SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

File No. 0-17973

[X]/X/ Filed by the Registrant
[ ]/ / Filed by a Party other than the Registrant

Check the appropriate box:
[ ]/ / Preliminary Proxy Statement
[ ]/ / Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X]/X/ Definitive Proxy Statement
[ ]/ / Definitive Additional Materials
[ ]/ / Soliciting Material Pursuant to ss.240.14a-11(c)Section 240.14a-11(c) or ss.240.14a-12Section 240.14a-12

I-LINK INCORPORATED
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

Payment of Filing Fee (Check the appropriate box):
[X]/X/ No fee required.
[ ]/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

1) Title of each class of securities to which transaction applies:

N/A

2) Aggregate number of securities to which transaction applies:

N/A

3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11:

N/A

4) Proposed maximum aggregate value of transaction:

N/A

5) Total fee paid: $______________

[ ]/ / Fee paid previously with preliminary materials.

[I-LINK LOGO][LOGO]

13751 S. WADSWORTH PARK DRIVE
SUITEWadsworth Park Drive
Suite 200
DRAPER, UTAHDraper, Utah 84020

John W. Edwards
Chairman and
Chief Executive Officer

May 5,August 30, 2000

Dear Stockholder:

It is my pleasure to invite you to a Special MeetingI-Link's 2000 annual meeting of Stockholders of I-Link
Incorporated.stockholders.

We will hold the meeting on Tuesday, May 23,Monday, October 2, 2000 at 10:00 a.m. local time at
the Hampton Inn, 10690Marriott Courtyard Hotel, 10701 South Holiday Park Drive, Sandy, Utah 84070.
In addition to the formal items of business, I will be available atreview the meeting tomajor
developments of 1999 and 2000 and answer your questions. The Special Meeting is not being held in lieu of our annual
meeting; that will be held as soon as reasonably possible after financial
statements for 1999 are prepared for distribution to you and other stockholders. This booklet includes
the notice of the Special Meetingannual meeting and the proxy statement. AtThe proxy statement
describes the Special Meeting, youbusiness that we will be asked to approve certain future issuances of
common stock, which will be subject to certain trading restrictions, to JNC
Opportunity Fund pursuant to the terms of a settlement agreement. These
issuances, the reasons for them and the settlement agreement are described in
this proxy statement. Your board of directors has approved these issuances and
recommends that you vote "FOR" themconduct at the Special Meeting. Winter Harbor LLC,
our principal stockholder, has agreed to vote "FOR" these issuances.meeting, and provides
information about I-Link.

Stockholders of record at the close of business on May 1,August 3, 2000 may vote at
the meeting. Your vote is important. Whether or not you plan to attend the
annual meeting, please complete, date, sign and return the enclosed proxy card
promptly. If you attend the meeting and prefer to vote in person, you may do so.

We look forward to seeing you at the meeting.

Very truly yours,

John W. Edwards

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

[I-LINK LOGO]Notice of 2000 Annual Meeting of Stockholders

[LOGO]

Date: Tuesday, May 23,Monday, October 2, 2000
Time: 10:00 a.m.
Place: Hampton Inn
10690Marriott Courtyard
10701 South Holiday Park DriveDr.
Sandy, Utah 84070

Dear Stockholders:

At our Special Meetingannual meeting we will ask you to:

1. Elect two Class II Directors, each to serve for three years and until his
successor has been duly elected and qualified;

2. Ratify the continued engagement of PricewaterhouseCoopers LLP as our
independent accountants;

3. Approve an amendment to the issuance to JNC Opportunity Fund Ltd. of a number1997 Recruitment Stock Option Plan increasing
the amount of shares of our common stock which will be subjecteligible for issuance under that Plan
from 4,400,000 to 7,400,000;

4. Approve the non-qualified options to purchase I-Link's Common Stock granted
to certain trading restrictions, equal
toexecutive officers;

5. Approve the Additional Share Amount2000 Employee Stock Purchase Plan; and

if required, the Late Share Amount and
Additional Late Share Amount, as such terms are further described in this proxy
statement, 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; and

2.6. Transact any other business that may properly be presented at the Special
Meeting.

Your board of directors recommends that you vote "FOR" the issuance of common
stock to JNC Opportunity Fund pursuant to the Settlement Agreement.

Winter Harbor LLC, our principal stockholder has agreed to vote "FOR" the
issuance.annual
meeting.

If you were a stockholder of record at the close of business on May 1,August 3, 2000,
you may vote at the Special Meeting.annual meeting.

By Order of the Board of Directors,

David E. Hardy
SecretarySECRETARY

Draper, Utah
May 5,August 30, 2000

TABLE OF CONTENTS

Page
----
INFORMATION ABOUT THE SPECIALANNUAL MEETING AND VOTING.................................................VOTING.......................................................... 1
Why Did You Send Me This Proxy Statement?.....................................................did you send me this proxy statement?................................................................ 1
How Many Votes Domany votes do I Have?.....................................................................have?................................................................................ 1
What Proposal Will Be Addressed Atproposals will be addressed at the Special Meeting?.......................................annual meeting?.................................................. 1
Why would the annual meeting be postponed?............................................................... 2
How Dodo I Know What the Additional Share Amount, Late Share Amount and
Additional Share Amount Will Be?..............................................................vote in person?................................................................................. 2
How Dodo I Vote In Person?......................................................................vote by proxy?.................................................................................. 2
Why Would the Special Meeting Be Postponed?................................................... 2
How Do I Vote By Proxy........................................................................ 3
May I Revoke My Proxy?........................................................................revoke my proxy?................................................................................... 3
Where Areare I-Link's Principal Executive Offices?...............................................principal executive offices?.......................................................... 3
What Vote Is Requiredvote is required to Approve the Proposal?................................................ 4approve each proposal?.......................................................... 3
Are There Any Dissenters' Rightsthere any dissenters'rights of Appraisal?................................................appraisal?............................................................ 4
Who Bearsbears the Costcost of Soliciting Proxies?.....................................................soliciting proxies?................................................................ 4
How can I obtain additional information regarding I-Link?................................................ 5
INFORMATION ABOUT I-LINK STOCK OWNERSHIP......................................................... 4OWNERSHIP................................................................. 5
Which Stockholders Ownstockholders own at Leastleast 5% of I-Link?................................................. 4............................................................ 5
How Much Stockmuch stock is Ownedowned by directors and executive officers?............................................. 6
Do any of the officers and directors have an interest in the matters to be acted upon?................... 7
Did directors, executive officers and greater-than-10% stockholders comply with
Section 16(a) beneficial ownership reporting requirements in 1999?....................................... 8
INFORMATION ABOUT DIRECTORS AND EXECUTIVE OFFICERS....................................................... 8
Directors and Executive Officers?.................................. 5
Do AnyOfficers......................................................................... 8
The Board of Directors.................................................................................. 11
Committees of the Officers and Directors Have an Interest in the Matters to be Acted Upon?........ 7Board of Directors.................................................................... 11
COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS........................................................ 12
DISCUSSION OF PROPOSALPROPOSALS RECOMMENDED FOR CONSIDERATION BY
THE BOARD.................................................. 7

