E-10 Exhibit No. 12 Form 10-SB Amendment No. 1 BUI, Inc. File No. 0-26917

E-10
Exhibit No. 12
Form 10-SB
Amendment No. 1
▇▇▇, Inc.
File No. 0-26917

Benefit and Service Agreement

This AGREEMENT, entered into this 19th day of January, 1999,
by and between United Buyers Advantage, Inc. (hereinafter
referred to as "UBA") and Buyers United International, Inc.
(hereinafter referred to as "CLIENT').

WHEREAS. UBA has developed a 'variety of Programs (UBA
Programs) which include a variety of money saving benefits and
services. The Benefits and Services included in the UBA Programs
are listed in Schedule A of this Agreement.

WHEREAS, CLIENT wishes to provide one or more of the UBA
Programs to CLIENT's Customers and members (collectively
"Members") under the control and direction of UBA
follows:

NOW, THEREFORE, for and in consideration of the mutual
covenants contained herein, it is agreed as

1. DUTIES OF CLIENT. UBA hereby authorizes CLIENT to
provide the UBA Programs its Members using such methods and in
such geographic areas as approved by UBA and CLIENT hereby
accepts such authorization, for the purpose of providing the UBA
Programs to its Members subject to the following conditions,
representations and warranties, each of which is material.
a. CLIENT covenants and agrees that it shall not use
written materials or scripts, other than those authorized by UBA,
in connection with the UBA Programs, nor will CLIENT make any
representations or warranties not specifically authorized by UBA
or its designee.
b. CLIENT will pay the appropriate fees, for each
enrolled Member, as stated in Schedule B of this Agreement,

c. CLIENT covenants and agrees that during the term
of this agreement. neither it nor any affiliate or related
entity. Will contact or use a benefit supplier in the UBA Program
as a benefit supplier to its Members. That applies to any
individual benefit or service that UBA provides. The only
exception is with UBA approval, which must be communicated in
writing.

2. DUTIES OF UBA

a. UBA will provide Customer Service lines for
CLIENT's Members to utilize for additional information on the UBA
Programs, enrollment in the UBA Programs or implementation of one
or more of the benefits or services included in the UBA Programs.

B. UBA will pay CLIENT a fee calculated in accordance
with the terms arid conditions outlined in Schedule A and
Schedule B, attached to this Agreement and incorporated by
reference herein.

3. WARRANTIES AND GUARANTEES

a. The benefits and services offered through the UBA
Programs are provided directly by independent benefit and service
providers and UBA does not warrant or guarantee any of the
benefits or services provided in the UBA Programs. Any
warranties or, guarantees or representations provided are those
of the individual benefit and\or service providers and not UBA.

b. It is understood by CLIENT that the benefits and
services included in the UBA Programs are based upon agreements
made between UBA and certain benefit and service providers
("Provider Agreements"). During the term of this Agreement,
certain Provider Agreements may be terminated or altered. UBA
shall give CLIENT written notice of any benefit or service being
eliminated or altered, not less than thirty (30) days prior to
the effective date of these changes. If a benefit or service is
terminated or altered, UBA shall, on a best efforts basis,
replace the altered or terminated benefit or service with a
comparable benefit or service.

4. TERM AND TERMINATION

a. The term of this Agreement is for one (1) years
and shall automatically renew on a yearly basis, unless CLIENT or
UBA provides the other party with written notice within ninety
(90) days of tile annual anniversary of this Agreement.

b. Either party shall have the right to terminate
this Agreement if the other party is in material breach of this
Agreement and fails after thirty (30) days written notice to cure
any such breach.

c. If termination of this Agreement occurs, pursuant
to the terms set forth in paragraph 4(a) of this Agreement, the
termination shall not affect the obligation of UBA to service the
balance of the Members enrolled in the UBA Programs pursuant to
paragraph 2, as long as all appropriate enrollment fees are paid
up to date and CLIENT is not in breach of this Agreement. If
CLIENT is in breach of this Agreement, all services due and owing
CLIENT may cease immediately and CLIENT will be liable for all
consequential damages.

d. In the event either party wishes to exercise its
right to terminate this agreement pursuant to this paragraph,
notice to terminate must be made pursuant to paragraph 8 of this
Agreement.

