for the provision of services to end users
located in the countries listed in Schedule F; (ii) allowing the sale of I-Link
services to any Direct Competitor for the provision of services to end users
located in the countries listed in Schedule F; or (iii) allowing any Direct
Competitor to use the I-Link Network, I-Link Platform and Licensed Technology to
offer services to end users located in the countries listed in Schedule F, which
services are similar to or in competition with those offered by Cyber Office.

                                       2
<PAGE>

1.7  "CYBER OFFICE NETWORK" is the network used by Cyber Office to provide
enhanced communications services to its current end users.

1.8  "CYBER OFFICE PLATFORM" is the software used by Cyber Office on the Cyber
Office Network to provide enhanced communications services.

1.9  "INTELLECTUAL PROPERTY RIGHTS" means all patents and patent applications
(including all divisions, continuations, continuations-in-part, reissues,
renewals, extensions, supplementary protection certificates, utility models and
the like), copyrights (whether registered or unregistered), trade dress, trade
marks (whether registered or unregistered) discoveries, inventions, designs
(whether registered or unregistered), circuit layout rights, moral rights and
other intellectual property rights (including Know-How) and any applications
for, or rights to obtain or acquire such rights, whether currently existing or
hereafter acquired.

1.10 "I-LINK NETWORK" is the network used by I-Link to provide enhanced
communications to provide services to its current end users.

1.11 "I-LINK PLATFORM" is the software used by I-Link on the I-Link Network to
provide enhanced communications services.

1.12 "JOINT NETWORK OPERATING AGREEMENT" means the agreement contemplated in
Section 4.1.

1.13 "KNOW-HOW" means all unpatented proprietary and/or confidential know- how,
trade secrets, information, data and materials, in whatever form, including, but
not limited to, the following: specifications, calculations, formulae
engineering and technical data, blueprints, diagrams, charts, results, computer
programs, designs, skills, methods, techniques, procedures, manufacturing data
and marketing or sales information.

1.14 "LICENSED TECHNOLOGY" means the Intellectual Property Rights of I-Link
(together with all updates thereto) which relate to the I-Link Platform, all as
more fully described in Schedule A.

1.15 "PERFORMANCE MILESTONES" means the milestones set forth in Schedule B
hereto.

1.16 "PERSON" means any individual, sole proprietorship, firm, corporation,
general or limited partnership, limited liability partnership, joint venture,
limited liability company, estate, trust, association, organization, or other
entity.

1.17 "RESOURCE COMMITMENTS" has the meaning set forth in Section 3.1.

1.18 "SOURCE CODE" means insofar as I-Link uses any or all of the following for
the functioning and maintenance of the I-Link Platform, the computer software
and any

                                       3
<PAGE>

associated documentation in human-readable form, including programmers'
comments, and the following items to the extent they are confidential: data
files and structures, APIs, header and include files, macros, programming tools
not commercially available, technical specifications, flowcharts and logic
diagrams.

1.19 "WINTER HARBOR" means Winter Harbor LLC, a Delaware limited liability
company.

2.   ACCESS TO RIGHTS AND TECHNOLOGY.

2.1  TECHNOLOGY GRANT. I-Link hereby grants to Cyber Office a perpetual (subject
to Section 12.3(b)) non-transferable license to use the Licensed Technology for
the purpose of implementing the Combined Network and providing enhanced
telecommunications services, provided however that such license shall not extend
to or permit the use of the Licensed Technology in connection with, any
multilevel or network marketing distribution channels like, for example, the
current arrangements between I-Link and Big Planet (the "Purpose"). Cyber Office
shall not use the Licensed Technology in connection with any of its products and
services other than the Purpose and shall otherwise use it solely in accordance
with this Framework Agreement. The parties acknowledge and agree that as
consideration for the foregoing license and other rights described herein,
I-Link and Cyber Office will enter into the Revenue Sharing Agreement described
below, which Revenue Sharing Agreement will provide for certain payments between
the parties.

2.2  ACCESS GRANT. Cyber Office hereby grants to I-Link a nontransferable
license to access the Cyber Office Network for the purpose of implementing the
Combined Network. I-Link hereby grants to Cyber Office a nontransferable license
to access the I-Link Network for the purpose of implementing the Combined
Network.

2.3  EXCLUSIVITY. (a) For a period of two years commencing from the date hereof,
I-Link shall not, except pursuant to any agreement in existence on the date
hereof, engage in any of the Two Year Exclusive Activities without the prior
written consent of Cyber Office; provided, however, if Cyber Office has not made
the payment specified in Section 5.2(a) within 75 days from the date of the
execution of this Framework Agreement (whether or not pursuant to such Section
5.2(a) Cyber Office is required to make such payment), then the provisions of
this Section 2.3 shall be of no effect.

     (b)  For a period of one year commencing from the date hereof, I-Link shall
not, except pursuant to any agreement in existence on the date hereof, engage in
any of the One Year Exclusive Activities, without the prior written consent of
Cyber Office; provided, however, if Cyber Office has not made the payment
specified in Section 5.2(a) within 75 days from the date of the execution of
this Framework Agreement (whether or

                                       4
<PAGE>

not pursuant to such Section 5.2(a) Cyber Office is required to make such
payment), then the provisions of this Section 2.3 shall be of no effect.

     (c)  During the term of this Framework Agreement, Cyber Office agrees that
it will not provide any IP-based enhanced communications services to end users
in North America (the "Cyber Office North American Services") other than on the
I-Link Network. In providing the Cyber Office North American Services on the
I-Link Network, I-Link agrees that all access to the I-Link Network, revenue
sharing and pricing arrangements shall be [***]. Notwithstanding the forgoing,
in the event that I-Link is not able to provide Cyber Office with sufficient
capacity for the provision of Cyber Office's North American Services [***],
Cyber Office shall not be subject to the restrictions in this Section 2.3(c).

2.4  TECHNOLOGY UPDATES.

     (a)  Cyber Office and I-Link agree that all modifications, enhancement
updates and new additions to and advances in the Combined Network and any
associated technology (including any Intellectual Property Rights) when
individually developed by I-Link (the "I-Link Technology Updates") shall be
exclusively owned by I-Link, when individually developed by Cyber Office (the
"Cyber Office Technology Updates") shall be exclusively owned by Cyber Office,
and when jointly developed by both parties (the "Joint Technology Updates")
shall be jointly owned.

     (b)  All I-Link Technology Updates shall be exclusively controlled by
I-Link; however, I-Link's implementation of any I-Link Technology Update shall
not impair Cyber Office's ability to access and utilize the Combined Network.
For the purpose of this Section, Cyber Office's ability to access and utilize
the Combined Network would be considered impaired if Cyber Office is not able to
provide services to its customers at least as effectively as before the I-Link
Technology Update is implemented (the "I-Link Impairment"). If the
implementation of such I-Link Technology Update requires the modification of the
then existing Cyber Office Network in order to avoid the I-Link Impairment,
Cyber Office's consent to such modifications shall not be unreasonably withheld.

     (c)  All Cyber Office Technology Updates shall be exclusively controlled by
Cyber Office; however, Cyber Office's implementation of any Cyber Office
Technology Update shall not impair I-Link's ability to access and utilize the
Combined Network. For the purpose of this Section, I-Link's ability to access
and utilize the Combined Network would be considered impaired if I-Link is not
able to provide services to its customers at least as effectively as before the
Cyber Office Technology Update is implemented (the "Cyber Office Impairment").
If the implementation of such Cyber Office Technology Update requires the
modification of the then existing I-Link Network in order to avoid the

                                       5
<PAGE>

Cyber Office Impairment, I-Link's consent to such modifications shall not be
unreasonably withheld.

     (d)  The Joint Technology Updates shall be jointly controlled by both
parties and shall not be implemented such as to cause an I-Link Impairment or
Cyber Office Impairment without the consent of both parties, which consent shall
not be unreasonably withheld.