PROPOSAL 1....................................................................................... 7STOCKHOLDERS............................................................................................ 23
1. To elect two Class II directors, each to serve for three years and until his successor
has been duly elected and qualified.................................................................. 23
2. To ratify the selection of PricewaterhouseCoopers LLP as independent public
accountants.......................................................................................... 24
3. To approve an amendment of the 1997 Plan increasing the amount of shares of
common stock eligible for issuance under that plan from 4,400,000 to 7,400,000....................... 24
4. To approve non-qualified options to purchase I-Link's Common Stock granted to
certain executive officers........................................................................... 25
5. To approve the 2000 Employee Stock Purchase Plan..................................................... 27
OTHER PROPOSED ACTION............................................................................ 10

ACTION................................................................................... 30
STOCKHOLDER PROPOSALS AND SUBMISSIONS................................................................... 31

APPENDIX A: 2000 EMPLOYEE STOCK PURCHASE PLAN
ATTACHMENT: PROXY

CARD

I-LINK INCORPORATED

PROXY STATEMENT
DATED MAY 5,AUGUST 30, 2000
SPECIALANNUAL MEETING OF STOCKHOLDERS

INFORMATION ABOUT THE SPECIALANNUAL MEETING AND VOTING

WHY DID YOU SEND ME THIS PROXY STATEMENT?

We sent you this proxy statement and the enclosed proxy card because the
Boardboard of Directorsdirectors of I-Link Incorporated, a Florida corporation, is soliciting
your proxy vote at a Specialthe 2000 Annual Meeting of Stockholders. This proxy statement
summarizes the information you need to knowvote intelligently on the proposals to votebe
considered at the Special
Meeting.annual meeting. However, you do not need to attend the Special Meetingannual
meeting to vote your shares. Instead you may simply complete, sign and return
the enclosed proxy card.

HOW MANY VOTES DO I HAVE?

We will be sending this proxy statement, the attached Notice of SpecialAnnual
Meeting and the enclosed proxy card on or about May 5,August 30, 2000 to all
stockholders. Stockholders who owned ourI-Link common stock at the close of
business on May 1,August 3, 2000 (the "Record Date") are entitled to one vote for each
share of common stock they held on that date, in all matters properly brought
before the Special Meeting. Similarly, holders of Series M preferred stock and
Series N preferred stock are entitled to vote with the common stock on an
as-converted basis.

On the Record Date, the following classes of stock were issued and
outstanding, and had the voting powers indicated. Each share of common stock is
entitled to one vote, each share of Series M preferred stock is entitled to
approximately 1,7321,787 votes, and each share of Series N preferred stock is
entitled to approximately 360 votes.

CLASS OF STOCK SHARES OUTSTANDING EQUIVALENT VOTES
- -------------- ------------------ ----------------

Common stock 26,734,969 26,734,969
Class C preferred stock 17,811 0 (non-voting)
Series M preferred stock 4,400 7,620,275
Series N preferred stock 15,250 5,485,612
----------
Total Votes at Special Meeting of Stockholders: 39,840,856
==========

CLASS OF STOCK SHARES OUTSTANDING EQUIVALENT VOTES
- ------------------------------------------- ------------------ ----------------

Common stock 27,816,332 27,816,332
Class C preferred stock 14,499 0 (non-voting)
Series M preferred stock 4,400 7,861,475
Series N preferred stock 15,216 5,477,760
Total Votes at Annual Meeting of Stockholders: 41,155,567

WHAT PROPOSALPROPOSALS WILL BE ADDRESSED AT THE SPECIALANNUAL MEETING?

We will address the following proposalproposals at the Special Meeting:annual meeting:

1. Election of two Class II Directors, each to serve for three years and until
his successor has been duly elected and qualified;

2. Ratification of the continued engagement of PricewaterhouseCoopers LLP as
our independent accountants;

3. Approval of an amendment of the 1997 Recruitment Stock Option Plan
increasing the amount of shares of Common Stock eligible for issuance under
that Plan from 4,400,000 to 7,400,000;

4. Approval of the issuancenon-qualified options to JNC Opportunity Fund Ltd. of a number of shares
of ourpurchase I-Link's common stock
which will be subjectgranted to certain trading restrictions,
equal toexecutive officers;

5. Approval of the Additional Share Amount2000 Employee Stock Purchase Plan; and

2.6. The transaction of such other business as may properly come before the
meeting or any adjournmentadjustment thereof.

HOW DO I KNOW WHATWHY WOULD THE ADDITIONAL SHARE AMOUNT, LATE SHARE AMOUNT AND ADDITIONAL
LATE SHARE AMOUNT WILL BE?ANNUAL MEETING BE POSTPONED?

The Settlement Agreement provides that no laterannual meeting will be postponed if a quorum is not present on October
2, 2000. If more than May 9, 2000,
subject to shareholder approval, we must issue to JNC Opportunity Fund a numberhalf of all of the shares of our common stock (the "Additional Shares") equal to (i) 790,000
plus (ii) 790,000 times .0825 times a fraction the numerator of which is the
number of days from February 1, 2000 to the date such Additional Shares are
actually issued to JNC and the denominator of which is 360 (the "Additional
Share Amount"). If we fail to issue the Additional Shares by May 24, 2000, JNC
is entitled to receive shares in addition to the Additional Shares (the "Late
Shares"). The number of Late Shares would equal 10,000 times a fraction, the
numerator of which equals the number of Additional Shares not yet delivered as
of May 24, 2000 (the "Undelivered Shares") and the denominator of which equals
the Additional Share Amount (the "Late Share Amount"). Further, if we fail to
deliver any Undelivered Shares or Late Shares by May 24, 2000, we must issue
additional Late Shares ("Additional Late Shares") in addition to the Additional
Shares and Late Shares equal to the number of Late Shares to be delivered times
a fraction the numerator of which equals the number of days from May 24, 2000 to
the actual date of issuance of such Late Shares and Undelivered Shares and the
denominator of which is 30 (the "Additional Late Share Amount"). Accordingly,
assuming that we obtain the necessary shareholder approvalvote at the
Special
Meetingannual meeting are present in person or by proxy, a quorum will be present and
issuebusiness can be transacted. If a quorum is not present, the Additional Shares on June 28, 2000, we wouldannual meeting may
be requiredpostponed to issue ina later date when a quorum is obtained. Abstentions and broker
non-votes are counted for purposes of determining the aggregate 838,228 sharespresence of common stock usinga quorum for
the formula
described above (816,722 Additional Shares, 9,926 Late Shares and 11,580
Additional Late Shares).transaction of business but are not counted as an affirmative vote for
purposes of determining whether a proposal has been approved.

