EXHIBIT 99.2

Alan L. Sullivan (3152)
Bryon J. Benevento (5254)
Christy L. Campbell (7160)
Scott A. DuBois (7510)
Snell & Wilmer L.L.P.
15 West South Temple, Suite 1200
Gateway Tower West
Salt Lake City, Utah 84101-1004
Telephone: (801) 257-1900
Facsimile: (801) 257-1800

Attorneys for Plaintiff

IN THE UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF UTAH, CENTRAL DIVISION

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I-LINK INCORPORATED, a Florida corporation,

COMPLAINT AND JURY DEMAND

Plaintiff,

vs. Civil No. ___________

RED CUBE INTERNATIONAL AG, a Swiss corporation, and Judge _____________
RED CUBE, INC., a Delaware corporation,

Defendants.

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Plaintiff I-Link Incorporated (hereinafter "I-Link"), by and through
its counsel, hereby complains of defendant Red Cube International AG
(hereinafter "Red Cube") and defendant Red Cube, Inc. (hereinafter "Red Cube
U.S.A.") as follows:

INTRODUCTION

1. Red Cube, a powerful international communications company, and its
agent Red Cube U.S.A. have embarked on a scheme to drive I-Link out of business
and obtain control of I-Link's

proprietary technology, telecommunications network, key employees and customers.
After entering into agreements to provide I-Link with strategic and financial
support, defendants have attempted to use the information and technology they
have acquired from I-Link to interfere with I-Link's customer relations and
employment agreements. After promising funds needed to support I-Link's
operations and persuading I-Link to refrain from obtaining other financing,
defendants have now, at the eleventh-hour, refused to provide funds and have
instead positioned themselves to take over I-Link's business. In this action,
I-Link seeks injunctive relief against defendants' theft of trade secrets and
interference with I-Link's business and employment relations. I-Link also seeks
damages for, among other things, defendants' violation of contractual
commitments.

2. As disclosed in more detail below, I-Link is engaged in the business
of providing voice and data communications products and services to individuals
and companies throughout the United States. It provides enhanced
telecommunications services to customers utilizing proprietary IP (Internet
protocol ) technology deployed over its own IP telecommunications network. Red
Cube, a Swiss corporation, is engaged in providing voice and data communications
products and services primarily to individuals and companies in Europe and in
other areas outside North America. It also provides enhanced telecommunications
services over its own telecommunications network.

3. In 2000, Red Cube entered into a strategic alliance with I-Link to
enable Red Cube (1) to utilize I-Link's telecommunications network to carry Red
Cube's telecommunications services in the United States, (2) to utilize I-Link's
IP technology in Red Cube's telecommunications network outside of North America,
and (3) to market and provide I-Link's proprietary telecommunications services
under the Red Cube brand name worldwide, thus allowing Red Cube and its agent
Red Cube U.S.A. access to the U.S. market and enhancing its own
telecommunications network outside of North America. This strategic alliance was
to provide I-Link with increased usage of its U.S.

telecommunications network and worldwide usage of its proprietary enhanced
services. Memorialized in a "Cooperation and Framework Agreement," dated May 3,
2000, the alliance provided cash to I-Link and required I-Link to license its
technology to Red Cube and to provide Red Cube with U.S. network services from
May 2000 to June 2001. To secure this arrangement, I-Link placed its secret
source code to the technology into escrow for the benefit of Red Cube.

4. In August 2000, I-Link was informed that Red Cube had entered into
an agreement with I-Link's majority shareholder, Winter Harbor, L.L.C., to
purchase its majority ownership interest in I-Link. Red Cube met with I-Link's
management to secure their support and cooperation for Red Cube's acquisition of
these securities. To obtain this support and cooperation, Red Cube and, on
information and belief, Red Cube U.S.A. promised I-Link's management that they
would provide needed funding for I-Link's operations by either (a) promptly
paying I-Link $60 million in cash to convert stock warrants it was acquiring
from Winter Harbor, or (b) otherwise promptly providing cash sufficient to meet
I-Link's ongoing operational needs as they arose. This commitment was
memorialized in a letter signed by Red Cube and filed with the Securities and
Exchange Commission in September 2000. Based upon the financial commitment from
defendants, I-Link's management supported the acquisition of I-Link securities
from Winter Harbor. I-Link also assisted defendants in applying for and
prosecuting the applications necessary to obtain regulatory approval for the
acquisition, including approvals from the Department of Justice, Federal
Communication Commission, and State Public Service Commissions, without which
Red Cube could not exercise the control it was now contractually bound to
acquire from Winter Harbor. In reliance on defendants' representations and at
Red Cube's specific insistence, I-Link's management also terminated I-Link's
efforts to obtain operational funding from other sources.

5. As described in detail below, by late 2000, it became apparent that
defendants did not want to pay the cash it owed under the Securities Purchase
Agreement with Winter Harbor, and that defendants would not fund I-Link at the
level they had previously promised. By exercising negative covenants secured
from Winter Harbor, defendants refused to allow I-Link to obtain alternative
financing. When I-Link protested, defendants responded by (1) filing a mediation
demand against Winter Harbor to rescind the Securities Purchase Agreement; (2)
informing I-Link that they intended to foreclose upon I-Link's source code; (3)
contacting I-Link's customers to inform them that I-Link cannot meet its ongoing
obligations; and (4) soliciting I-Link's sales and technical employees to work
for defendants, with the expressed intention of misappropriating I-Link's trade
secrets and other proprietary information. In short, by engineering I-Link's
current financial crisis, Red Cube has sought to obtain the benefit of and
control over I-Link's technology, network and business it had earlier thought to
obtain through the purchase of Winter Harbor's majority interest in I-Link.