2.5  CAPACITY COMMITMENT. Cyber Office agrees to provide I-Link every 30 days
(and upon such intervals as I-Link reasonably requests) information with respect
to Cyber Office expected use of the Combined Network for the 90 days following
the delivery of such information. I-Link agrees to increase the capacity of and
to upgrade the I-Link Network on a timely basis in order to accommodate any
increased use of the I-Link Network experienced as a result of the operation of
the Combined Network due to the normal and customary growth of the Cyber
Office's subscriber base (consistent with Cyber Office's currently forecasted
growth) or as a result of arrangements entered into by I-Link. In the event that
the I-Link Network is operating at or above normal capacity, I-Link shall ensure
that Cyber Office's access to the I-Link Network is in amounts and on terms no
less favorable than the access to the I-Link Network granted by I-Link to third
parties (only to the extent such third parties purchase comparable services from
I-Link in quantities comparable to those purchased from I-Link by Cyber Office).

2.6  PERFORMANCE MILESTONES AND RESOURCE COMMITMENTS COVENANT

     (a)  I-Link agrees that as a fundamental and material component of this
Framework Agreement that it will use its best commercially reasonable efforts to
help complete the Performance Milestones as set forth on Schedule B and the
Resource Commitments for which it is responsible.

     (b)  Cyber Office agrees that as a fundamental and material component of
this Framework Agreement that it will use its best commercially reasonable
efforts to help complete the Performance Milestones as set forth on Schedule B
and the Resource Commitments for which it is responsible.

3.   CONSULTING.

3.1  UPGRADE OF CYBER OFFICE'S PLATFORM. In order to permit the seamless
provision of the use of the Licensed Technology for the Purpose, I-Link shall
provide all necessary assistance to Cyber Office in order to (i) upgrade the
Cyber Office Platform to facilitate implementation of the Combined Network; and
(ii) achieve the Performance Milestones set forth in Schedule B hereto in
accordance with the terms thereof. As a material and fundamental component of
this Framework Agreement, I-Link shall provide for the substantial commitment of
personal time of [***] in addition to the commitment of time

                                       6
<PAGE>

from any other personnel and resources required to meet its obligations under
the Performance Milestones set forth on Schedule B and generally under this
Framework Agreement (the "Resource Commitments"). Notwithstanding the foregoing,
to the extent any of the foregoing persons is no longer employed by I-Link, in
lieu of providing the personal time of any such person, I-Link shall be required
to provide the personal time of the person or persons who assumed such foregoing
person's duties and responsibilities. The parties agree to more fully describe,
if necessary, the Performance Milestones and Resource Commitments as part of the
consulting agreement described in Section 3.2.

3.2. CONSULTING AGREEMENT. As soon as reasonably practicable after the date
hereof, the parties hereto agree to enter into a consulting agreement (the
"Consulting Agreement") which shall set forth the timetable and content of
upgrades to be made to the Cyber Office Platform by I-Link and the resources
required of I-Link to perform such upgrades in order to meet its obligations set
forth in Section 3.1.

4.   OPERATION OF THE JOINT NETWORK.

4.1  JOINT NETWORK OPERATING AGREEMENT. In order to more fully implement the
terms of their cooperation, Cyber Office and I-Link agree to reasonably
negotiate and enter into a joint network operating agreement (the "Joint Network
Operating Agreement") as soon as reasonably practicable following the execution
of this Framework Agreement. The Joint Network Operating Agreement shall provide
for:

     (a)  Cyber Office's right to use the Combined Network to provide Cyber
Office's and I-Link's proprietary services and applications under Cyber Office's
and/or I-Link's brands;

     (b)  ongoing mutual design, planning, implementation, testing, integration,
training, technical and operational consulting, maintenance and support of the
Combined Network;

     (c)  I-Link's right to use the Combined Network to provide I-Link's and its
partners' and its customers' proprietary services and applications; and

     (d)  associated pricing and joint billing for the use of the Combined
Network; and

     (e)  joint development and marketing of new applications and services for
the Combined Network.

                                       7
<PAGE>

4.2  REVENUE SHARING AGREEMENT. As soon as reasonably practicable after the date
hereof and consistent with the terms of Section 5.2, the parties hereto agree to
negotiate in good faith and enter into a Revenue Sharing Agreement (the "Revenue
Sharing Agreement").

5.   PAYMENT.

5.1  [INTENTIONALLY LEFT BLANK]

5.2  PREPAYMENT FOR SERVICES. (a) By the date that is 75 days after the
execution of this Framework Agreement, provided that on or before such date
I-Link has substantially completed Milestone Number 1 as set forth in Schedule
B, Cyber Office shall pay to I-Link $10 million in cash (the "Service
Prepayment"). Such Service Prepayment shall be payment for the use of the I-Link
Network and Licensed Technology and shall be credited against amounts owed by
Cyber Office to I-Link under the Revenue Sharing Agreement.

     (b)  As fundamental components of the Revenue Sharing Agreement (i) in
consideration for the substantial advance payment represented by the Service
Prepayment, I-Link shall offer to Cyber Office a significant discount on the
fees charged by or revenues to be shared with I-Link as compared to the fees
charged by or revenues to be shared with I-Link under I-Link's normal pricing
and revenue sharing arrangements; and (ii) in any event, all revenue sharing and
pricing arrangements shall be [***].

5.3. LICENSE AND CONSULTING FEES. In consideration for the license and access
rights granted under this Framework Agreement, Cyber Office shall pay to I-Link
$7.5 million in cash upon the execution of this Framework Agreement. In
consideration for any services performed by I-Link under the Consulting
Agreement and Section 3.1, Cyber Office shall pay I-Link $2.5 million in cash
upon the execution of this Framework Agreement.


6.   REPRESENTATIONS AND WARRANTIES.

6.1  REPRESENTATIONS AND WARRANTIES OF I-LINK. I-Link represents and warrants to
Cyber Office as follows:

     (a)  I-Link is a corporation duly organized, validly existing, and in good
standing under the laws of its jurisdiction of incorporation, with full
corporate power and authority to conduct its business as it is now being
conducted, to own or use the properties and assets that it purports to own or
use, and to perform all its obligations under this Framework Agreement. I-Link
is duly licensed or qualified to do business under the laws of each state or
other jurisdiction in which either the ownership or use of the properties owned
or used by it, or the nature of the activities conducted by it requires such
licensing or qualification, except to the extent that the failure to be so
licensed or

                                       8
<PAGE>

qualified would not have a material adverse effect on I-Link. I-Link has
delivered to Cyber Office copies of the certificate of incorporation and
articles of incorporation and by-laws of I-Link.

     (b)  I-Link has full power and authority to execute and deliver this
Framework Agreement, and to perform its obligations hereunder and to consummate
the transactions contemplated hereby. The execution, delivery and performance by
I-Link of this Framework Agreement have been duly and validly authorized and no
additional corporate authorization or consent is required in connection with the
execution, delivery and performance by I-Link of this Framework Agreement. This
Agreement constitutes the valid and legally binding obligation of I-Link,
enforceable against I-Link in accordance with its terms, subject, as to
enforcement, to bankruptcy, insolvency, reorganization and other laws of general
applicability relating to or affecting creditors' rights and to general equity
principles whether or not considered in a court of law or equity.

     (c)  During the term of this Framework Agreement, I-Link will not enter
into any agreement, arrangement or affiliation with any Person or engage in any
conduct that would be in conflict with Cyber Office's rights under Section 2 of
this Framework Agreement.

     (d)  I-Link has not licensed or granted to any third party any rights in
the I-Link Network or entered into any reselling or other agreements that are in
conflict with the license rights granted by I-Link to Cyber Office hereunder.

     (e)  Except as set forth on Annex A hereto, I-Link has not received any
written notice or claim, and is not otherwise aware that the Licensed Technology
infringes or misappropriates the valid proprietary rights of any other Person.

     (f)  To the extent that the Licensed Technology comprises Confidential
Information (as defined below), it has been kept confidential by I-Link.

     (g)  Entering into this contract by I-Link does not result in any material
breach of any agreement to which I-Link is a party.