5. ASSIGNMENT.

a. Either party may assign this Agreement;

i. To an affiliate so long as such affiliate
assumes the obligations hereunder, or;

ii. In connection with a merger or consolidation
involving either party or a sale of all or substantially all of
either party's assets to the surviving company or purchaser as
the case may be, so long as such assignee assumes the obligations
of the appropriate party hereunder.

6. CONFIDENTIALITY AND PROPRIETARY INTERESTS

a. UBA agrees that during the term of this Agreement
and any time thereafter, CLIENT's customer lists shall remain the
sole property of CLIENT arid cannot be utilized for any other UBA
or UBA successor's internal promotions, list enhancements or
other list promotions by other companies without the written
permission of CLIENT.

b. CLIENT agrees that all sales materials provided to
CLIENT or modified for CLIENT by UBA are and remain the property
of UBA and may not be used by CLIENT without express written
authorization of UBA. CLIENT further agrees to return or destroy
all such materials at the request of UBA or upon termination of
this Agreement.

C. CLIENT agrees that CLIENT may not gain any
proprietary interest or right in any UBA benefit or service
provider in the UBA Programs. CLIENT further grants UBA the
exclusive right to provide CLIENT with the benefits arid services
in the UBA Programs during the term of this Agreement.
Furthermore if CLIENT attempts to contact any benefit or service
provider or do business with any benefit or service provider that
UBA uses to provide the benefits and service, including but not
limited to the individual local providers, in the UBA Programs,
without receiving express written permission from UBA, UBA may
terminate this Agreement and CLIENT will be liable for all
consequential damages.

7. ENTIRE AGREEMENT. This Agreement together with
Schedule A and Schedule B attached, represents the entire
understanding of the parties with respect to its subject matter
and supersedes all previous discussion and correspondence with
respect thereto, and no representations, warranties or Agreement,
express or implied, of any kind with respect to such subject
matter have been made by either party to the other.

8. NOTICES. Any notice to be given to UBA and CLIENT
shall be in writing and shall be deemed to have been given on the
same day as mailed by certified mail, postage pre-paid, return
receipt requested, addressed to the respective parties as
follows, unless and until either party notifies the other in
writing of a different address:

IF TO UBA:
United Buyers Advantage,
Inc.
▇▇▇▇▇ ▇▇▇▇▇ ▇▇.
▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

IF TO CLIENT:
Buyers United International,
Inc.
▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇.
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

9. GOVERNING LAW. Disagreement and all questions as to
interpretations, performance and enforcement and the rights and
remedies of the parties hereunder shall be determined in
accordance with the laws of the State of Florida. Should any
provision contained in this Agreement violate the laws of any
State in which this Agreement is to be performed, that provision
shall be deemed void to the extent it is so violated without
invalidating any other provision contained herein. Parties
mutually and knowingly agree that any suit arising out of or
relating this Agreement shall be filed and adjudicated by a court
in Broward County, in the State of Florida.
IN WITNESS WHEREOF, the parties have hereunto executed this

Agreement the day and year first above written,

Witness United Buyers Advantage, Inc. By

/s/ By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, VP

Name & Title (Print)

Witness CLIENT

/s/ By /s/ ▇▇▇▇ ▇▇▇▇▇▇, VP

Name & Title (Print)

SCHEDULE A

The following benefits and services an included In the UBA Value
Added Program.

* Includes $300 in Travel Cash Back Coupons

The following benefits and services an included In the UBA
Consumer Plus Program.