6. Defendants' unlawful conduct, if not immediately enjoined, will
cause I-Link to suffer irreparable injury. Unless I-Link can retain its key
employees and customer relations, I-Link will be forced to shut down its
telecommunications network, leaving thousands of customers without a viable form
of data and voice communications. It will be forced into default on its
obligations to its vendors, licensees and creditors. Finally, Red Cube will take
control of I-Link's source code--the set of trade secrets at the heart of its
business. Such severe and irreparable consequences arise solely out of
defendants' breach of their contractual and fiduciary obligations to fund the
company and through their interference with I-Link's contractual and economic
relations with its employees and customers.

PARTY IDENTIFICATION
--------------------

7. I-Link is a Florida corporation with its principal place of business
in Draper, Utah.

8. Red Cube is a Swiss corporation having its principal place of
business in Zurich, Switzerland. It is a privately owned company that was
formerly known as Cyber Office International AG.

9. Red Cube U.S.A. is a Delaware corporation with its principal place
of business in New York. At all relevant times, Red Cube U.S.A. has acted as Red
Cube's agent in the United States for all purposes, including service of
process.

JURISDICTION AND VENUE
----------------------

10. This Court is vested with subject matter jurisdiction pursuant to
28 U.S.C. Sections 1332.

11. Venue is appropriate in this District pursuant to 28 U.S.C.
Sections 1391(2).

12. Defendants have submitted themselves to the personal jurisdiction
of this Court by, among other things, making frequent and repeated contact with
I-Link at its offices in Utah, agreeing to provide services in Utah, and
committing torts in Utah.

GENERAL ALLEGATIONS
-------------------

A. I-LINK'S BUSINESS

13. I-Link is an integrated voice and data communications company
focused on simplifying the delivery of "unified communication," that is, the
integration of traditional telecommunications with new data Internet protocol
(IP) communications systems. The integration of telecommunications and IP
technology dramatically simplifies communications, increases communication
capabilities, and lowers overall communication costs.

14. I-Link began its research and development activities in 1995. In
1997, the company began providing telecommunications products and services over
traditional public switched telephone networks and began the creation of the
I-Link network through the development and deployment of its proprietary IP
technology.

15. Through its wholly-owned subsidiaries--I-Link Communications, Inc.
and I-Link Systems, Inc.--I-Link provides enhanced telecommunication services on
a wholesale and retail basis.

16. Through other wholly-owned subsidiaries--MiBridge, Inc. and ViaNet
Technologies Ltd.--I-Link undertakes research and development of new
telecommunications services, products, and technologies, and the licensing of
certain of these products and technologies to other telecommunication companies.

17. I-Link is a leader in the delivery of unified communications as a
result of the following five core technology offerings: I-Link's IP
Telecommunications Network, Softswitch Plus-TM-, GateLink-TM-, V-Link-TM-, and
Indavo-TM-. These technologies consist of the following:

(a) I-Link's IP Telecommunications Network: A nationwide dedicated
network of leased telecommunications lines and equipment augmented by IP
software developed by I-Link. The architecture and technological approach used
by the network have resulted in cost and capability breakthroughs unattainable
through traditional circuit switch telecommunications networks, while
maintaining the high voice-quality and reliability associated with traditional
circuit switch networks;

(b) Softswitch Plus-TM-: An operating system that ties together all
of I-Link's core services that are available both to end users and third-party
applications developers. Softswitch Plus integrates communication elements such
as connection services, voice recognition, interactive voice response services,
text-to-speech services, unified messaging, conference call services, operation
support systems and other application servers and communication elements created
by I-Link and other third-party applications developers;

(c) GateLink-TM-: A set of developer tools that serves as the
mechanism for creating new applications, user services and solutions that could
be hosted with I-Link's IP network;

(d) V-Link-TM-: A suite of basic and enhanced telecommunications
services that include enhanced local or long-distance, single number, call
screening/call whisper, caller hold, conference calling, portable fax, and voice
mail; and

(e) Indavo-TM-: A device that can simultaneously create the
capacity of multiple lines that can carry on simultaneous calls and other
communication functions from a single standard telephone line. In other words, a
customer can simultaneously carry on multiple independent or conference
telephone calls, receive or send faxes as if on one or more dedicated fax lines,
and maintain a persistent internet connection through a single standard
telephone line or wire.

18. I-Link protects the confidentiality of its technologies through a
series of measures including, but not limited to, requiring its employees to
sign non-disclosure and non-solicitation agreements.

19. I-Link offers its products and services to customers on both a
wholesale and retail basis. Its rights and obligations are generally
memorialized in service agreements and wholesale agreements. These agreements
recognize the highly confidential and proprietary nature of I-Link's
technologies, and they require a covenant not to disclose or misuse the
confidential information.

20. I-Link also uses independent contractors throughout the United
States to market its products and services. These independent contractors are
referred to by I-Link as "master agents." This relationship is generally
memorialized in a master agent agreement.

21. In 2000, I-Link transitioned its I-Link Worldwide multi-level
marketing sales program to Big Planet, Inc., a subsidiary of NuSkin Enterprises,
Inc. While maintaining its other existing traditional sales channels for retail
sales of products and services, the transition of the multi-level marketing
sales channel to Big Planet has allowed I-Link to broaden and diversify its
sales channels

and focus its efforts on the expansion of its intranet network
and the development and deployment of new enhanced services and products.