     (h)  There is no unsatisfied judgment or, arbitral award or decision of any
court or tribunal against I-Link and there is no claim, demand, litigation,
arbitration or prosecution to which I-Link is a party, or to I-Link's knowledge,
pending or threatened, in respect of the Licensed Technology, the I-Link
Platform or I-Link Network.

     (i)  No action or proceeding is pending or, in so far as I-Link knows, is
threatened against I-Link before any court, administrative agency or other
tribunal which would be reasonably likely to impact I-Link's right, power and
authority to enter into this Framework Agreement or to otherwise carry out its
obligations hereunder.

                                       9
<PAGE>

6.2  REPRESENTATIONS AND WARRANTIES OF CYBER OFFICE. CYBER OFFICE REPRESENTS AND
WARRANTS TO I-LINK AS FOLLOWS:

     (a)  Cyber Office is a corporation duly organized, validly existing, and in
good standing under the laws of its jurisdiction of incorporation, with full
corporate power and authority to conduct its business as it is now being
conducted, to own or use the properties and assets that it purports to own or
use, and to perform all its obligations under this Framework Agreement. Cyber
Office is duly licensed or qualified to do business under the laws of each state
or other jurisdiction in which either the ownership or use of the properties
owned or used by it, or the nature of the activities conducted by it requires
such licensing or qualification except to the extent that the failure to be so
licensed or qualified would not have a material adverse effect on Cyber Office.

     (b)  Cyber Office has full power and authority to execute and deliver this
Framework Agreement, and to perform its obligations hereunder and to consummate
the transactions contemplated hereby. The execution, delivery and performance by
Cyber Office of this Framework Agreement have been duly and validly authorized
and no additional corporate authorization or consent its required in connection
with the execution, delivery and performance by Cyber Office of this Framework
Agreement. This Agreement constitutes the valid and legally binding obligation
of Cyber Office, enforceable against Cyber Office in accordance with its terms,
subject, as to enforcement, to bankruptcy, insolvency, reorganization and other
laws of general applicability relating to or affecting creditors' rights and to
general equity principles whether or not considered in a court of law or equity.

     (c)  During the term of this Framework Agreement, Cyber Office will not
enter into any agreement, arrangement or affiliation with any Person or engage
in any conduct that would be in conflict with I-Link's rights under Section 2 of
this Framework Agreement.

     (d)  Entering into this contract by Cyber Office does not result in any
material breach of any agreement to which Cyber Office is a party.

     (e)  No action or proceeding is pending or, in so far as Cyber Office
knows, threatened against Cyber Office before any court, administrative agency
or other tribunal which would be reasonably likely to impact upon Cyber Office's
right, power and authority to enter into this Framework Agreement or to
otherwise carry out its obligations hereunder.

7.   [INTENTIONALLY LEFT BLANK].

                                       10
<PAGE>

8.   INTELLECTUAL PROPERTY INDEMNITY.

8.1  INTELLECTUAL PROPERTY RIGHT INFRINGEMENT INDEMNITY. I-Link will indemnify
Cyber Office from and against all actions, proceedings, claims, damages, costs,
expenses, and demands (collectively "Damages") by third parties in respect to
the infringement or alleged infringement of any Intellectual Property Rights or
Know-How belonging to such third parties arising from the exploitation by Cyber
Office or I-Link of the Licensed Technology under and in accordance with this
Framework Agreement; provided however, such indemnification shall not apply to
any action taken or action not taken by Cyber Office after I-Link has provided
Cyber Office notice stating that such action taken or action not taken would
infringe upon the Intellectual Property Rights or Know-How of third parties or
would otherwise give rise to Damages.

     (b)  Without limiting any other rights that Cyber Office may have, if it is
determined by an independent tribunal of fact or law or if it is agreed between
the parties that through Cyber Office's exercise of its rights contemplated in
this Framework Agreement an infringement of the intellectual property rights of
a third party has occurred, I-Link will make all reasonable efforts to procure
for Cyber Office the right to continue to exercise the rights granted to Cyber
Office under this Framework Agreement.

9.   FURTHER INDEMNITIES.

9.1. Each party agrees to indemnify the other party and its officers, employees
and agents ("Those Indemnified") against all expenses, losses, damages and costs
(including legal fees) incurred by Those Indemnified in the performance of this
agreement as a result of:

     (a)  any injury to or death of any person caused by an act or omission of
the indemnifying party or its officers, employees, agents or subcontractors; or

     (b)  any damage to real or tangible property caused by any act or omission
of the indemnifying party or its officers, employees, agents or subcontractors;
or

     (c)  the gross negligence or willful misconduct of the indemnifying party
or its officers, employees, agents or subcontractors; or

     (d)  a breach of any of the terms or warranties of this Framework Agreement
by the indemnifying party or its officers, employees, agents or subcontractors.

10.  INDEMNITY PROCEDURE.

                                       11
<PAGE>

     Any Person entitled to make a claim for indemnification under Sections 8 or
9 (the "Indemnified Party") not involving a claim or demand by a third party,
may make a claim for indemnification by giving written notice of the assertion
of such claim covered by this indemnity to the Person from whom it is seeking
indemnification (the "Indemnifying Party"). With respect to third party claims,
all claims for indemnification by any Indemnified Party hereunder shall be
asserted and resolved as set forth below in this Section 10. In the event that
any written claim or demand for which the Indemnifying Party would be liable to
any Indemnified Party hereunder is asserted against or sought to be collected
from any Indemnified Party by a third party, such Indemnified Party shall
promptly, but in no event more than thirty (30) days following such Indemnified
Party's receipt of such claim or demand, notify the Indemnifying Party of such
claim or demand (the "Claim Note"); provided, however, that the Indemnified
Party's failure to provide such notice in not more than thirty (30) days shall
not preclude the Indemnified Party from being indemnified for such claim or
demand, except to the extent that the failure to give timely notice results in
material prejudice to the Indemnifying Party. The Indemnifying Party shall have
ten (10) days from the personal delivery or mailing of the Claim Notice (the
"Notice Period") to notify the Indemnified Party whether or not it desires to
defend the Indemnified Party against such claim or demand. All costs and
expenses incurred by the Indemnifying Party in defending such claim or demand
shall be a liability of, and shall be paid by, the Indemnifying Party. Except as
hereinafter provided, in the event that the Indemnifying Party notifies the
Indemnified Party within the Notice Period that it desires to defend the
Indemnified Party against such claim or demand the Indemnifying Party shall have
the right to defend the Indemnified Party by appropriate proceedings and shall
have the sole power to direct and control such defense. If any Indemnified Party
desires to participate in any such defense, it may do so at its sole cost and
expense, except that if the Indemnified Party advises the Indemnifying Party
that there are issues which raise conflicts of interests between the
Indemnifying Party and the Indemnified Party, the Indemnified Party may retain
counsel satisfactory to it, and the Indemnifying Party shall pay all reasonable
fees and expenses of such counsel. The Indemnifying Party shall not without the
prior written consent of the Indemnified Party, settle, compromise or offer to
settle or compromise any claim or demand if such settlement or compromise
provides for anything other than the payment of monetary damages. The
Indemnified Party shall not settle a claim or demand and the Indemnifying Party
shall not be liable for any claim or demand settled without the prior written
consent of the Indemnifying Party. To the extent the Indemnifying Party shall
direct, control or participate in the defense or settlement of any third party
claim or demand, the Indemnified Party will give the Indemnifying Party and its
counsel access to, during normal business hours, the relevant business records
and other documents, and shall during such hours permit them to consult with the
employees and counsel of the Indemnified Party. The Indemnified Party shall use
its commercially reasonable efforts in the defense of all such claims or
demands. Except in the case of common law fraud, Sections 8 and 9 shall be the
exclusive remedy of the Indemnified Parties for any

                                       12
<PAGE>

Damages arising out of or relating to the breach of any representation or
warrant made in this Framework Agreement.