HOW DO I VOTE IN PERSON?

If you plan to attend the Special Meeting in Sandy, Utahannual meeting on Tuesday,
May 23,October 2, 2000, or at a later
date due to postponement,if it is postponed, at the Marriott Courtyard, 10701 South Holiday Park
Drive, Sandy, Utah 84070 and vote in person, we will give you a ballot when you
arrive. However, if your shares are held in the name of your broker, bank or
other nominee, you must bring a power of attorney executed by the broker, bank
or other nominee that owns the shares of record for your benefit and authorizing
you to vote the shares.

WHY WOULD THE SPECIAL MEETING BE POSTPONED?

The Special Meeting will be postponed if a quorum is not present on
Tuesday, May 23, 2000. If more than half of all of the shares of stock entitled
to vote at the Special Meeting are present in person or by proxy, a quorum will
be present and business can be transacted at the

Special Meeting. If a quorum is not present, the Special Meeting may be
postponed to a later date when a quorum is obtained. Abstentions and broker
non-votes are counted for purposes of determining the presence or absence of a
quorum for the transaction of business but are not counted as an affirmative
vote for purposes of determining whether a proposal has been approved.

HOW DO I VOTE BY PROXY?

Whether you plan to attend the Special Meetingannual meeting or not, we urge you to
complete, sign and date the enclosed proxy card and return it promptly in the
envelope provided. Returning the proxy card will not affect your right to attend
the Special Meetingannual meeting and vote.vote in person.

If you properly fill in your proxy card and send it to us in time to vote,
your "proxy" (one of the individuals named on your proxy card) will vote your
shares as you have directed.

2
If you sign the proxy card but do not make specific choices your proxy will vote
your shares as recommended by the Boardboard of Directorsdirectors as follows:

- "FOR" the approvalelection of the issuanceClass II Director nominees;

- "FOR" ratification of the selection of independent accountants;

- "FOR" the Approval of an amendment to JNC Opportunity Fund Ltd. of athe 1997 Recruitment Stock
Option increasing the number of sharesshare eligible for issuance under that
Plan;

- "FOR" the Approval of ournon-qualified options to purchase I-Link's
common stock equalgranted to certain executive officers; and

- "FOR" Approval of the Additional Share
Amount and, if required, the Late Share Amount and Additional Late
Share Amount, as such terms are further described in the proxy
statement dated May 5, 2000 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.Employee Stock Purchase Plan.

If any other matter is presented, your proxy will vote your shares in accordance with
his or her best judgment. At the time this proxy statement went to press, we knew of no
matters that needed to be acted on at the Special
Meeting,annual meeting other than those
discussed in this proxy statement.

MAY I REVOKE MY PROXY?

If you give a proxy, you may revoke it at any time before it is exercised.
You may revoke your proxy in any one of three ways:

o- You may send in another proxy with a later date.

o- You may notify I-Link in writing (by you or your attorney authorized
in writing, or if the stockholder is a corporation, under its
corporate seal, by an officer or attorney of the corporation) at our
principal executive offices before the Special
Meeting,annual meeting, that you have revokedare
revoking your proxy.

o- You may vote in person at the Special Meeting.annual meeting.

WHERE ARE I-LINK'S PRINCIPAL EXECUTIVE OFFICES?

Our principal executive offices are located at 13751 S. Wadsworth Park
Drive, Draper, Utah 84020. 3
Our telephone number is (801) 576-5000.

WHAT VOTE IS REQUIRED TO APPROVE THEEACH PROPOSAL?

PROPOSAL 1: TO APPROVE THE ISSUANCE TO JNC OPPORTUNITY FUND LTD.ELECTION OF DIRECTORS.

A NUMBERplurality of votes cast is required to elect each Class II Director. A
nominee who receives a "plurality" means he has received more votes than any
other nominee for the same director's seat. Since there is only one nominee for
each of the two open Class II seats, then, in the event there are no other
nominations received, a simple majority of the votes cast will suffice to elect
the management's nominee. So, if you do not vote for the nominee, or you
indicate "withhold authority to vote" for the nominee on your proxy card, your
vote will not count either "for" or "against" the nominee.

PROPOSAL 2: RATIFICATION OF SHARES OF OUR COMMON STOCK EQUAL TO THE ADDITIONAL SHARE AMOUNT AND,
IF REQUIRED, THE LATE SHARE AMOUNT AND ADDITIONAL LATE SHARE AMOUNT, AS SUCH
TERMS ARE FURTHER DESCRIBED IN THIS PROXY STATEMENT, 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.

Proposal 1INDEPENDENT ACCOUNTANTS.

The ratification of the continued engagement of our independent accountants
must be approved by a majority of the votes cast. Therefore, any shares that are
not voted, including shares represented by a proxy which is marked "abstain,"
will not count either "for" or "against" Proposal 2.

PROPOSAL 3: APPROVAL OF AN AMENDMENT TO THE 1997 RECRUITMENT STOCK OPTION
PLAN INCREASING THE AMOUNT OF SHARES OF COMMON STOCK ELIGIBLE FOR ISSUANCE UNDER
THAT PLAN FROM 4,400,000 TO 7,400,000.

The approval of the 1997 Recruitment Stock Option Plan amendment must be
approved by a majority of the votes cast. Therefore, any shares that are not
voted, including shares represented by a proxy which is marked "abstain," will
not count either "for" or "against" Proposal 3.

PROPOSAL 4: APPROVAL OF THE NON-QUALIFIED OPTIONS TO PURCHASE I-LINK'S
COMMON STOCK GRANTED TO CERTAIN EXECUTIVE OFFICERS.

The approval of the non-qualified options to certain of I-Link's executive
officers must be approved by a majority of the votes cast. Therefore, any shares
that are not voted, including shares represented by a proxy which is marked
"abstain," will not count either "for" or "against" Proposal 4.

PROPOSAL 5: APPROVAL OF THE 2000 EMPLOYEE STOCK PURCHASE PLAN.

The approval of the 2000 Employee Stock Purchase Plan must be approved by a
majority of the votes cast. Therefore, any shares that are not voted, including
shares represented by a proxy which is marked "abstain," will not count either
"for" or "against" Proposal 5.

ARE THERE ANY DISSENTERS' RIGHTS OF APPRAISAL?

The Boardboard of Directorsdirectors has not proposed any action for which the laws of
the State of Florida, (the state in which I-Link is incorporated), the Articlesarticles of Incorporationincorporation or By-Lawsby-laws of I-Link provide
a right toof a stockholder to dissent and obtain payment for shares.

WHO BEARS THE COST OF SOLICITING PROXIES?

I-Link will bear the cost of soliciting proxies in the accompanying form
and will reimburse brokerage firms and others for those expenses involved in
forwarding proxy materials to beneficial owners andor soliciting their execution.