B. I-LINK'S EFFORTS TO OBTAIN FINANCIAL SUPPORT

22. I-Link's net operating revenue is generated from three primary
sources: (1) telecommunication services, typically in the form of per-minute
revenues; (2) monthly reoccurring charges (MRCs) charged to the wholesaler on a
per-user basis for application usage; and (3) technology licensing and
development revenues charged to developers and manufacturers. In 1999, I-Link
achieved net operating revenue of approximately $32 million, while its operating
costs and expenses were approximately $51 million.

23. As an emerging telecommunications company, I-Link requires periodic
funding from its majority shareholders, investors and/or financial institutions.
It secures these funds through pledges of its technologies, assignments of its
receivables or equity positions within the company.

24. By 2000, Winter Harbor owned approximately 65% of the shares of
stock in I-Link (on a fully-diluted basis). Winter Harbor has invested
approximately $35 million in I-Link, and it maintains a first security position
in I-Link's assets up to $10 million.

25. Between October of 1999 and May of 2000, I-Link was negotiating
with other technology and telecommunications companies to raise additional funds
in order to maintain its growth and operations. At the same time, Winter Harbor
was looking to sell its position in the company to another investor or group of
investors.

26. In the Spring of 2000, defendants approached I-Link and Winter
Harbor with a proposed transaction. Defendants wanted to obtain the right to use
I-Link's IP technology and join their respective telecommunications networks,
and wanted to acquire Winter Harbor's controlling

interest in I-Link. The key negotiator for defendants was Gil Ha, former
investment banker with Lazard Freres, I-Link's investment banking firm. While at
Lazard Freres, Mr. Ha was the partner assigned to I-Link, and as such was privy
to I-Link's business plan, financial condition, customer base and other
proprietary information as a result of his work for I-Link immediately before he
joined defendants as its financial advisor. At that time, Red Cube and Winter
Harbor did not reach final agreement on terms for Red Cube to acquire Winter
Harbor's controlling interest in I-Link, and negotiations between them were
broken off.

27. Shortly thereafter, defendants and I-Link entered into separate
discussions with the goal of negotiating a commercial relationship. These
discussions resulted in the formation of a strategic alliance between I-Link and
Red Cube that was memorialized in a Cooperation and Framework Agreement, dated
May 3, 2000 (hereinafter "Cooperation Agreement").

28. Under the terms of the Cooperation Agreement, I-Link granted Red
Cube non-exclusive licenses (1) to market and provide to its own customers
worldwide I-Link's proprietary enhanced services under the Red Cube name, (2) to
utilize I-Link's telecommunications network in the U.S., and (3) to use I-Link's
proprietary IP technology and software in Red Cube's own telecommunications
network outside of North America, in consideration for $10 million. As part of
the same agreement, I-Link also agreed to provide Red Cube with usage of its IP
telecommunications network in the U.S. at a discounted rate for an initial one
year period (ending June 2001) for a prepayment of $10 million. The fee for this
usage was prepaid by Red Cube on a "use-or-lose" basis, meaning that I-Link
could retain the entire $10 million even if Red Cube's actual usage of I-Link's
IP telecommunications network did not reach $10 million by June 2001.

29. Under the terms of the Cooperation Agreement, I-Link placed the
source code to its IP technology in escrow for the benefit of Red Cube in the
event I-Link were no longer in business or able

to operate its U.S. IP telecommunications network. In the event of such a
default by I-Link, the source code may (according to the Cooperation Agreement)
be released to Red Cube by the escrow agent. Additionally, I-Link would be
obligated to provide Red Cube with the resources and personnel to maintain the
network in the event of I-Link's default.

30. Red Cube acknowledged in the Cooperation Agreement that it (and
through it, Red Cube U.S.A.) would have access to I-Link's trade secrets,
technology, technical data, customers, potential customers, employees, operating
methods, sources of supply, distribution methods, sales, sales plans, profits,
markets, and financing, and that the same are to be kept confidential from all
third parties. In the Cooperation Agreement, Red Cube promised that it would not
disclose or misuse the confidential information to which it had access.

31. In the Cooperation Agreement, Red Cube also agreed that any
disclosure or misuse of I-Link's confidential information may result in
irreparable injury that would entitle I-Link to seek preliminary and/or
permanent injunctive relief.

32. On or about June 30, 2000, the parties entered into a letter
agreement that clarified the provisions of the Cooperation Agreement. The letter
agreement confirmed that Red Cube's prepayment of $10 million for services was a
"use-or-lose" arrangement that entitled I-Link to retain the entire prepayment,
even in the event Red Cube underutilizes the services.

C. RED CUBE'S AGREEMENT TO PURCHASE I-LINK SECURITIES AND TO PROVIDE
FINANCIAL SUPPORT

33. During the late summer of 2000, negotiations between Red Cube and
Winter Harbor were re-opened, and on or about August 30, 2000, Red Cube entered
into a Securities Purchase Agreement with Winter Harbor to acquire its
controlling ownership interest in I-Link. Red Cube agreed to pay Winter Harbor
$60 million in cash, together with the right to exercise an option to purchase
52,499 ordinary shares of Red Cube at an exercise price of $190.48 per share,
and another

option to purchase 58,333 ordinary shares of Red Cube at an exercise price of
$171.43 per share. In return, Winter Harbor agreed, among other things, to issue
warrants for the purchase of over 28 million shares in I-Link for $60 million.

34. Upon signing, Red Cube and Winter Harbor agreed to place the
signature pages of the Securities Purchase Agreement in escrow overnight until
Red Cube could meet with I-Link's management to secure their support and
cooperation.