11.  CONFIDENTIALITY.

11.1 CONFIDENTIAL INFORMATION. (a) In connection with this Framework Agreement,
each of I-Link and Cyber Office (in such capacity, the "Recipient") has
received, developed or been given access to, and shall in the future receive,
develop or be given access to, certain information and materials deemed
confidential by and/or proprietary to the other party hereto (in such capacity,
the "Disclosing Party"), including, without limitation, Intellectual Property
Rights trade secrets, Know-How, technical data and/or other information and
materials pertaining to (i) this Framework Agreement and its terms and
conditions; (ii) the Licensed Technology and Combined Network; and (iii) the
Disclosing Party's products, services, customers, potential customers,
employees, operating methods, sources of supply, potential sources of supply,
distribution methods, sales, sales plans, sales methods, profits, markets,
financing or plans for future development (collectively, "Confidential
Information"). Notwithstanding the foregoing sentence, "Confidential
Information" shall not include any information or materials which:

     (i)   prior to disclosure, are or were known or generally available to the
public;

     (ii)  after disclosure, become known to the public through no act or
omission of the Recipient or any of its Representatives (as defined below) or
any other Person with an obligation of confidentiality to the Disclosing Party;

     (iii) are independently developed by or for the Recipient, as evidenced by
written records of the Recipient;

     (iv)  are required to be disclosed (x) pursuant to an applicable law, rule,
regulation, government requirement or court order, or the rules of any stock
exchange or automated quotation system or (y) in connection with such party's
(i) public offering of its securities, (ii) listing of its securities on an
exchange or automated quotation system, or (iii) on-going national, federal,
state, local, or other governmental reporting requirements related to such
party's securities and in the case of this clause (y) such party's counsel has
provided written advice that such disclosure is required by applicable law or
regulation (provided, however, that in all of the foregoing notices the
Recipient shall advise the Disclosing Party of such required disclosure promptly
upon learning thereof in order to afford the Disclosing Party a reasonable
opportunity to contest, limit and/or assist the Recipient in crafting such
disclosure); or

     (v)   as agreed to in writing by the parties hereto.

                                       13
<PAGE>

11.2 PROTECTION OF CONFIDENTIAL INFORMATION. A Recipient shall take reasonable
steps to prevent the Disclosing Party's Confidential Information from being
disclosed to any other Person. Notwithstanding the foregoing, a Recipient may
disclose such Confidential Information to those directors, officers, employees,
agents and sublicensees of the Recipient (each, a "Representative," and
collectively, "Representatives") who have a need to know such information in
connection with performance under this Framework Agreement; provided that each
Representative, prior to such disclosure, is informed by the Recipient of the
confidential nature of such information and of the confidentiality obligations
imposed on the Recipient under this Framework Agreement, and, in the case of
sublicensees provided further that each such sublicensee agrees in advance and
in writing to abide by provisions of confidentiality and restrictive use no less
stringent than those set forth herein. The Recipient shall be responsible for
any and all breaches of the provisions of this Section 11 by its
Representatives. As used herein, "reasonable steps" means the steps that the
Recipient takes to protect its own, similarly confidential and/or proprietary
information, which steps shall not be less than a reasonable standard of care.

11.3 RESTRICTED USE OF CONFIDENTIAL INFORMATION. A Recipient and its
Representatives shall use the Disclosing Party's Confidential Information solely
in connection with performance under this Framework Agreement and for no other
purpose and upon termination hereof, shall return to such Disclosing Party all
such Confidential Information (including any copies, extracts, summaries, or
syntheses thereof) of such Disclosing Party in possession of such Recipient and
its Representatives.

11.4 OBLIGATION TO INFORM. Upon learning of any unauthorized disclosure or use
of the other party's Confidential Information, the party learning of such
disclosure promptly shall provide the other party with notice thereof.

11.5 EQUITABLE RELIEF. I-Link and Cyber Office hereby acknowledge and agree that
(i) the provisions and restrictions contained in this Section 11 are reasonable
and necessary for protection of the legitimate interests of the parties hereto,
(ii) neither I-Link nor Cyber Office would have entered into this Framework
Agreement in the absence of such provisions and restrictions, and (iii) any
violation of any provision of this Section 11 by a party hereto or such party's
Representatives may result in irreparable injury to the other party hereto,
which injury may be inadequately compensable in monetary damages. Accordingly,
I-Link and Cyber Office acknowledge and agree that each of them shall be
entitled to seek preliminary and/or permanent injunctive relief from any
violation or threatened violation of this Section 11 by the other party hereto
or by such other party's Representatives, without the necessity of proving
actual damages or posting any bond or other security. The rights and remedies of
each party under this Section 11 shall be cumulative and in addition to any
other rights or remedies to which the such party may be entitled under this
Framework Agreement, at law, or in equity.

                                       14
<PAGE>

12.  TERM AND TERMINATION.

12.1 TERM. Unless otherwise terminated as provided for in Section 12.2, this
Framework Agreement shall be effective until two years from the date hereof (the
"Initial Term"). This Framework Agreement shall be automatically renewed for an
additional two years under the terms and conditions hereof at the expiration of
the Initial Term or at the expiration of any subsequent renewal term (each a
"Renewal Term") unless a notice is given by one party to the other at least
sixty (60) days prior to the expiration of such Initial Term or Renewal Term.
Such notice shall state that such party no longer desires a renewal of this
Framework Agreement. If this Framework Agreement is not extended at the end of
the Initial Term or any Renewal Term solely because I-Link states that it no
longer desires a renewal of this Framework Agreement (a "I-Link Expiration"),
then I-Link shall be obligated to provide Cyber Office, at Cyber Office's sole
cost and expense, I-Link's obligations under Sections 12.3(a)(x) and (y) and
Cyber Office shall provide to I-Link, Cyber Office's obligations under Sections
12.3(a)(x) and (y). This Section 12.1 and Sections 8, 9, 10, 11 and 14 shall
survive any I-Link Expiration. Except to the extent specifically provided above
in this Section 12.1, upon any expiration of this Framework Agreement in
accordance with this Section 12.1, all rights and obligations and provisions
hereof shall immediately terminate (other than Section 11 hereof) and I-Link
shall keep all moneys previously paid to it by Cyber Office.

12.2 TERMINATION.

     (a)   This Framework Agreement may be terminated:

     (i)   [Intentionally Omitted]

     (ii)  by either party in the event of a breach of any material
representation, warranty, obligation or agreement under this Framework Agreement
by the other party, provided that the terminating party has given the breaching
party written notice of such breach that identifies the nature of the breach and
within 30 days after such notice such breaching party has failed to cure the
breach;

     (iii) by Cyber Office in the event that I-Link has entered into a Change of
Control Transaction and (x) to the extent such Change of Control Transaction is
with a person other than a Direct Competitor, Cyber Office, in its sole and
reasonable judgment, determines that, as a result of such Change of Control
Transaction, Cyber Office ability to obtain full and satisfactory performance
under this Framework Agreement from I-Link or its successor in interest would be
materially and adversely affected or (y) to the extent such change of Control
Transaction is with a Direct Competitor, Cyber Office, in its sole and
reasonable judgment, determines that, as a result of such Change of Control
Transaction, the continuation of this Framework Agreement would be detrimental
to the best interest of Cyber Office; and

                                       15
<PAGE>

     (iv) by Cyber Office, in the event that Milestone Number 1 is not completed
according to the Performance Milestones set forth on Schedule B and provided
that Cyber Office has not breached its obligations under Section 2.6.

     (v)  by either party in the event that the parties have not entered into
the Revenue Sharing Agreement, in form and substance reasonably satisfactory to
each of the parties, within 45 days of the execution of this Framework
Agreement.