HOW CAN I OBTAIN ADDITIONAL INFORMATION REGARDING I-LINK?

I-Link is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") which requires that I-Link
file reports, proxy statements and other information (the "Exchange Act
Filings") with the Securities and Exchange Commission (the "SEC"). I-Link's
Exchange Act Filings may be inspected and copied at the public reference
facilities of the SEC located at Room 1024, Judiciary Plaza, 450 Fifth Street,
N.W., Washington, DC 20549; and at the SEC's regional offices at Citicorp
Center, 500 West Madison Street, Room 1400, Chicago, IL 60661, and at 7 World
Trade Center, 13th Floor, New York, NY 10048. Copies of the material may also be
obtained upon request and payment of the appropriate fee from the Public
Reference Section of the SEC located at Room 1024, Judiciary Plaza, 450 Fifth
Street, N.W., Washington, DC 20549. In addition, the SEC maintains a website on
the Internet that contains reports, proxy and information statements and other
information regarding registrants, including I-Link, that file electronically
with the SEC. The costs of such solicitations, if any, are not expected to exceed
$15,000.SEC's website address is www.sec.gov.

INFORMATION ABOUT I-LINK STOCK OWNERSHIP

WHICH STOCKHOLDERS OWN AT LEAST 5% OF I-LINK?

The common stock and the Series M preferred stock and the Series N
preferred stock, both of which series of preferred stock vote on an as-converted basis with the common
stock, constitute ourthe only voting securities. Eachsecurities of I-Link. As of the Record Date,
each share of Class C preferred stock is convertible, at the option of its
holder, into 24 shares of common stock, each share of Series M preferred stock
is convertible, at the option of its holder, into approximately 1,7321,787 shares of
common stock (which figure includes conversion price adjustments and the
allowance for dividends accrued but not paid on the Series M preferred stock,
through the Record Date), and each share of Series N preferred stock is
convertible, at the option of its holder, into approximately 360 shares of
common stock. The following table shows, as of the Record Date and to the best
of our knowledge, all persons we know to be "beneficial owners" of more than 5%
of the common stock, or "beneficial owners" of a sufficient number of shares of
Class C preferred stock, Series M preferred stock or Series N preferred stock to
be converted into at least 5% of the common stock. On the Record Date, there
were 26,734,96927,816,332 shares of common stock issued and outstanding, 17,81114,499 shares of
Class C preferred stock issued and outstanding, 4,400 shares of Series M
preferred stock issued and outstanding and 15,25015,216 shares of Series N preferred
stock issued and outstanding.

NAME AND ADDRESS NUMBER OF SHARES % OF COMMON NAME AND ADDESSSTOCK
OF NUMBER OF SHARES STOCK BENEFICIALLY BENEFICIAL OWNER (1) TITLE OF CLASS BENEFICIALLY OWNED BENEFICIALLY OWNED (2)
--------------------- ----------------------------- -------------- ------------------ ----------------------------------------

John W. Edwards Common Stock 1,675,8381,693,004 (3) 5.9%5.7%
13751 S. Wadsworth Park Drive
Draper, UT 84020

NAME AND ADDRESS NUMBER OF SHARES % OF COMMON STOCK
OF BENEFICIAL OWNER (1) TITLE OF CLASS BENEFICIALLY OWNED BENEFICIALLY OWNED (2)
- ----------------------------- -------------- ------------------ ----------------------

Winter Harbor, LLCL.L.C. Common Stock 51,372,54851,834,003 (4) 65.8%65.1%
c/o First Media, LPL.P. Series M
Preferred
11400 Skipwith Lane Preferred Stock 4,400
Potomac, MD 20854 Series N
14,404
Preferred Stock 14,404

- -------------------

(1) Unless noted, all of such shares of common stock are owned of record by
theeach person or entity named as beneficial owner and such person or entity
has sole voting and dispositive power with respect to the shares of common
stock owned by each of them.

(2) As to each person or entity named as beneficial owners, such person's or
entity's percentage of ownership is determined by assuming that any options
or convertible securities held by such person or entity which are
exercisable or convertible within 60 days from the date hereof have been
exercised or converted, as the case may be.

(3) Represents shares of common stock issuable pursuant toupon exercise of options.

(4) Includes 7,593,3607,861,475 shares of common stock issuable upon conversion of
Series M preferred stock, 5,181,295 shares of common stock issuable upon
conversion of Series N preferred stock, 5,057,8935,251,233 shares of common stock
issuable upon conversion of Series M preferred stock which may be issued on
conversion of promissory notes held by the named stockholder, and
28,540,000 shares of common stock issuable upon exercise of warrants. In
addition, I-Link includes hereherein 5,000,000 shares of common stock issuable
upon exercise of warrants which the named stockholder will be entitled to
receive should it convert its promissory notes to common stock. Winter
Harbor is owned by First Media, LP,L.P., a private media and communications
company which is a private investment principally of Richard E. Marriott
and his family. I-Link's general counsel, David E. Hardy, is a brother of
Ralph W. Hardy, Jr. who is general counsel and a minority equity holder in
Winter Harbor. David E. Hardy has no ownership in or association with
Winter Harbor. Thomas A. Keenan's wife has an interest in First Media, LP.L.P.
See Directors and Executive Officers Table below, Footnote 6.5.

HOW MUCH STOCK IS OWNED BY DIRECTORS AND EXECUTIVE OFFICERS?

The following table shows, as of the Record Date, the common stock and any
preferred stock owned by each director and executive officer. As of the Record
Date, all of the present directors, as a group of fourfive persons, own beneficially
2,219,5852,276,659 shares (7.7%(7.6% of the total outstanding shares) and all of our present
directors and executive officers, as a group of nine persons, own beneficially
5,664,2615,637,689 shares (18.0%(17.3% of the total outstanding shares) of our common stock. To
the knowledge of management, as of the Record Date, John W. Edwards is the only
executive officer or director who owns beneficially 5% or more of our
outstanding shares of common stock.

NAME OFAND ADDRESS NUMBER OF SHARES % OF COMMON STOCK
OF BENEFICIAL OWNER (1) TITLE OF CLASS BENEFICIALLY OWNED BENEFICIALLY OWNED (2)
--------------------- ----------------------------- -------------- ------------------ ----------------------

John M. Ames Common Stock 359,333(3) 1.3%401,000 (3) 1.4%
David R. Bradford Common Stock 70,000(4)77,500 (4) *
John W. Edwards Common Stock 1,675,8381,693,004 (4) 5.9%5.7%
David E. Hardy Common Stock 1,035,886 (5) 3.7%
Mark S. Hewitt Common Stock 187,500(4) *1,043,886 (4) 3.6%

Thomas A. Keenan Common Stock 220,246 (6)228,696 (5) *
Series N 142
Preferred Stock 142
Dror Nahumi Common Stock 1,238,458 (7) 4.6%1,217,625 (6) 4.3%
Alex Radulovic Common Stock 623,519(8) 2.3%698,519 (7) 2.5%
Henry Y.L. Toh Common Stock 253,501 (9)258,501 (8) *
Hal B. Heaton, Ph.D. Common Stock 8,958 (4) *
All Executive Officers and Common Stock 5,664,281 (10) 18.0%5,637,689 (9) 17.3%
Directors as a Group (9)(9 Series N
people) Preferred Stock 142
- -------------------

* Indicates less than one percent.