35. In meetings occurring late that evening and the following morning,
I-Link expressed the following concerns to Red Cube and Red Cube U.S.A.
regarding the Securities Purchase Agreement with Winter Harbor:

(a) I-Link was not consulted or involved in the negotiations of the
Securities Purchase Agreement;

(b) The Securities Purchase Agreement did not provide a long-term
solution to I-Link's funding needs;

(c) I-Link's minority shareholders may be harmed because Red Cube's
acquisition of I-Link securities would not be completed until April 2001, and
I-Link needed major capital restructuring before year end; and

(d) The equity funding options I-Link was pursuing with other
potential investors would inevitably be undermined in light of Red Cube's
announced plan to purchase the controlling interest in I-Link.

36. In response to these concerns, defendants told I-Link that the
Securities Purchase Agreement was a "done deal," and that it was in everyone's
best interest to support Red Cube's acquisition of Winter Harbor's shares.

37. As an inducement to obtain the cooperation and support of I-Link,
however, defendants agreed to the following:

(a) Defendants agreed immediately to convert for cash of all of the
stock warrants it would acquire from Winter Harbor under the Securities Purchase
Agreement, with the result that I-Link would obtain $60 million in funds to
support operations and development;

(b) Defendants agreed to assist I-Link in simplifying the capital
structure of I-Link;

(c) Defendants agreed to strengthen the balance sheet of I-Link by
providing a long-term financial commitment to the company; and

(d) Defendants agreed to allow I-Link to remain a separate,
stand-alone company. In reliance on these commitments, I-Link's management
publicly supported the Securities Purchase Agreement. The parties issued joint
press releases that included defendants' commitment to fund and support I-Link.
I-Link also assisted defendants in applying for and prosecuting applications
necessary to obtain regulatory approval for the acquisition, including approvals
from the Department of Justice (CFIUS), Federal Communications Commission and
State Public Service Commissions.

38. Defendants memorialized their commitments to fund I-Link in a
letter that was filed with the United States Securities and Exchange Commission
on September 11, 2000.

39. Defendants worked with I-Link to prepare a formal announcement to
I-Link's shareholders and investors of the Securities Purchase Agreement and
defendants' promise to support I-Link as an independent entity and convert the
warrants for cash.

D. THE VOTING AGREEMENT

40. In connection with the Securities Purchase Agreement, Red Cube
entered into a Voting Agreement with Winter Harbor which purported to grant Red
Cube the immediate right to direct the

vote of any securities entitled to vote or that could be converted to voting
securities that were the subject of the Securities Purchase Agreement.

41. Pursuant to the Securities Purchase Agreement, Winter Harbor
assigned to Red Cube all of its rights under the Shareholders Agreement dated
October 10, 1997. As a result of the assignment, I-Link was purportedly required
to obtain Red Cube's approval before it could undertake any significant
corporate action. Specifically, without Red Cube's approval, I-Link was
purportedly forbidden from:

(a) Amending, modifying or repealing the Charter or Bylaws of
I-Link or the Articles of Incorporation;

(b) Affecting any merger, recapitalization or consolidation with or
into another entity;

(c) Selling, transferring, leasing or disposing of any or
substantially all of its assets in one transaction or a series of related
transactions, or liquidate, dissolve or wind up its affairs;

(d) Selling, transferring, disposing of, leasing, pledging or
encumbering, or engaging in a series of related dispositions, of any of its
assets having a value, in the aggregate for such transaction or series of
transactions, in excess of $250,000;

(e) Leasing or otherwise acquiring any assets having a value, in
the aggregate, in excess of $250,000;

(f) Incurring or repaying any indebtedness;

(g) Paying any dividend or making other distributions or redemption
payments with respect to any of its equity interest;

(h) Conducting or engaging in any business other than the business
in which it is presently engaged;

(i) Forming and owning, in whole or in part, one or more
corporations, trusts, partnerships or other subsidiary entities;

(j) Acquiring, owning or holding for investment any equity interest
in another entity or any option, warrant or other debt or equity interest
convertible into or evidencing the right to acquire any equity interest in such
entity;

(k) Entering into any transaction or agreement with any affiliate
of I-Link or any of the I-Link shareholders;

(l) Adopting or amending its annual budget;

(m) Hiring, employing or discharging any of its executive officers,
managers or key employees;

(n) Engaging or discharging its independent certified public
accountants;

(o) Initiating or settling any litigation involving the amount in
controversy in excess of $250,000;

(p) Adopting or amending any employee benefit plan or program;

(q) Entering into any commitment or series of related commitments
involving the payment or payments of an aggregate amount in excess of $250,000;

(r) Filing for voluntary or involuntary protection under federal or
state bankruptcy or insolvency laws or make any assignment for the benefit of
creditors; or

(s) Taking any action that would make it impossible for I-Link or
any of its subsidiaries to carry on its ordinary business or take any action
that is in contravention of I-Link's Amended and Restated Articles of
Incorporation.

42. By the Fall of 2000, as a result of the Securities Purchase
Agreement and Voting Agreement, Red Cube beneficially owned a controlling
interest in I-Link representing approximately

65 percent of the outstanding shares (on a fully-diluted basis). Red Cube shared
voting control and disposition power over all shares of I-Link common stock,
preferred stock and warrants owned by Winter Harbor. These rights created
fiduciary obligations on the part of Red Cube to I-Link and its minority
shareholders. These fiduciary obligations included the duty to preserve I-Link's
assets for the benefit of the company and all of its shareholders, the duty to
protect I-Link's contracts and economic relations, and the duty to the company
to enable it to continue operations.