12.3 EFFECT OF TERMINATION. (a) Upon termination of this Framework Agreement by
Cyber Office solely (x) pursuant to Section 12.2(a)(ii) (but only if Cyber
Office, in its sole and reasonable judgment, determines that as a result of such
termination, Cyber Office ability to obtain full and satisfactory performance
under this Framework Agreement from I-Link or its successor in interest would be
materially and adversely affected) or (y) pursuant to Section 12.2(a)(iii),
then, provided that (A) Cyber Office shall have previously made the payment
specified in Section 5.2(a) (whether or not pursuant to such Section 5.2(a)
Cyber Office is required to make such payment) and (B) the parties hereto shall
have entered into a Revenue Sharing Agreement, in form and substance reasonably
satisfactory to each of the parties, I-Link shall be obligated to provide Cyber
Office at Cyber Office's sole cost and expense:

          (x)  a non-transferable, non-exclusive, perpetual (subject to Section
     12.3(b)) world-wide license for the use (including the modification by
     Cyber Office for the subsequent use by Cyber Office) of the Source Code. If
     such Source Code is used by Cyber Office for provision of its services to
     end users located in any countries located outside of North America, then
     Cyber Office shall not be required to make any further payments to I-Link
     under this or any other agreement for such license. If such Source Code is
     used by Cyber Office for provision of its services to end users located in
     any countries located in North America, then to the extent that Cyber
     Office utilizes the Source Code for the provision of its services to end
     users in any countries located in North America, Cyber Office shall
     continue to pay I-Link for such license pursuant to the Revenue Sharing
     Agreement, which agreement shall survive for as long as and to the extent
     that Cyber Office utilizes the Source Code for provision of its services to
     end users in any countries located in North America; and

          (y)  for a period of six months following such a termination,
     reasonable access to, and the sufficient commitment of, the key personnel
     and other resources necessary for (i) the maintenance and operation of the
     Cyber Office Network and Cyber Office Platform and future modifications
     thereto and (ii) to insure that the Cyber Office Network and Cyber Office
     Platform remains compatible to and integrated with the I-Link Platform and
     I-Link Network; provided however, in the event that Cyber Office elects to
     disconnect the Cyber Office Network and Cyber

                                       16
<PAGE>

     Office Platform from the Combined Network, then I-Link shall no longer have
     any obligations under this Section 12.3(a)(y)(ii).

     (b)  Sections 2.3, 4.2, 5.2, 8, 9, 10, 11, 12, 13 and 14 shall survive any
termination of this Agreement by Cyber Office pursuant to Section 12.2(a) (ii)
or (iii) provided that I-Link shall continue to be entitled to receive payments
under the Revenue Sharing Agreement in accordance with Section 12.3(a)(x).

     Upon termination of this Framework Agreement pursuant to Section
12.2(a)(iv) or 12.2(a)(v): (i) I-Link shall immediately return all money paid by
Cyber Office to I-Link pursuant to Section 5; (ii) all future obligations of
Cyber Office to pay money to I-Link shall be null and void; (iii) all rights and
obligations of both parties under Section 2 shall be null and void; and (iv) all
other rights and obligations under this Framework Agreement and all other
agreements contemplated hereunder shall terminate and be null and void
(including without limitation Section 2 hereof), except for Sections 8, 9, 10,
11, 12.3(b) and 14.

     Except to the extent specifically provided above in this Section 12.3(b),
upon any termination of this Framework Agreement pursuant to Section 12.2(a) all
rights and obligations hereunder and provisions hereof shall immediately
terminate (other than Section 11 hereof) and I-Link shall keep all moneys
previously paid to it by Cyber Office.

12.4 [INTENTIONALLY OMITTED]

13.  ESCROW. As soon as reasonably practicable following the execution of this
Framework Agreement, Cyber Office and I-Link shall negotiate in good faith and
enter into an escrow agreement (the "Escrow Agreement"). The Escrow Agreement
shall provide that I-Link shall deposit in escrow (i) upon execution of this
Framework Agreement, and (ii) at least every four (4) weeks thereafter until
this Framework Agreement is terminated, the most recent copy of the Source Code
necessary for the maintenance and operation of the Cyber Office Network and
Cyber Office Platform and future modifications thereto. The Source Code shall be
immediately released to Cyber Office by the escrow agent (the "Escrow Agent")
appointed under the Escrow Agreement to the extent Cyber Office is entitled to
such Source Code pursuant to 12.1 and Section 12.3(a).

In the event of a dispute concerning Cyber Office's right to terminate this
Framework Agreement and receive the Source Code from the Escrow Agent pursuant
to this Section 13 or the Escrow Agreement (the "Escrow Dispute"), the parties
agree that the Escrow Agent shall not delay the release of the Source Code due
to such Escrow Dispute and that such Escrow Dispute shall be resolved pursuant
to the arbitration provisions set forth in Section 14.4. If the final judgment
or determination of such arbitration finds that Cyber Office was not entitled to
terminate this Framework Agreement and receive the Source

                                       17
<PAGE>

Code, then Cyber Office shall, within 10 days of such decision, discontinue use
of the Source Code and return all copies of the Source Code to the Escrow Agent.
In the event that the parties are unable to enter into an Escrow Agreement, the
terms of this Section 13 shall become binding obligations on the parties and
I-Link shall be considered the Escrow Agent for the purposes of this Section 13.

14.  GENERAL PROVISIONS

14.1 TRANSACTION EXPENSES. Except as otherwise provided herein, each party will
pay its own costs and expenses incurred in connection with the transactions
contemplated hereby, including the fees of any legal counsel, economist,
accountant or consultant or other similar fees.

14.2 PUBLIC ANNOUNCEMENTS. Any public announcement or similar publicity with
respect to this Framework Agreement and the transactions contemplated hereby
shall be issued, if at all, at such time and in such manner as Cyber Office and
I-Link mutually shall determine, unless otherwise required by law, in which case
the party required to make such disclosure may do so upon notice and
consultation with the other party. Unless consented to by Cyber Office or
I-Link, as the case may be, in advance or required by law, Cyber Office and
I-Link shall keep this Framework Agreement strictly confidential and may not
make any disclosure of this Framework Agreement to any person.

14.3 NOTICES. All notices, consents, waivers, and other communications under
this Framework Agreement shall be in writing and shall be deemed to have been
duly given when (a) delivered by hand (with written confirmation of receipt),
(b) sent by telecopier (with written confirmation of receipt), provided that a
copy is mailed by registered or certified mail, return receipt requested, or (c)
when received by the addressee, if sent by a nationally recognized overnight
delivery service (receipt requested), in each case to the appropriate addresses
and telecopier numbers set forth below (or to such other addresses and
telecopier numbers as a party may designate by notice to the other parties):

I-Link:

         David Hardy, Esq.
         I-Link Incorporated
         13751 S. Wadsworth Park Drive, Suite 200
         Draper, Utah  84020
         Facsimile No.:

                                       18
<PAGE>

with a copy to:

         Dennis J. Friedman, Esq.
         Chadbourne & Parke LLP
         30 Rockefeller Plaza
         New York, NY  10112
         Facsimile No.: 212-541-5369

Cyber Office:

         Cyber Office International AG, Inc.
         Uta Ulrich
         Foerrlibuckstrasse 178
         8005 Zurich
         Switzerland



with a copy to:

         Sullivan & Cromwell
         125 Broad Street
         New York, New York  10004
         Attention:  David Rockwell
         Facsimile No.: 212-558-3588

14.4 ARBITRATION. Each of the parties agrees to submit to binding arbitration
any and all differences and disputes related to this Framework Agreement which
may arise between them in accordance with the Commercial Rules of the American
Arbitration Association and agree that pending resolution of such differences
and disputes, subject to any termination or expiration thereafter pursuant to
Sections 12.1 or 12.2, each party shall continue to honor all of its obligations
under this Framework Agreement, including all of such obligations which are the
subject of such differences and disputes. Such arbitration shall be initiated in
the New York office of the American Arbitration Association. Any award entered
in any such arbitration shall be final and binding, and may be entered and
enforced in any court of competent jurisdiction Each party to the dispute will
share equally the fees and expenses of the arbitrator and such arbitration.

14.5 JURISDICTION; SERVICE OF PROCESS.

Any action or proceeding seeking to compel arbitration or enforce a judgment
under an arbitration based on any right arising out of, this Framework Agreement
may be brought against any of the parties in the courts of the State of New
York, and each of the parties

                                       19
<PAGE>

consents to the jurisdiction of such courts (and of the appropriate appellate
courts) in any such action or proceeding and waives any objection to venue laid
therein. Process in any action or proceeding referred to in the preceding
sentence may be served on any party anywhere in the world.