(3) Includes 358,3331,000 shares of common stock and 400,000 shares of common stock
issuable pursuant to options
and 1,000 sharesupon exercise of common stock owned.options.

(4) Represents shares of common stock issuable pursuant to options.upon exercise of options and
warrants.

(5) RepresentsIncludes 107,617 shares of common stock issuable pursuant to options and
warrants.

(6) Includes 99,167 shares of common stock issuable pursuantsubject to options, 51,079 shares
of common stock issuable upon conversion of 142 shares of Series N
preferred stock and 70,000 shares of common stock held of record by members
of Mr. Keenan's immediatelyimmediate family. Mr. Keenan serves on the Boardboard of
Directorsdirectors as the designee of Winter Harbor. Mr. Keenan's wife is the
beneficiary of a trust which owns non-voting stock in the corporate general
partner of First Media, LP,L.P., the parent of Winter Harbor. For further
information about Winter Harbor, see "Transactions with Winter Harbor,
L.L.C.; Series M and N preferred stock." Neither Mr. Keenan nor his wife
has dispositive power or voting control over the securities of I-Link held
by Winter Harbor.
See Footnote 4 of the previous table.Harbor; Mr. Keenan disclaims beneficial ownership of the
securities held by Winter Harbor. (7) Includes 500,000See also footnote 4 of the previous
table.

(6) Represents 479,167 shares of common stock issuable pursuantsubject to options and 738,458
shares of common stock owned.

(8) Includes 516,669(7) Represents 591,669 shares of common stock issuable pursuantsubject to options and 106,850
shares of common stock owned.

(9)(8) Represents shares of common stock issuable pursuant toupon exercise options. Does not
include shares held of record by Four M International, Ltd., of which Mr.
Toh is a director. Mr. Toh disclaims any beneficial ownership of such
shares.

(10)(9) Represents 916,308 shares of common stock issued, 4,696,8944,670,302 shares of
common stock which may be obtained pursuant to options and warrants
exercisable within 60 days of the date hereof, and 51,079 shares of common
stock into which 142 shares of Series N preferred stock are convertible.

DO ANY OF THE OFFICERS AND DIRECTORS HAVE AN INTEREST IN THE MATTERS TO BE ACTED
UPON?

None of our officers or directors has any personalHenry Y.L. Toh and Hal B. Heaton have been nominated for re-election as
Class II Directors and, therefore, have an interest in the outcome of
Proposal 1.

DID DIRECTORS, EXECUTIVE OFFICERS AND GREATER-THAN-10% STOCKHOLDERS COMPLY WITH
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING REQUIREMENTS IN 1999?

Section 16(a) of the proposal being presentedExchange Act requires our executive officers and
directors, and persons who own more than ten percent of any publicly traded
class of our Company's equity securities, to file reports of ownership and
changes in ownership of equity securities of I-Link with the SEC. Officers,
directors, and greater than ten percent stockholders are required by SEC
regulation to furnish I-Link with copies of all Section 16(a) forms that they
file.

Based solely upon a review of Forms 3 and Forms 4 furnished to I-Link
pursuant to Rule 16a-3 under the Exchange Act during the most recent fiscal year
and Forms 5 with respect to its most recent fiscal year, we believe that all
such forms required to be filed pursuant to Section 16(a) of the Exchange Act
were timely filed, as necessary, by the officers, directors, and security
holders required to file the same during the fiscal year ended December 31,
1999, except that one report was filed late by the following persons, due in
part to a filing error by the Company: Henry Toh, Joseph Cohen, David Bradford,
John Edwards, and Thomas Keenan.

INFORMATION ABOUT DIRECTORS AND EXECUTIVE OFFICERS

DIRECTORS AND EXECUTIVE OFFICERS

The directors and executive officers of I-Link are:

NAME AGE TITLE
- ------------------------------------ --- -----------------------------------------------------------

John W. Edwards..................... 45 Chairman of the Board and Chief Executive Officer
Dror Nahumi......................... 38 President
John M. Ames........................ 41 Chief Operating Officer and Acting Chief Financial Officer
David E. Hardy...................... 47 Senior Vice President, General Counsel and Secretary
Alex Radulovic...................... 30 Vice President of Technology
Henry Y.L. Toh...................... 43 Director
Thomas A. Keenan.................... 34 Director
David R. Bradford................... 49 Director
Hal B. Heaton....................... 49 Director

I-Link's articles of incorporation provide that the board of directors
shall be divided into three classes, and that the total number of directors
shall not be less than five nor more than nine. The board of directors currently
consists of five members: one Class I Director, two Class II Directors, and two
Class III Directors. Mr. Henry Y.L. Toh and Hal B. Heaton, the Class II
Directors are standing for re-election for a three-year term at the annual
meeting. The Class III Directors, John W. Edwards and David R. Bradford, will
stand for re-election in

2001 and the Class I Director, Thomas A. Keenan, in 2002. Mr. Keenan was
re-elected in 1999. Mr. Edwards was re-elected in 1997 and Mr. Bradford was
appointed in January 1999 to fill a vacancy created by the resignation in 1998
of a former director.

Biographical information with respect to the stockholderspresent executive officers and
directors of I-Link are set forth below. There are no family relationships
between any present executive officers or directors.

JOHN W. EDWARDS, Chairman of the Board and Chief Executive Officer of the
Company. Mr. Edwards was selected to fill a vacancy on the board of directors as
a Class III director in June 1996. He was elected Chairman of the Board in
August 1997. Mr. Edwards serves as the Chief Executive Officer of I-Link and,
from September 30, 1996 through December 1999, served as the President and Chief
Executive Officer of the Company. Mr. Edwards served as President and a director
of Coresoft, Inc., a software company developing object-oriented computer
solutions for small businesses from September 1995 to April 1996. During the
period August 1988 through July 1995, Mr. Edwards served in a number of
executive positions with Novell, Inc., a software company providing networking
software, including Executive Vice President of Strategic Marketing, Executive
Vice President of the Appware and Desktop Systems Groups and Vice President of
Marketing of the NetWare Systems Group. Mr. Edwards was involved in the
development of the NetWare 386 product line. Until May 1996, he was a visiting
faculty member at the SpecialMarriott School of Management at Brigham Young University.
Mr. Edwards received a B.S. degree in Computer Science from Brigham Young
University. Mr. Edwards was re-elected to the board of directors as a Class III
Director at the 1997 Annual Meeting.