E. DEFENDANTS' REFUSAL TO PROVIDE FUNDING

43. On repeated occasions between September 2000 to mid-December 2000,
I-Link's management requested funding from defendants, in accordance with
defendants' promises and commitments, to meet I-Link's operating expenses. As
shown in the paragraphs below, defendants ultimately refused at the
eleventh-hour to provide the promised funding.

44. By October 2000, Red Cube's actual usage of I-Link's network was
only a fraction of that which it had forecast and upon which the $10 million
"use-or-lose" usage prepayment had been based. In October 2000, defendants
requested that I-Link modify the terms of the Cooperation Agreement to allow Red
Cube to develop its own U.S. telecommunications network, and to include
equipment purchases by defendants from or through I-Link at cost to be applied
against the I-Link network usage prepayment of $10 million, virtually
eliminating the benefit to I-Link of the $10 million usage prepayment.

45. Defendants stated that I-Link's promised funding would be
jeopardized if I-Link did not agree to the proposed modifications to the
Cooperation Agreement.

46. At the same time, defendants informed I-Link that Red Cube wished
to renegotiate the Securities Purchase Agreement with Winter Harbor. Under a
revised agreement ultimately entered into with Winter Harbor, Red Cube was to
delay its payments to Winter Harbor, with the result that Red

Cube would not acquire the I-Link warrants from Winter Harbor until year-end,
with the further result that I-Link's funding from Red Cube would be delayed.
Defendants, however, told I-Link's management that they would provide I-Link
with $10 million before December 31, 2000, and $10 million for each quarter in
2001.

47. I-Link's management met with defendants' management in Zurich,
Switzerland on or about November 5-6, 2000. I-Link's management presented
defendants with its current cash position budget, and a strategy to fund the
company.

48. At the November 5-6 meeting, Red Cube represented that it intended
to purchase all of I-Link's stock and/or assets at severely depressed prices.
Red Cube asked I-Link's management to assist Red Cube with the acquisition.

49. I-Link's management advised defendants that it would oppose such an
acquisition because it would deprive minority shareholders the value of their
equity in I-Link and it would relegate I-Link to the status of a mere division
of defendants. I-Link told defendants that they owed a fiduciary obligation to
I-Link's minority shareholders, and that defendants' statements were contrary to
their original commitments to I-Link and Winter Harbor.

50. I-Link's managers renewed their requests for obtaining the promised
funding, and reiterated that it would run out of operating capital at or near
the end of the year if not funded by Red Cube as promised. The November 5-6
meeting ended with defendants' commitment to provide I-Link with $5 million for
December 2000 (instead of the $10 million promised in October), and $10 million
in February 2001 (instead of the $10 million for each quarter promised in
October).

51. On November 28, however, defendants informed I-Link that they would
not provide any funding for December 2000. When I-Link informed defendants that
it did not believe it could meet its

operating expenses without such funding, defendants promised to lend I-Link $2
million per month if the company was "reorganized" pursuant to a plan to be
formulated by Red Cube.

52. On or about December 23, 2000, defendants informed I-Link's
management that they would not pay I-Link the $2 million per month promised in
late November. Instead, defendants sought to force I-Link to turn over control
of its day-to-day operations in exchange for a minimal, provisional line of
credit (up to $5 million) secured by all of the assets of I-Link and having a
maturity of only six months, to be drawn down if and when defendants deemed it
necessary and only so long as I-Link was moving forward to spin off its IP
telecommunications network and enhanced service operations pursuant to a plan
yet to be formulated by defendants.

53. I-Link's board of directors rejected defendants' coercive proposal
on December 27, 2000.

54. On December 29, 2000, Red Cube filed an amendment to its Schedule
13D/A with the United States Securities and Exchange Commission. In this
amendment, Red Cube announced that Winter Harbor had allegedly breached the
Securities Purchase Agreement and the Voting Agreement, and that Red Cube had
filed a mandatory mediation against Winter Harbor for recission of those
agreements. Red Cube's Schedule 13D/A left no doubt that Red Cube did not intend
to comply with its commitments to I-Link to provide funding.

F. RED CUBE'S ACTS OF INTERFERENCE AND MISAPPROPRIATION

55. Since January 1, 2001, defendants have been in contact with
I-Link's major customers, master agents (or brokers), and licensees in an
attempt to convince them to move their business to defendants. Defendants have
informed these customers, master agents and licensees that I-Link is "going
down," and that I-Link's failure to restructure its company has led it to its
downfall.

56. On or about January 5, 2001, Red Cube U.S.A.'s Mark Delessio told
Tim Hammer of I-Link that defendants had targeted a number of key people in
I-Link's employ to whom they intended to offer employment with defendants.

57. On or about January 5, 2001, Red Cube U.S.A.'s Mark Delessio, Matt
Gordon, Jill Zursky, and Bob Fonow visited I-Link's offices in Draper with the
intent to solicit I-Link's key employees away from I-Link and to obtain from
them trade secrets and other proprietary data for defendants' own use. For
example, defendants' Delessio approached Tom Milligan of I-Link to ask Mr.
Milligan if he would serve as defendants' consultant in recreating I-Link's
technology. Mr. Milligan responded that he "hoped it would not come to that."
Mr. Delessio said that most of the employees he had spoken to "had the same type
of reaction," thus leaving Mr. Milligan to conclude that defendants had made
similar propositions to many of I-Link's employees. Delessio also approached
Bart Crowther of I-Link to ask Mr. Crowther if he would serve as a consultant
for defendants. Delessio or other Red Cube U.S.A. employees also solicited
I-Link's key employees Casey Nielsen, Tim Hammer, Sterling Okura, Mark Colley,
Jim Peterson, and Gary Knudsen. After I-Link's management learned of these
contacts, Delessio was informed that he was not allowed on I-Link's property
without an escort. Delessio responded by stating, "But that would defeat my
purpose."