14.6 ARTICLE AND SECTION HEADINGS; CONSTRUCTION. The headings of sections in
this Framework Agreement are provided for convenience only and shall not affect
its construction or interpretation. All references to "Article", "Articles",
"Section" or "Sections" refer to the corresponding Article, Articles, Section or
Sections of this Framework Agreement unless otherwise indicated. All words used
in this Framework Agreement shall be construed to be of such gender or number as
the circumstances require. Unless otherwise expressly provided, the word
"including" does not limit the preceding words or terms.

14.7 WAIVER. The rights and remedies of the parties to this Framework Agreement
are cumulative and not alternative. Neither the failure nor any delay by any
party in exercising any right, power, or privilege under this Framework
Agreement or the documents referred to in this Framework Agreement shall operate
as a waiver of such right, power, or privilege, and no single or partial
exercise of any such right, power, or privilege shall preclude any other or
further exercise of such right, power, or privilege or the exercise of any other
right, power, or privilege. To the maximum extent permitted by applicable law
(a) no claim or right arising out of this Framework Agreement or the documents
referred to in this Framework Agreement can be discharged by one party, in whole
or in part, by a waiver or renunciation of the claim or right unless in writing
signed by the other party; (b) no waiver that may be given by a party shall be
applicable except in the specific instance for which it is given; and (c) no
notice to or demand on one party shall be deemed to be a waiver of any
obligation of such party or of the right of the party giving such notice or
demand to take further action without notice or demand as provided in this
Framework Agreement or the documents referred to in this Framework Agreement.

14.8 ENTIRE AGREEMENT; MODIFICATION. This Framework Agreement supersedes all
prior agreements between the parties with respect to its subject matter and
constitutes (along with such other agreements contemplated hereby) a complete
and exclusive statement of the terms of the agreement between the parties with
respect to its subject matter. This Framework Agreement may not be amended
except by a written agreement executed by the party to be charged with the
amendment.

14.9 ASSIGNMENTS; SUCCESSORS; NO THIRD-PARTY RIGHTS. (a) Neither party may
assign any of its rights and/or obligations under this Framework Agreement to
any other party, and any such attempted assignment or transfer shall be void;
provided, however, that Cyber Office may assign or transfer any of its rights
and/or obligations under this

                                       20
<PAGE>

Framework Agreement to any Affiliate of Cyber Office with the prior consent of
I-Link, which consent shall not be unreasonably withheld or delayed.

     (b)  This Framework Agreement shall apply to, be binding in all respects
upon, and inure to the benefit of the successors and permitted assigns of the
parties. Nothing expressed or referred to in this Framework Agreement shall be
construed to give any Person other than the parties to this Framework Agreement
any legal or equitable right, remedy, or claim under or with respect to this
Framework Agreement or any provision of this Framework Agreement. This Framework
Agreement and all of its provisions and conditions are for the sole and
exclusive benefit of the parties to this Framework Agreement and their
successors and permitted assigns.

14.10 SEVERABILITY. If any provision of this Framework Agreement is held invalid
or unenforceable by any court of competent jurisdiction, the other provisions of
this Framework Agreement shall remain in full force and effect. If any provision
of this Framework Agreement, or the application thereof to any person or entity
or any circumstance, is invalid or unenforceable, (i) a suitable and equitable
provision shall be substituted therefor in order to carry out, so far as may be
valid and enforceable, the intent and purpose of such invalid or unenforceable
provision; and (ii) the remainder of this Framework Agreement and the
application of such provision to other persons, entities or circumstances shall
not be affected by such invalidity or unenforceability, nor shall such
invalidity or unenforceability affect the validity or enforceability of such
provision, or the application thereof, in any other jurisdiction.

14.11 GOVERNING LAWS. This Framework Agreement shall be governed by the laws of
the State of New York without regard to conflicts of laws principles.

14.12 COUNTERPARTS. This Framework Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original copy of this
Framework Agreement and all of which, when taken together, shall be deemed to
constitute one and the same agreement.

                                       21
<PAGE>

IN WITNESS WHEREOF, the parties hereto have executed this Framework Agreement as
of the date first above written.


                                       I-LINK INCORPORATED

                                       By:
                                       Name:
                                       Title:


                                       CYBER OFFICE INTERNATIONAL AG

                                       By:
                                       Name:
                                       Title:


                                       22
<PAGE>

                                   SCHEDULE A

                               LICENSED TECHNOLOGY

                                      [***]


<PAGE>

                                   SCHEDULE B

                                   MILESTONES


                                      [***]

<PAGE>

                                   SCHEDULE C

                             [INTENTIONALLY OMITTED]

<PAGE>

                                   SCHEDULE D

                               DIRECT COMPETITORS


                                      [***]

<PAGE>

                                   SCHEDULE E


                                      [***]


<PAGE>

                                   SCHEDULE F

                                      [***]

<PAGE>

                                     ANNEX A

                                      [***]
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.7
<SEQUENCE>3
<FILENAME>ex-10_7.txt
<DESCRIPTION>EXHIBIT 10.7
<TEXT>

<PAGE>

EXHIBIT 10.7

                            REVENUE SHARING AGREEMENT


     This Revenue Sharing Agreement (this "Agreement") is made as of this June
30, 2000, by and between I-Link Incorporated, a Florida corporation having its
principal office at 13751 S. Wadsworth Park Drive, Suite 200, Draper, Utah 84020
("I-Link"), and Red Cube International AG (formerly known as Cyber Office
International AG), a Swiss corporation having its principal office at
Foerrlbuckstrasse 178, 8005 Zurich, Switzerland ("Red Cube").

                                    RECITALS

     WHEREAS, Red Cube and I-Link are each in the business of providing enhanced
communication services through an advanced IP network and application
architecture;

     WHEREAS, the Parties (as defined below) entered into that certain
Cooperation and Framework Agreement dated as of May 8, 2000 (as amended, the
"FRAMEWORK AGREEMENT") pursuant to which the Parties agreed to interconnect
their IP networks to be able to offer seamless and transparent services to their
respective customers in the United States and Europe. To achieve such objective,
(i) I-Link has granted to Red Cube a nontransferable license to use the Licensed
Technology (as defined in the Framework Agreement) and to access the I-Link
Network (as defined in the Framework Agreement) and (ii) Red Cube has granted to
I-Link a nontransferable license to access the Red Cube Network (as defined in
the Framework Agreement), in each case subject to the terms and conditions set
forth in the Framework Agreement; and

     WHEREAS, the Parties have agreed in the Framework Agreement to enter into
this Agreement to set forth the terms and conditions of the payment and revenue
sharing arrangements between the Parties relating to the licensing of Licensed
Technology, the I-Link Network and the Red Cube Network;

     NOW, THEREFORE, in consideration of the above recitals and mutual
agreements set forth in this Agreement, the Parties intending to be legally
bound, agree as follows:

1.   DEFINITIONS. Defined terms used in this Agreement but not expressly defined
herein shall have the meanings set forth in the Framework Agreement. As used in
this Agreement, each of I-Link and Red Cube shall be referred to as a "Party"and
together as "Parties".
<PAGE>

2.   FEES. With respect to any and all network usage, services, products and/or
applications provided by one Party to the other, the Parties agree to pay the
respective costs and fees (the "Fees") mutually agreed upon between the Parties
from time to time.

3.   INSPECTION RIGHTS. Each Party shall have the right to examine the other
Party's books and records and to meet with, and ask questions of, the other
Party's auditors and employees, to the extent reasonably necessary to verify and
confirm the calculation of the Fees payable pursuant to this Agreement and that
all fees payable by the other Party have been promptly paid; PROVIDED, that the
requesting Party gives the other Party a reasonable prior notice and the
examination and meetings are conducted during regular business hours.