DROR NAHUMI, President of the Company. Mr. Nahumi was appointed President
of the Company in December 1999. Mr. Nahumi was President of MiBridge Inc., a
communications software company, when the Company acquired MiBridge in June
1997. Mr. Nahumi served as Senior VP of Engineering for the Company from June
1997 until his appointment as President. Prior to founding MiBridge, Mr. Nahumi
was working for AT&T Bell Labs, where he represented AT&T in voice, data and
cellular standards competitions. The speech-coding algorithm Mr. Nahumi designed
for the cellular standard was chosen for deployment in the CDMA cellular network
in North America. Mr. Nahumi was also a senior telecommunications engineer for
ECI Telecom and other telecom R&D centers in Israel.

JOHN M. AMES, CPA, Senior Vice President, Chief Operating Officer and
acting Chief Financial Officer. Mr. Ames joined I-Link as Vice President of
Operations in September of 1998 and in August 1999, was promoted to Senior Vice
President, Chief Operating Officer and acting Chief Financial Officer. Between
April 1997 and August 1998, Mr. Ames organized, developed and sold Time Key
L.C., a company specializing in Time and Labor Management software and
consulting. From June 1996 until April 1997, he was the Vice President and Chief
Financial Officer of Neurex (now Elan Pharmaceutical), a Menlo Park, California
based public biotech company. From August 1993 until June 1996, Mr. Ames managed
various information services, finance and cost accounting, strategic partnering,
international tax, risk management and human resource functions as the Director
of Corporate

Services at TheraTech (now Watson Pharmaceutical), a public California bay area
based pharmaceutical company. From April 1992 through August 1993, he was
responsible for overseeing U.S. sites information services activities as the
Corporate Director of Information Services with Otsuka Pharmaceutical, a large
privately owned Japanese conglomerate. Prior to joining Otsuka, Mr. Ames spent
over eight years with KPMG Peat Marwick as an auditor and consultant in the High
Technology practice. He is a graduate from Brigham Young University with both a
Bachelors and Masters (MAcc) degree in accounting with emphasis in accounting
information systems and management consulting.

ALEX RADULOVIC, Vice President of Technology. Mr. Radulovic has
considerable Internet and telecommunications development experience. Previously,
he was a consultant to IBM for a wide range of AIX Communications projects and
was also a development engineer for Novell's NetWare 386-network operating
system. Mr. Radulovic is a co-developer of I-Link's patent-pending technology.

DAVID E. HARDY, Senior Vice President, General Counsel and Secretary of the
Company. Mr. Hardy has served as General Counsel to the Company since October
1996, and was appointed Secretary of the Company in December 1996. In November
1999, Mr. Hardy became an employee of I-Link and in January 2000 was named
Senior Vice President. He is a founding partner of the law firm of Hardy &
Allen, in Salt Lake City. From February 1993 to April 1995, Mr. Hardy served as
Senior Vice President and General Counsel of Megahertz Corporation, a publicly
held manufacturer of data communication products. Prior to his association with
Megahertz Corporation, Mr. Hardy was a senior partner of the law firm of Allen,
Hardy, Rasmussen & Christensen that was founded in 1982. Mr. Hardy holds a
Bachelor of Arts degree from the University of Utah and a Juris Doctor degree
from the University of Utah School of Law.

HENRY Y.L. TOH, Director of the Company. The board of directors elected Mr.
Toh as a Class II director and as Vice Chairman of the board of directors in
March 1992. Mr. Toh was elected President of the Company in May 1993, Acting
Chief Financial Officer in September 1995 and Chairman of the Board in May 1996,
and served as such through September 1996. Mr. Toh has served as a director of
National Auto Credit, Inc. (an originator of sub-prime automobile financing)
from 1998 through the present. He is also a Director of Four M. Mr. Toh served
as a senior tax manager in international taxation and mergers and acquisitions
with KPMG Peat Marwick from 1980 to 1992. He is a graduate of Rice University.

THOMAS A. KEENAN, Director of the Company. Mr. Keenan was appointed to
serve as a Class I director on September 1, 1998. Mr. Keenan was elected to fill
this board seat pursuant to the right of Winter Harbor to designate up to two
board members under the Stockholder Agreement dated September 30, 1997 between
Winter Harbor and I-Link. Mr. Keenan is the principal of Wolfeboro Holdings, an
investment fund based in Wellesley, Massachusetts. Mr. Keenan received a Juris
Doctor degree from the University of Michigan Law School, and from September
1994 to August 1996 was employed by McKinsey & Company, an international
management-consulting firm.

DAVID R. BRADFORD, Director of the Company. The board of directors elected
Mr. Bradford as a Class III Director in January 1999. Mr. Bradford is senior
vice-president and general counsel for Novell, Inc. Prior to joining Novell,
Inc., he served as western region legal counsel for Prime Computer and spent
several years as an associate attorney for Irsfeld, Irsfeld and Younger and as
the general manager for Businessland in Los Angeles. Mr. Bradford is past
Chairman of the Board of the Business Software Alliance, the leading business
software trade association representing Microsoft, Novell, Adobe and Autodesk,
among others. Mr. Bradford also serves on the board of directors of Pervasive
Software, Altius Heath, Found.com, SportsNuts.com and Utah Valley State College.
Mr. Bradford received his law degree from Brigham Young University and a
master's degree in business administration from Pepperdine University.

HAL B. HEATON, Director of I-Link. Dr. Heaton was appointed by the board of
directors as a Class II director on June 14, 2000 to fill a board vacancy. A
professor, since 1982 he has been a professor of Finance at Brigham Young
University and between 1988 and 1990 was a visiting professor of Finance at
Harvard University. Dr. Heaton holds a bachelor's degree in Computer
Science/Mathematics and a master's in business administration from Brigham Young
University, a master's degree in Economics and a doctorate of Philosophy in
Finance from Stanford University.

Each officer of I-Link is chosen by the board of directors and holds his
office at the pleasure and direction of the board of directors or until such
time of his resignation or death.

There are no material proceedings to which any director, officer or
affiliate of I-Link, any owner of record or beneficially of more than five
percent of any class of voting securities of I-Link, or any associate of any
such director, officer, affiliate of I-Link or security holder is a party
adverse to I-Link or any of its subsidiaries or has a material interest adverse
to I-Link or any of its subsidiaries.

THE BOARD OF DIRECTORS

The board of directors oversees the business affairs of I-Link and monitors
the performance of management. The board of directors held six meetings during
the fiscal year ended December 31, 1999. During the fiscal year ended December
31, 1999, no incumbent director attended fewer than 75 percent of the meetings
of the board of directors or of the committees on which he served.