Discount Shopping Network
Discount Dining
Discount Travel Service*
Discount Car Rentals
FREE New Car Pricing
FREE Used Car Pricing
Discount New Car Buying Service
Discount Real Estate Service
Discount Moving Service
Discount Mortgage Service
FREE Mortgage Acceleration Printout
Investment and Retirement Services
FREE Financial Needs Analysis
Grocery Coupon Program**
Discount Movie Tickets
Discount Amusement Park Tickets
Discount Legal Program
***Hotel/Motel Program
Discount Rental Car Program
Discount Condo Program
** *Golf Program
Discount Golf Travel Packages
Driving Range Discounts
* Includes $600 in Travel Cash Back Coupons
** Includes $500 in Grocery Coupon Certificates
***The Member has a choice of either the Hotel/Motel Program or
the Golf Program for FREE. If the Member would like both, there
will be a $19.95 printing and handling fee for the directory and
membership card.

The following benefits and service, are included in the UBA
Health Plus Program.

* Includes $600 in Travel Cash ▇▇▇▇▇ Coupons

SCHEDULE B

VALUE-ADDED PROGRAM PRICING

I. Pricing: Pursuant to the following terms and conditions,
CLIENT will pay the following fees per and enrolled in the UBA
Programs, each year.

Type of
Program Benefits & Services Cost Per Member
Value Added Listed in Schedule A $.50 per Member
per month

Consumer Plus " $9.95 per New Member
enrolled, plus $2.95
(Monthly) per month per Active Member

Consumer Plus " $29.95 per New Member
enrolled
(Annual)

Health Plus " $9.95 per New
Member enrolled, plus $4.95
(Monthly) per month per Active Member

Health Plus " $49.95 per New
Member enrolled
(Annual)

a. The above mentioned fees represents Member enrollment
in the UBA Programs arid computer system according to UBA
computer specifications. THIS DOES NOT' INCLUDE printing,
shipping, postage or handling charges.

2 Initial payment Terms: CLIENT shall pay for and enroll
its Members in the following manner:

a. CLIENT shall pay $3,000 upon execution of this
Agreement and an additional 3,000 within 30 days. The $6,000
shall be used towards the fees described in this Agreement.

3. Membership Enrollment and Payments: In order to enroll
its Members, CLIENT must follow the following procedures:

a. MONTHLY NEW MEMBERS and PAYMENT: CLIENT shall provide
UBA with the information listed below on each New Member being
enrolled in the UBA Programs. The frequency of New Member
enrollment shall be determined by CLIENT and UBA, based upon
volume. CLIENT shall also at the same time, wire to UBA the fees
outlined in paragraph 1 above per New Monthly Member enrolled in
the UBA Programs. These Members will have access to the UBA
Programs for one (1) month.

- Member Name
-Address
- Phone Number
- Social security # or Unique Membership #

b. GROUP ASSIGNMENT: All New Members enrolled in the UBA
Programs will be assigned to a group, according to the date USA
receives the New Member enrollment information as outlined above.
The group assignments are outlined in the schedule below. The
group that a New Member is assigned to shall determine the future
monthly ▇▇▇▇▇▇▇▇ of that New Member:

Date Group
1st - 7th A
8th- 14th B
15th- 21st C
22nd- 31st D

C. GROUP BILLING: Each week CLIENT shall also provide UBA
with a list of Members that WILL NOT have access to the UBA
Programs the following month (Terminated Members). UBA shall
determine which group the Terminated Members are in and delete
the Terminated Members from the file. The balance of the
Membership remaining are considered Active Members. UBA shall
▇▇▇▇ CLIENT, via fax, the fees outlined in paragraph 1 above for
each Active Member, according to the following schedule below.
Within 48 hours of receiving the ▇▇▇▇ via fax, CLIENT shall wire
the Active Member fees to UBA This will entitle the Active
Members to have access to the UBA Programs for an additional
month.