4.   PAYMENT TERMS.

4.1  PRICING.

     (a)  [***}

     (b)  [***]

4.2  BILLING. (a) Each Party shall invoice the other Party on or before the
forty fifth (45) day following the last day of each month for all Fees due and
payable for all products and services provided to the other Party during such
month. The invoice shall be prepared in accordance with the terms and conditions
set forth herein. All invoices shall be due and payable in full by wire transfer
within thirty (30) days during the first six months of the term of this
Agreement and ten (10) days thereafter, subject to Sections 4.2(b) and 4.3, any
discount or credit of any kind. Any requests for credit, deduction or adjustment
shall be processed in the form of a separate adjustment request as set forth in
Section 4.2(b) below. In the event a Party fails to pay a monthly invoice in
full within thirty (30) or ten (10) days of the date of the invoice, as the case
may be, the other Party shall provide a written notice to such party that if the
monthly invoice is not paid within five (5) days of the notice, the further
provision of services and products maybe suspended until such invoice shall have
been paid in full. In any event, services and products may not be suspended
pursuant to this Section 4.2(a) unless and until such written notice has been
provided to the non-paying Party.

     (b)  In the event a Party disagrees with the other Party's calculation of
the Fees set forth in the invoice, it shall provide a written notice to the
other Party of such disagreement and request an adjustment to such invoice (the
"ADJUSTMENT REQUEST") within thirty days (30), during the first six months of
the term of this Agreement, and thereafter, ten (10) days of receipt of such
invoice. Failure to provide an Adjustment Request within thirty (30) or ten (10)
days after receipt of an invoice, as the case may be, shall constitute an
acceptance of all Fees set forth in such invoice. The Adjustment
<PAGE>

Notice shall describe in reasonable detail the disputing Party's reasons for
disagreement, the requested amount of adjustment and how such amount was
calculated. If the Party receiving the Adjustment Notice agrees with the
adjustment requested in the Adjustment Request, it shall provide an
acknowledgment of such agreement to the requesting Party within fifteen (15)
days of receiving the Adjustment Request and reflect the adjustment by way of
credit or otherwise to the Fees payable by such Party in the immediately
following billable month's invoice. If the Party receiving the Adjustment
Request disagrees with the request, the Parties shall attempt to resolve the
dispute. In the event the Parties cannot resolve the dispute within thirty (30)
days from the date of the invoice, the Parties shall jointly select an
independent third party nationally recognized accounting firm with established
expertise in telecommunications companies to resolve the dispute. The
determinations made by such independent third party shall be final and binding
on the Parties and the proper adjustment shall be reflected in the immediately
following invoice. The independent third party shall make the determination
within ten (10) days of engagement to resolve the dispute. All fees and expenses
of the independent third party shall be borne by the Party to whom the terms of
the resolution of the dispute were less favorable.

4.3  PREPAYMENT FOR SERVICES. The Parties have agreed in Section 5.2 of the
Framework Agreement that upon I-Link's substantial completion of Milestone No. 1
as set forth in Schedule B of the Framework Agreement, Red Cube shall pay I-Link
the Service Prepayment as prepayment for the use of the I-Link Network and
Licensed Technology. Subject to the terms of that certain Side Letter Agreement
dated as of the date hereof between the parties, the Parties hereby agree that
upon Red Cube's payment of the Service Prepayment to I-Link, any and all Fees
payable by Red Cube to I-Link under this Agreement shall be credited against the
amount of the Service Prepayment until the earlier of (x) the total amount of
the Fees payable by Red Cube to I-Link (net of any Per User Fees owed by I-Link
to Red Cube (as designated in the pricing list)) on a cumulative basis under
this Agreement equal the Service Prepayment or (y) June 30, 2001. Until such
time, Red Cube shall not owe I-Link any amount under this Agreement.

4.4  CURRENCY. All payments due hereunder shall be denominated and payable in
U.S. Dollars.

5.   REPRESENTATIONS AND WARRANTIES.

5.1  REPRESENTATIONS AND WARRANTIES OF I-LINK. I-Link represents and warrants to
Red Cube as follows:

     (a)  I-Link has full power and authority to execute and deliver this
Agreement, and to perform its obligations hereunder. The execution, delivery and
performance by I-Link of this Agreement have been duly and validly authorized
and no additional corporate authorization or consent is required in connection
with the execution, delivery and
<PAGE>

performance by I-Link of this Agreement. This Agreement constitutes the valid
and legally binding obligation of I-Link, enforceable against I-Link in
accordance with its terms, subject, as to enforcement, to bankruptcy,
insolvency, reorganization and other laws of general applicability relating to
or affecting creditors' rights and to general equity principles whether or not
considered in a court of law or equity.

     (b)  Entering into this Agreement by I-Link does not result in any material
breach of any agreement to which I-Link is a party.

     (c)  No action or proceeding is pending or, in so far as I-Link knows, is
threatened against I-Link before any court, administrative agency or other
tribunal which would be reasonably likely to impact I-Link's right, power and
authority to enter into this Agreement or to otherwise carry out its obligations
hereunder.

5.2  REPRESENTATIONS AND WARRANTIES OF RED CUBE. Red Cube represents and
warrants to I-Link as follows:

     (a)  Red Cube has full power and authority to execute and deliver this
Agreement, and to perform its obligations hereunder. The execution, delivery and
performance by Red Cube of this Agreement have been duly and validly authorized
and no additional corporate authorization or consent is required in connection
with the execution, delivery and performance by Red Cube of this Agreement. This
Agreement constitutes the valid and legally binding obligation of Red Cube,
enforceable against Red Cube in accordance with its terms, subject, as to
enforcement, to bankruptcy, insolvency, reorganization and other laws of general
applicability relating to or affecting creditors' rights and to general equity
principles whether or not considered in a court of law or equity.

     (b)  Entering into this Agreement by Red Cube does not result in any
material breach of any agreement to which Red Cube is a party.

     (c)  No action or proceeding is pending or, in so far as Red Cube knows, is
threatened against Red Cube before any court, administrative agency or other
tribunal which would be reasonably likely to impact Red Cube's right, power and
authority to enter into this Agreement or to otherwise carry out its obligations
hereunder.

6.   TERM AND TERMINATION.

6.1  TERM. This Agreement shall be effective during the term of the Framework
Agreement and after expiration or termination of the Framework Agreement to the
extent I-Link has obligations to Red Cube pursuant to Section 12.1 and/or 12.3
(a)(x). In the event Red Cube obtains the Source Code and the license for its
use pursuant to Section 12.3(a)(x) and uses the Source Code for provision of its
services to end users located in
<PAGE>

any countries located outside of North America, then Red Cube shall not be
required to make any further payments to I-Link under this Agreement. If the
Source Code is used by Red Cube for provision of its services to end users
located in any countries located in North America, then to the extent that Red
Cube utilizes the Source Code for the provision of its services to end users in
any countries located in North America, Red Cube shall continue to pay I-Link
for such license solely for the per minute US network costs, per user product
fees and such other fees associated with end users located in North America
pursuant to this Agreement, which Agreement shall survive for as long as and to
the extent that Red Cube utilizes the Source Code for provision of its services
to end users in any countries located in North America.

7.   GENERAL PROVISIONS

7.1  NOTICES. All notices, consents, waivers, and other communications under
this Agreement shall be in writing and shall be given in accordance with Section
14.3 of the Framework Agreement.

7.2  ARBITRATION. Except to the extent provided in Section 4.2(b), each of the
Parties agrees to submit to binding arbitration any and all differences and
disputes related to this Agreement which may arise between them in accordance
Section 14.4 of the Framework Agreement.

7.3  JURISDICTION; SERVICE OF PROCESS. Any action or proceeding seeking to
compel arbitration or enforce a judgment under an arbitration based on any right
arising out of this Agreement may be brought against any of the Parties in the
courts of the State of New York, and each of the Parties consents to the
jurisdiction of such courts (and of the appropriate appellate courts) in any
such action or proceeding and waives any objection to venue laid therein.
Process in any action or proceeding referred to in the preceding sentence may be
served on any Party anywhere in the world.