58. On or about January 11, 2001, I-Link discovered that Big Planet had
reached an agreement to move users to another network including Red Cube for
international calls. Red Cube also contacted David Bailey, a Master Agent for
I-Link, to convince him that I-Link was going down.

59. On January 11, 2001, I-Link was required to announce, as a part of
a restructuring plan, the need to lay off over 80 employees. Additional layoffs
are imminent. These layoffs are the direct result of defendants' failure to fund
I-Link.

60. I-Link has informed defendants of the severity of its current
financial situation, and requested that defendants fulfill their financial
commitments to I-Link. Defendants have failed and refused to follow through on
their funding commitments, and have informed I-Link that defendants intend to
foreclose upon I-Link's source code held in escrow pursuant to the Cooperation
Agreement.

FIRST CLAIM FOR RELIEF
----------------------

(BREACH OF CONTRACT)

61. I-Link realleges paragraphs 1 through 60 of this Complaint as if
set forth fully herein.

62. Defendants agreed to fund I-Link's operations through the cash
conversion of outstanding warrants on I-Link acquired from Winter Harbor or
through the payment of funds sufficient to support I-Link's operations and
development.

63. Defendants knew that I-Link's commercial success and survival was
conditioned upon their financial support of the company.

64. Defendants have materially breached their obligations to I-Link by
failing to convert warrants on I-Link's stock or otherwise provide I-Link with
sufficient cash to meet operating expenses.

65. As a result of defendants' material breaches of their contractual
obligations, I-Link has been damaged in an amount of not less than $60 million
and, if I-Link is unsuccessful in obtaining alternative financing, damages in
excess of $250 million.

SECOND CLAIM FOR RELIEF
-----------------------

(BREACH OF FIDUCIARY DUTY)

66. I-Link realleges paragraphs 1 through 65 of this Complaint as if
set forth fully herein.

67. Defendants owe I-Link a fiduciary duty, as its strategic partner
and majority beneficial owner, to fulfill their contractual obligations, provide
I-Link with sufficient funding to meet its

operating expenses, preserve its assets, and not interfere with I-Link's
contractual and economic relations.

68. Defendants have violated their fiduciary duties by failing to
provide I-Link with sufficient funding to meet its operating expenses, by
preventing I-Link from obtaining alternative sources of financing, by
misappropriating I-Link's proprietary information, by disclosing and misusing
I-Link's confidential information, and by interfering with I-Link's contractual
and economic relations with customers, licensees, master agents and employees.

69. Defendants have breached their fiduciary obligations with the
intent (a) to force I-Link to default on its obligations under the Cooperation
Agreement and (b) to compromise I-Link's ability to fulfill its obligations to
its customers, licensees, creditors and employees.

70. As a result of defendants' material breaches of its fiduciary
duties, I-Link has been damaged to date in an amount of not less than $60
million. If defendants are not immediately enjoined from further breaches of
their fiduciary duties, I-Link will suffer irreparable injury by losing its key
employees, intellectual property, customer base, goodwill and reputation.

71. Defendants' breach of their fiduciary duties has been intentional
and undertaken for the purpose of injuring I-Link. Accordingly, I-Link is
entitled to an award of punitive damages against defendants in an amount to be
proven at trial but not less than $500 million, together with court costs and
attorney's fees.

THIRD CLAIM FOR RELIEF
----------------------

(INTENTIONAL INTERFERENCE WITH CONTRACTUAL RELATIONS)

72. I-Link realleges paragraphs 1 through 71 of this Complaint as if
set forth fully herein.

73. I-Link employs individuals with unique technical skills and
knowledge. These employees have developed valuable trade secrets on behalf of
I-Link that include source code, software platforms, operating systems and
computer architecture.

74. I-Link has entered into agreements with its employees requiring
them not to disclose I-Link's proprietary and confidential information to
others.

75. Defendants are aware of I-Link's agreements with its employees;
defendants are specifically aware of the non-disclosure provisions of the
agreements.

76. Defendants have contacted I-Link's key technical employees with the
intent to solicit them to work for Red Cube to replicate for defendants I-Link's
intranet network and other proprietary technologies.

77. Defendants' interference with I-Link's contracts with its employees
has damaged I-Link in an amount not less than $10 million. If defendants are not
enjoined from further acts of interference, I-Link will suffer irreparable
injury in the loss of its intellectual property rights, trade secrets, and
employee workforce.

78. Accordingly, I-Link is entitled to an order from this Court
enjoining defendants from encouraging, enticing and/or soliciting, directly or
indirectly, I-Link's technical employees to join defendants as employees or
consultants. I-Link is also entitled to punitive damages against defendants in
an amount to be proven at trial but not less than $30 million, together with
court costs and attorney's fees.

FOURTH CLAIM FOR RELIEF
-----------------------

(BREACH OF COOPERATION AGREEMENT - INJUNCTIVE RELIEF)

79. I-Link realleges paragraphs 1 through 78 of this Complaint as if
set forth fully herein.

80. Red Cube agreed that any disclosure or misuse of I-Link's
confidential information would result in irreparable harm to I-Link.