COMMITTEES OF THE BOARD OF DIRECTORS

AUDIT COMMITTEE. Our audit committee is responsible for making
recommendations to the board of directors concerning the selection and
engagement of I-Link's independent certified public accountants and for
reviewing the scope of the annual audit, audit fees, and results of the audit.
The audit committee also reviews and discusses with management and the board of
directors such matters as accounting policies and internal accounting controls,
and procedures for preparation of financial statements. Hal B. Heaton is
Chairman of the audit

committee, and David R. Bradford and Thomas A. Keenan are members. All three
members of the Audit Committee are independent, non-employee directors. The
audit committee held three meetings during the fiscal year ended December 31,
1999.

COMPENSATION COMMITTEE. Our compensation committee approves the
compensation for executive employees of I-Link. David R. Bradford is Chairman of
the compensation committee, and Thomas A. Keenan and Hal B. Heaton are members.
The compensation committee held six meetings during the fiscal year ended
December 31, 1999.

FINANCE COMMITTEE. Our finance committee is responsible for reviewing and
evaluating financing, strategic business development and acquisition
opportunities. Thomas A. Keenan is Chairman of the finance committee and Hal B.
Heaton and John W. Edwards are members. The finance committee held 12 meetings
during the fiscal year ended December 31, 1999.

We have no nominating committee or any committee serving a similar
function.

COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS

The following table sets forth the aggregate cash compensation paid for
services rendered to I-Link during the last three years by each person serving
as I-Link's Chief Executive Officer during the last year and I-Link's five most
highly compensated executive officers serving as such at the end of the year
ended December 31, 1999, whose compensation was in excess of $100,000.

Long-Term Compensation
-------------------------------------
Annual Compensation Awards Payouts
------------------------------------------------- ------------------------ -----------
Securities
Other Restricted Underlying
Name and Annual Stock Options/ LTIP All Other
Principal Position Year Salary($) Bonus($) Compensation($) Awards($) SARs(#) Payouts($) Compensation($)
- ------------------- ---- ---------- -------- --------------- ---------- ---------- ---------- ---------------

John W. Edwards 1999 201,115(1) -- -- -- 30,000 -- N/A
Chairman & CEO 1998 133,333(1) -- -- -- 30,000 -- N/A
1997 98,292(1) -- -- -- 520,000 -- N/A

Dror Nahumi 1999 142,972(2) -- -- -- 250,000 -- N/A
President 1998 98,887(2) -- -- -- -- -- N/A
1997 80,000(2) -- -- -- -- -- N/A

David E. Hardy 1999 146,332(3) -- -- -- -- -- N/A
Senior VP, General 1998 132,000(3) -- -- -- -- -- N/A
Counsel & Secretary 1997 132,000(3) -- -- -- 550,000 -- N/A

John M. Ames 1999 128,462(4) -- -- -- -- -- N/A
COO and CFO 1998 37,369(4) -- -- -- 350,000 -- N/A

Alex Radulovic 1999 164,734(5) -- -- -- -- -- N/A
VP of Technology 1998 105,218(5) -- -- -- 500,000 -- N/A
1997 94,123(5) -- -- -- -- -- N/A

Mark S. Hewitt 1999 162,029(6) -- -- -- 250,000 -- N/A
VP of Business
Development

- -------------------

(1) Mr. Edwards began his employment with I-Link in April 1996 and was
appointed President and CEO as of September 30, 1996; Mr. Edwards' annual
salary was $96,000 in 1997 until August, when it was increased to an annual
salary of $150,000. In November 1997 Mr. Edwards voluntarily reduced his
annual salary to $35,000, for the balance of 1997 and until I-Link's
financial restraints are reduced. See "-- Employment Agreements." Mr.
Edwards was paid at an annual rate of $125,000 commencing January 1, 1998.
Mr. Edward's salary was increased to $200,000 effective May 1997, however
the salary increase accrued but was not paid from May 1997 to April 1999
when I-Link began to pay his salary at the rate of $225,000 The deferred
salary will not be paid until I-Link has generated sufficient cash
resources to enable the increase to be paid without creating an undue
burden on I-Link's cash resources. Accordingly as of December 31, 1999, the
accrued but unpaid salary to Mr. Edwards was $141,875, all of which was
paid in 2000.

(2) Mr. Nahumi began his employment with I-Link in June 1997 when I-Link
acquired MiBridge of which Mr. Nahumi was the President. Mr. Nahumi was
appointed president of I-Link in December 1999. Mr. Nahumi's annual salary
during 1997 was $80,000; 1998 was $100,000; 1999 was $110,000 which salary
was then increased to $200,000 per year when Mr. Nahumi was appointed
President. See "-- Employment Agreements."

(3) Mr. Hardy became an employee of I-Link on November 1, 1999. Commencing
October 1996 and continuing, Mr. Hardy serves as Senior Vice President,
General Counsel and Secretary of I-Link. Mr. Hardy's annual consulting fee
during the first four months of 1997 was $125,000. Mr. Hardy's consulting
fee was increased to $175,000 per year effective May 1997, however the
salary increase was deferred until September 1999, when I-Link began to pay
his salary at the rate of $175,000. The deferred salary will not be paid
until I-Link has generated sufficient cash resources to enable the increase
to be paid without creating an undue burden on I-Link's cash resources.
During 1999, Mr. Hardy was paid $23,685 of his deferred salary resulting in
accrued but unpaid salary to Mr. Hardy of $74,857 at December 31, 1999, all
of which was paid in 2000.

(4) Mr. Ames began his employment in September 1998; his annual salary during
1998 was $120,000. See "--Employment Agreements." In September 1999, Mr.
Ames salary was increased to $165,000 per year.

(5) Mr. Radulovic began his employment with I-Link in February 1996; his annual
salary during 1997 was $90,000. Mr. Radulovic's salary was increased to
$150,000 effective November 1998 and again to $200,000 in October 1999. See
"--Employment Agreements."

(6) Mr. Hewitt began his employment with I-Link in March 1999 at an annual
salary of $200,000 per year. Mr. Hewitt's employment with I-Link terminated
in the second quarter of 2000. See "--Employment Agreements."

OPTION/SAR GRANTS IN LAST FISCAL YEAR (1999)

The following table sets forth certain information with respect to the
options granted during the year ended December 31, 1999, for the persons named
in the Summary Compensation Table (the "Named Executive Officers"):

NUMBER OF SECURITIES PERCENT OF TOTAL EXERCISE OR
UNDERLYING OPTIONS/SARS GRANTED TO BASE PRICE GRANT DATE EXPIRATION
NAME OPTIONS/SARS GRANTED (#) EMPLOYEES IN FISCAL YEAR ($/SHARE) VALUE (2) DATE
---- ------------------------ ------------------------ ----------- ---------- ----------

John W. Edwards (1) 200,000 13.4% $ 3.56 $407,965 9/9/09
30,000 2.0% 2.44 41,445 1/4/09
Dror Nahumi 250,000 16.7% 3.00 427,404 3/1/09
David E. Hardy (1) -- -- -- -- --
John M. Ames -- -- -- -- --
Alex Radulovic -- -- -- -- --
Mark S. Hewitt (3) 250,000 16.7% 2.50 355,643 3/27/09

- -------------------
(1) On December 13, 1998, the board of directors authorized the repricing of
all outstanding options of Mr. Edwards (options to purchase 1,800,000
shares of common stock) and Mr. Hardy (options to purchase 800,000 shares
of common stock) as part of a general repricing of all outstanding options
held by current employees, directors and consultants of the Company. The
original exercise prices of between $7.00 and $4.88 were reduced to $3.90.
Using the Black Scholes option pricing model the incremental fair value of
the repriced options over the original options was approximately $351,000
and $151,000 for Mr. Edwards and Mr. Hardy, respectively.