Dates Group Billing Date
1st -7th A 8th
8th- 14th B 15th
15th- 21st C 22nd
22nd- 31st D 1st

4. Annual Membership Enrollment and Payments: In order to
enroll its Members, CLIENT must follow the following procedures:

a. New Members arid Payment: CLIENT shall provide UBA with
the information listed below, according to the UBA computer
specifications required, on each New Member being enrolled in the
UBA Program. The frequency of New Member enrollment shall be
determined by CLIENT and UBA, based upon volume. CLIENT shall
also at the same time, wire to UBA the lees outlined in section 1
above for each New Annual Member enrolled in the UBA Program. All
New Members enrolled prior to the 15th Of the month shall have
access to the UBA Program for the following twelve (12) month
period commencing on the 1st of the month following enrollment of
the New Member by CLIENT.

Required Enrollment Information

- Member Name
- Address
- Mailing Address
-Phone Number
-Social security # or Unique Membership #

b. Group Assignment: All New Members enrolled in the UBA
Programs will be assigned to a group, according to the date UBA
receives the New Member enrollment information, as outlined
above. The group that a New Member is assigned to shall determine
the date when a Member's Renewal fees are due. An example of the
group assignments are outlined in the schedule below.

Enrollment Dates Group
04/16/98-05/15/98 06/98
05/l6/98- 06/I5/98 07/98
06/16/98-07/15/98 08/98
07/16/98-08/15/98 09/98
08/16/98-09/l5/93 10/98
09/16/98-10/l5/98 11/98
10/16/98-11/15/98 12/98
11/16/98-12/15/98 01/99

C. GROUP RENEWAL BILLING: CLIENT shall periodically
provide UBA with a list of Members that WILL NOT have access to
the UBA Program the following year (Terminated Members). UBA
shall determine which group the Terminated Members are from and
delete those Members from the appropriate Group Billing file. The
balance of the Members remaining are considered Active Members.
On the 1st day of the 11th month of a Member being enrolled in
the UBA Program, UBA shall provide CLIENT with a list of Active
Members that UBA intends on renewing their access to the UBA
Program for an additional 12 months. CLIENT shall have until the
10th of the month, to provide UBA with any additional Terminated
Members. On the 15th of the month UBA shall provide CLIENT with a
final reconciliation of all Active Members to be renewed for an
additional 12 months, accompanied with a ▇▇▇▇. CLIENT shall wire
the Renewal fees to UBA within 48 hours of receiving the Group
renewal ▇▇▇▇ from UBA. All Group Members renewed according to the
terms described in this paragraph, shall have access to the UBA
Program for an additional twelve (12) month period, commencing on
the 1st of the month following the renewal payment. This
procedure is followed each annual renewal period. An example of
how the group billing will work is outlined in the schedule
below,

Group 1st Notification Client Reconciliation
Renewal Group Billing
06/98 05/01/99 05/10/99 05/15/99
07/98 06/01/99 06/10/99 06/15/99
08/98 07/01/99 07/10/99 07/15/99
09/98 08/01/99 08/10/99 08/15/99
10/98 09/01/99 09/10/99 09/15/99
11/98 10/01/99 10/10/99 10/15/99
12/98 11/01/99 11/10/99 11/15/99
06/98 12/01/99 12/10/99 12/15/99

For example: If CLIENT enrolled 1,000 New Members between
05/01/98 and 5/15/98, those Members would be assigned to group
06/98. During the next 11 months 100 Members were terminated by
CLIENT. UBA would provide CLIENT a computer generated file on
05/01/99 (1st Notification), which would include a listing of the
900 renewable Members that UBA had on file that were due to be
renewed for the following 12 months and the amount due. On
05/10/99, CLIENT notifies UBA of another 100 Members that CLIENT
wishes to terminate (Client Reconciliation). On 05/15/99, UBA
will provide a Renewal Group Billing which would include 800
billable Members and the fee due. These fees will be wired to UBA
within 48 hours of receiving the Renewal Group Billing. The
renewing members will have access to the UBA Program from
06/01/99 through 06/01/00.

E-10 Exhibit No. 12 Form 10-SB Amendment No. 1 BUI, Inc. File No. 0-26917

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