81. Red Cube agreed that I-Link is entitled to a preliminary and/or
permanent injunction in the event Red Cube discloses or misuses I-Link's
confidential information.

82. Red Cube has breached its obligations to I-Link under the
Cooperation Agreement by disclosing I-Link's confidential information to others
and by misappropriating that information to Red Cube's own benefit.

83. I-Link is entitled to an injunction against Red Cube and its agent
Red Cube U.S.A. to prohibit them from disclosing and/or misusing I-Link's
confidential information.

84. Red Cube's actions constitute a prior material breach of the
Cooperation Agreement that relieves and excuses I-Link from performing its
obligations to Red Cube.

85. Accordingly, I-Link is entitled to an injunction prohibiting Red
Cube and its agent Red Cube U.S.A. from instructing the escrow agent to release
I-Link's source code to defendants until otherwise ordered by this Court on the
grounds that defendants should not benefit from a contract that it has breached.

FIFTH CLAIM FOR RELIEF
----------------------

(INTENTIONAL INTERFERENCE WITH ECONOMIC RELATIONS)

86. I-Link realleges paragraphs 1 through 85 of this Complaint as if
set forth fully herein.

87. I-Link has entered into written and/or oral agreements with its
master agents, licensees and customers to secure their performance to I-Link in
consideration for payment, services or products. Its network of master agents,
licensees and customers constitutes a unique and irreplaceable asset on which
the survival of I-Link's business depends.

88. Defendants learned the details of I-Link's economic relations with
its master agents, licensees and customers in disclosures required of I-Link
under the Cooperation Agreement and in the completion of defendants' due
diligence for Red Cube to acquire the majority ownership interest in I-Link.

89. Defendants have unlawfully utilized I-Link's confidential and
proprietary information so obtained to intentionally interfere with I-Link's
economic relations with its master agents, licensees and customers by
encouraging them to leave I-Link, and by soliciting their business from I-Link.

90. I-Link has been damaged by defendants' intentional interference
with I-Link's economic relations in an amount to be proven at trial but not less
than $10 million. If defendants are not immediately enjoined from further acts
of interference, I-Link will suffer irreparable injuries by losing the business
of its customers and licensees and the services of its master agents.

91. I-Link is also entitled to an award of punitive damages against
defendants in an amount to be proven at trial but not less than $30 million,
together with court costs and attorney's fees.

SIXTH CLAIM FOR RELIEF
----------------------

(PROMISSORY ESTOPPEL)

92. I-Link realleges paragraphs 1 through 91 of this Complaint as if
set forth fully herein.

93. Defendants promised I-Link that Red Cube would either convert the
warrants it acquired from Winter Harbor or otherwise fund I-Link operations and
development.

94. I-Link relied upon defendants' promises to its detriment. In
reliance on defendants' promises, I-Link refrained from negotiating with other
technology and telecommunications companies to obtain funding, and it refrained
from seeking funding from financial institutions and venture capital groups.

95. Defendants should be estopped from reneging on its promise to
provide I-Link with $60 million in funding.

96. Defendants should also be enjoined from benefiting from its
wrongful actions. They should be enjoined immediately from issuing any
instruction to the escrow agent to release I-Link's source code to defendants.

SEVENTH CLAIM FOR RELIEF
------------------------

(BUSINESS DISPARAGEMENT)

97. I-Link realleges paragraphs 1 through 96 of this Complaint as if
set forth fully herein.

98. Defendants have contacted I-Link's key licensees, master agents,
sales representatives and customers in an attempt to influence them to cease
doing business with I-Link and to join defendants. Defendants have represented
to these individuals and companies that I-Link is "going down" and cannot
satisfy its contractual obligations.

99. Defendants' statements are false and/or misleading. They constitute
trade disparagement.

100. Defendants made these disparaging statements with malice, and for
the dual purpose of (a) causing I-Link to become insolvent so that defendant can
obtain I-Link's trade secrets and intellectual property through foreclosure
proceedings; and (b) misappropriating I-Link's customers and business
opportunities.

101. Defendants' conduct has caused I-Link to suffer damages in an
amount to be proven at trial but not less than $50 million.

102. I-Link is also entitled to an award of punitive damages against
defendants for their intentional and malicious conduct in an amount to be proven
at trial, but not less than $150 million, together with court costs and
attorney's fees.

EIGHTH CLAIM FOR RELIEF
-----------------------

(UNFAIR COMPETITION)

103. I-Link realleges paragraphs 1 through 102 of this Complaint as if
set forth fully herein.

104. Defendants' failure to provide I-Link financing, as well as their
acts of business disparagement and interference with I-Link's economic relations
and contracts, constitute unfair competition under federal, state and common
law.

105. I-Link is informed and believes that defendants have passed off
their products and services as I-Link's products and services under the guise of
a strategic partnership with I-Link. Defendants have held themselves out as the
owners of I-Link's technology to investors and the public. These actions also
constitute unfair competition under federal, state and common law.

106. Defendants' unfair competition has caused I-Link to suffer damages
in an amount to be proven at trial but not less than $50 million.

107. I-Link is also entitled to an order enjoining defendants from
engaging in further acts of unfair competition, together with an award of treble
damages, costs and attorney's fees.

NINTH CLAIM FOR RELIEF
----------------------

(NEGLIGENT AND/OR FRAUDULENT MISREPRESENTATION)

108. I-Link realleges paragraphs 1 through 107 of this Complaint as if
set forth fully herein.

109. Defendants represented to I-Link that they would provide
sufficient financial assistance to I-Link to maintain I-Link's operations. This
representation was false.