7.4  ARTICLE AND SECTION HEADINGS; CONSTRUCTION. The headings of sections in
this Agreement are provided for convenience only and shall not affect its
construction or interpretation. All references to "Article", "Articles",
"Section" or "Sections" refer to the corresponding Article, Articles, Section or
Sections of this Agreement unless otherwise indicated. All words used in this
Agreement shall be construed to be of such gender or number as the circumstances
require. Unless otherwise expressly provided, the word "including" does not
limit the preceding words or terms.

7.5  ENTIRE AGREEMENT; MODIFICATION. This Agreement supersedes all prior
agreements between the Parties with respect to its subject matter and
constitutes (along with the Framework Agreement and such other agreements
contemplated thereby) a complete statement of the terms of the agreement between
the Parties with respect to its subject matter; provided that if there is a
conflict between the terms set forth in this Agreement
<PAGE>

and in the Framework Agreement, the terms of this Agreement shall govern. This
Agreement may not be amended except by a written agreement executed by the Party
to be charged with the amendment.

7.6  ASSIGNMENTS; SUCCESSORS; NO THIRD-PARTY RIGHTS. (a) Neither Party may
assign any of its rights and/or obligations under this Agreement to any other
Party, and any such attempted assignment or transfer shall be void; provided,
however, that Red Cube may assign or transfer any of its rights and/or
obligations under this Agreement to any Affiliate of Red Cube with the prior
consent of I-Link, which consent shall not be unreasonably withheld or delayed.

     (b)  This Agreement shall apply to, be binding in all respects upon, and
inure to the benefit of the successors and permitted assigns of the Parties.
Nothing expressed or referred to in this Agreement shall be construed to give
any Person other than the Parties to this Agreement any legal or equitable
right, remedy, or claim under or with respect to this Agreement or any provision
of this Agreement. This Agreement and all of its provisions and conditions are
for the sole and exclusive benefit of the Parties to this Agreement and their
successors and permitted assigns.

7.7  SEVERABILITY. If any provision of this Framework Agreement is held invalid
or unenforceable by any court of competent jurisdiction, the other provisions of
this Agreement shall remain in full force and effect. If any provision of this
Agreement, or the application thereof to any person or entity or any
circumstance, is invalid or unenforceable, (i) a suitable and equitable
provision shall be substituted therefor in order to carry out, so far as may be
valid and enforceable, the intent and purpose of such invalid or unenforceable
provision; and (ii) the remainder of this Agreement and the application of such
provision to other persons, entities or circumstances shall not be affected by
such invalidity or unenforceability, nor shall such invalidity or
unenforceability affect the validity or enforceability of such provision, or the
application thereof, in any other jurisdiction.

7.8  GOVERNING LAWS. This Agreement shall be governed by the laws of the State
of New York without regard to conflicts of laws principles.

7.9  COUNTERPARTS. This Agreement may be executed in one or more counterparts,
each of which shall be deemed to be an original copy of this Agreement and all
of which, when taken together, shall be deemed to constitute one and the same
agreement.

7.10 CONFIDENTIALITY. Each Party hereto shall keep the terms of this Agreement
and all ancillary agreements entered into in connection with this Agreement
confidential, and neither Party shall disclose any such terms to third parties
without obtaining a prior written consent of the other Party, except for
disclosures to employees, affiliates and
<PAGE>

representatives as may be necessary to carry out the terms of this Agreement or
as required by law.

<PAGE>

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the
date first above written.

                                       I-LINK INCORPORATED


                                       By:
                                          ----------------------------
                                       Name:
                                       Title:



                                       RED CUBE INTERNATIONAL AG


                                       By:
                                          ----------------------------
                                       Name:
                                       Title:

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.8
<SEQUENCE>4
<FILENAME>ex-10_8.txt
<DESCRIPTION>EXHIBIT 10.8
<TEXT>

<PAGE>

EXHIBIT 10.8

                                                                   June 30, 2000

Red Cube International AG
Foerrlbuckstrasse 178, 8005
Zurich, Switzerland

Gentlemen:

In order to clarify certain provisions of the Cooperation and Framework
Agreement entered into by and between Red Cube International AG, a Swiss
corporation ("Redcube") (formerly know as Cyber Office International AG, a Swiss
corporation), and I-Link Incorporated, a Florida corporation ("I-Link"), dated
as of May 8, 2000, as amended (the "Framework Agreement"), and the Revenue
Sharing Agreement entered into by and between Redcube and I-Link, dated as of
June 30, 2000 (the "Revenue Sharing Agreement"), we understand that the $10
million Service Prepayment (as defined in the Framework Agreement) to be paid by
Redcube in consideration for services to be performed and/or provided by I-Link
after the completion of Milestone No. 1 (as defined in the Framework Agreement")
is to be credited against the cost of such services performed and/or provided by
I-Link pursuant to the Revenue Sharing Agreement. To the extent the Service
Prepayment credit has not been fully utilized by Redcube by June 30, 2001 (the
"Utilization Date"), any unused Service Prepayment shall be deemed fully earned
by I-Link and utilized as of that date only if the I-Link Network (as defined in
the Framework Agreement) is sufficient to accommodate: (i) [***] minutes of
usage on the I-Link Network (the "Usage") delivered by Redcube to the I-Link
Network during July, 2000; (ii) [***] minutes of Usage delivered by Redcube to
the I-Link Network during August, 2000;(iii) [***] minutes of Usage delivered by
Redcube to the I-Link Network during September, 2000; and (iv) the number of
minutes of Usage which Redcube forecasts that it expects to deliver to the
I-Link Network for each month thereafter (the "Redcube Forecast") until the
Utilization Date (the number of minutes of Usage delivered by Redcube to the
I-Link Network during the months specified in (i), (ii), (iii) and (iv) shall
each be referred to as a "Monthly Capacity Requirement"). Redcube shall provide
the Redcube Forecasts to I-Link on a basis consistent with section 2.5 of the
Framework Agreement. If the I-Link Network is not sufficient to accommodate the
Monthly Capacity Requirements specified in each of (i), (ii), (iii) and (iv)
above, then the Utilization Date shall be postponed by one whole calendar month
for each month that the I-Link Network is delayed in being sufficient to
accommodate the relevant Monthly Capacity Requirement. Such delay shall be
measured accounting for any previous delays so as to avoid the double counting
of delays.

<PAGE>

     If this letter agreement correctly reflects our mutual understanding and
agreement, please sign and date this letter in the space provided below, and
return a signed copy to the undersigned.


                              Very truly yours,

                              I-Link Incorporated

                              By:
                                 ----------------------------
                              Name:
                                   --------------------------
                              Title:
                                    -------------------------



     ACCEPTED AND AGREED as of the ___ day of June, 2000.


                              Red Cube International AG

                              By:
                                 ----------------------------
                              Name:
                                   --------------------------
                              Title:
                                    -------------------------

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-27
<SEQUENCE>5
<FILENAME>ex-27.txt
<DESCRIPTION>EXHIBIT 27
<TEXT>

<TABLE> <S> <C>

<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
COMPANY'S FINANCIAL STATEMENTS DATED 6/30/00 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>

<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-2000
<PERIOD-START>                             JAN-01-2000
<PERIOD-END>                               JUN-30-2000
<CASH>                                       7,190,520
<SECURITIES>                                         0
<RECEIVABLES>                               14,829,809
<ALLOWANCES>                                    44,045
<INVENTORY>                                          0
<CURRENT-ASSETS>                            22,254,657
<PP&E>                                      14,783,901
<DEPRECIATION>                               6,405,671
<TOTAL-ASSETS>                              36,336,149
<CURRENT-LIABILITIES>                       33,824,010
<BONDS>                                              0
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                    317,210
<COMMON>                                       193,522
<OTHER-SE>                                (14,301,516)
<TOTAL-LIABILITY-AND-EQUITY>                36,336,148
<SALES>                                              0
<TOTAL-REVENUES>                            18,296,746
<CGS>                                                0
<TOTAL-COSTS>                               26,748,050
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                             794,323
<INCOME-PRETAX>                            (9,734,395)
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                        (9,734,395)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                               (9,734,395)
<EPS-BASIC>                                          0
<EPS-DILUTED>                                        0


</TABLE>
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