110. I-Link believes, and therefore avers, that defendants knew or
should have known at the time they made their representations that they did not
intend to provide I-Link with sufficient funding to maintain its operations.

111. Defendants intended that I-Link would rely upon their
misrepresentations, and I-Link relied on defendants' misrepresentations to its
detriment.

112. I-Link's reliance upon defendants' misrepresentations was
reasonable under the circumstances and caused I-Link to refrain from pursuing
funding from other sources that were readily available.

113. I-Link has been damaged by defendants' misrepresentations in an
amount not less than $60 million and, if I-Link does not secure alternative
financing, in damages exceeding $250 million, together with costs and attorney's
fees.

TENTH CLAIM FOR RELIEF
----------------------

(MISAPPROPRIATION OF TRADE SECRETS)

114. I-Link realleges paragraphs 1 through 113 of this Complaint as if
set forth fully herein.

115. Defendants have misappropriated I-Link's trade secrets in
violation of Utah Code Ann. Sections 13-24-1 ET SEQ. by:

(a) Disclosing I-Link's proprietary information to third parties;

(b) Converting I-Link's technologies, business plan and customer
base to its own benefit;

(d) Breaching the Cooperation Agreement and their commitment to
finance I-Link in order to cause I-Link to close the intranet network and allow
Red Cube to foreclose upon I-Link's source code.

116. Defendants' misappropriation of I-Link's valuable trade secrets
has caused, and will continue to cause, I-Link to suffer irreparable harm.

117. I-Link is entitled to an injunction against defendants to prevent
further actions of misappropriation pursuant to Utah Code Ann. Sections 13-24-3.

118. I-Link is also entitled to monetary damages against defendants,
together with exemplary damages in an amount of twice the actual damages
pursuant to Utah Code Ann. Sections 13-24-4.

119. Finally, I-Link is entitled to an award of its attorney's fees and
court costs pursuant to Utah Code Ann. Sections 13-24-5.

WHEREFORE, I-Link demands judgment against defendants as follows:

1. On its First Claim for Relief, judgment against defendants, jointly
and severally, in a amount to be proven at trial but not less than $60 million,
together with pre-judgment interest and court costs.

2. On its Second Claim for Relief, an order from the Court enjoining
defendants from soliciting or otherwise interfering with I-Link's contractual
and economic relations with its customers, licensees, master agents and
employees. I-Link is also entitled to an award of monetary damages against
defendants, jointly and severally, in an amount to be proven at trial but not
less than $60 million, together with an award of punitive damages in an amount
to be proven at trial but not less than $500 million, court costs and attorney's
fees.

3. On its Third Claim for Relief, an order from the Court enjoining
defendants from soliciting I-Link's employees. I-Link is also entitled to an
award of monetary damages against defendants, jointly and severally, in an
amount to be proven at trial but not less than $10 million, together with
punitive damages in an amount to be proven at trial but not less than $30
million, court costs and attorney's fees.

4. On its Fourth Claim for Relief, for an order from the Court
enjoining defendants from disclosing and/or misusing I-Link's confidential
information and precluding defendants from obtaining I-Link's source code from
the escrow agent until otherwise ordered by this Court.

5. On its Fifth Claim for Relief, for an order from the Court enjoining
defendants from interfering with I-Link's economic relations with its master
agents, licensees and customers. I-Link is also entitled to an award of monetary
damages against defendants, jointly and severally, in an amount to be proven at
trial but not less than $10 million, together with punitive damages in an amount
to be proven at trial but not less than $30 million, court costs and attorney's
fees.

6. On its Sixth Claim for Relief, for an order from the Court enjoining
defendants from obtaining I-Link's source code from the escrow agent until
otherwise ordered from this Court. I-Link is also entitled to monetary damages
against defendants, jointly and severally, in an amount to be proven at trial
but not less than $60 million.

7. On its Seventh Claim for Relief, for damages against defendants,
jointly and severally, in an amount to be proven at trial but not less than $50
million, together with punitive damages in an amount to be proven at trial but
not less than $150 million, court costs and attorney's fees.

8. On its Eighth Claim for Relief, for an order from the Court
enjoining defendants from interfering with I-Link's contractual and economic
relations with its customers, licensees, master agents and employees. I-Link is
also entitled to an award of monetary damages against defendants, jointly and
severally, in an amount to be proven at trial but not less than $50 million,
together with triple damages, court costs and attorney's fees.

9. On its Ninth Claim for Relief, for monetary award for damages
against defendants, jointly and severally, in an amount to be proven at trial
but not less than $60 million, together with

punitive damages in an amount to be proven at trial but not less than $250
million, court costs and attorney's fees.

10. On its Tenth Claim for Relief, for an order from the Court
enjoining defendants from misappropriating I-Link's trade secrets and other
proprietary information. I-Link is also entitled to an award of monetary damages
against defendants, jointly and severally, in an amount to be proven at trial,
together with exemplary damages in an amount of twice the actual damages, court
costs and attorney's fees.

11. For such other relief as this Court deems just and equitable in the
premises.

JURY DEMAND
-----------

I-Link demands a trial by jury pursuant to Rule 38 of the Federal
Rules of Civil Procedure.

DATED this 18th day of January, 2001.

Snell & Wilmer

------------------------------
Alan L. Sullivan
Bryon J. Benevento
Christy L. Campbell
Scott A. DuBois
Attorneys for Plaintiff