(2) Determined using the Black Scholes option pricing model.

(3) Mr. Hewitt's employment with I-Link terminated in the second quarter of
2000.

AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END
OPTION/SAR VALUES

The following table sets forth certain information with respect to options
exercised during 1999 by the Named Executive Officers and with respect to
unexercised options held by such persons at the end of 1999.

NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS/SARS AT
SHARES OPTIONS/SARS AT FY-END (#) FY END ($)
ACQUIRED ON VALUE ----------------------------- ----------------------------
NAME EXERCISE (#) REALIZED ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ------------ ------------ ----------- ------------- ----------- -------------

John W. Edwards -- -- 1,583,339 446,661 $10,290 --
Dror Nahumi -- -- 83,333 166,667 -- --
David E. Hardy -- -- 800,000 -- -- --
John M. Ames -- -- 283,333 66,667 -- --
Alex Radulovic -- -- 333,335 666,665 45,416 $63,583
Mark S. Hewitt (1) -- -- 125,000 125,000 35,125 35,125

- -------------------
(1) Mr. Hewitt's employment with I-Link terminated in the second quarter of
2000.

The calculations of the value of unexercised options are based on the
difference between the closing bid price on Nasdaq of the common stock on
December 31, 1999, and the exercise price of each option, multiplied by the
number of shares covered by the option. Value ascribed to unexercised options at
December 31, 1999 was minimal as the exercise price exceeded the closing bid
price at December 31, 1999 for the majority of options.

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The compensation committee administers the compensation program for
operating officers of I-Link and bases its decisions on both individual
performance and the financial results achieved by I-Link. For the fiscal year
ended December 31, 1999, the committee consisted of two outside, independent
directors and a third director who serves as the Chairman of the Board and the
Chief Executive Officer.

The principal elements of the compensation program for executive officers
are base salary and stock options. While bonuses are a potential component of
executive officer compensation, no bonuses have been awarded to executive
officers. The goals of the program are to give the executive officers incentives
to work toward the improved financial performance of I-Link and to reward them
for their contributions to I-Link's success. For a summary of fiscal 1999
compensation, see "Compensation of Executive Officers and Directors" above.

BASE SALARIES. The committee has based its decisions on salaries for
I-Link's executive officers, including the Chairman, President, Vice President
of Operations and Chief Financial Officer, on a number of factors, both
objective and subjective. Objective factors considered include increases in the
cost of living, I-Link's overall historical performance and comparable industry
data, although no specific formulas based on such factors have been used to
determine salaries. Salary decisions are based primarily on the committee's
subjective analysis of the factors contributing to I-Link's long-term success
and of the executives' individual contributions to such success.

STOCK OPTIONS. The committee views stock options as its primary long term
compensation vehicle for I-Link's executive officers. Stock options generally
are granted at the prevailing market price on the date of grant and will have
value only if I-Link's stock price increases. Options granted to executive
officers generally vest in quarterly increments over three years beginning on
the date of the grant. Some options vest in increments upon the attainment by
I-Link of certain performance benchmarks. Grants of stock options generally are
based upon the performance of I-Link, the level of the executive's position
within I-Link and an evaluation of the executive's past and expected future
performance. The committee grants stock options periodically, but not
necessarily on an annual basis. On December 13, 1998, the board of directors by
unanimous resolution amended the incentive-related qualified and non-qualified
stock options previously granted to I-Link employees, directors and consultants
(with certain exceptions) to reset those options with an exercise price in
excess of $3.90 per share to an exercise price of $3.90 per share. The
motivation of the board in taking this action was both to reward these persons
for their continued diligence and efforts on behalf of I-Link, recognizing that
many of these individuals are being compensated at a salary level below market
norms, and to provide added incentive to establish and advance I-Link's business
in such a manner that will reflect on I-Link's stock price to bring it up to and
beyond the reset exercise price.

CHIEF EXECUTIVE OFFICER. The salary established in fiscal 1999 for John W.
Edwards, the Chairman and Chief Executive Officer of I-Link, was based on the
factors and analysis described. Specific factors considered by the committee
include the Chairman's current responsibilities with I-Link.

By the members of the Compensation Committee:
David R. Bradford, Chairman
Hal B. Heaton
Thomas A. Keenan

COMPARISON OF CUMULATIVE TOTAL RETURN AMONG I-LINK INCORPORATED, THE RUSSELL
2000 INDEX AND A PEER GROUP

PERFORMANCE GRAPH

The following graph compares I-Link's cumulative total stockholder return
with that of the Russell 2000 index of small-capitalization companies and a peer
group index. The issuers comprising the peer group are IDT Corporation, Premier
Technologies, Inc., ICG Communications, Inc. and AlphaNet Solutions, Inc. I-Link
chose these companies because they are similar in size, and similar in their
lines of business, to I-Link. The graph assumes an initial investment of $100.00
made on December 31, 1994, and the reinvestment of dividends (where applicable).
I-Link has never paid a dividend on its common stock.

[GRAPH]

The following represents in table form the same information set forth in
the graph above.

Cumulative Total Return ($)
---------------------------------------------------------------------------
12/94 12/95 12/96 12/97 12/98 12/99
---------- ---------- ---------- ---------- ---------- ----------

I-Link Incorporated $ 100.00 $ 75.00 $ 253.13 $ 306.25 $ 106.25 $ 139.05
Industry Peer Group 100.00 92.45 133.02 182.16 100.27 96.74
Russell 2000 100.00 127.77 148.85 182.14 177.50 215.23

DIRECTOR COMPENSATION

During 1997, Directors of I-Link then serving received options to purchase
10,000 shares of common stock on the first business day of January at an
exercise price equal to the fair market value of the common stock on the date of
grant. Effective February 6, 1997 and the first business day of January of each
year thereafter, each Director then serving will receive options, to purchase
10,000 shares (20,000 shares effective January 1, 1998) of common stock and, for
each committee on which the Director serves, options to purchase 5,000 shares of
common stock. The exercise price of such options shall be equal to the fair
market value of the common stock on the date of grant. The Directors are also
eligible to receive options under I-Link's stock option plans at the discretion
of the board of directors.

EMPLOYMENT AGREEMENTS

On September 9, 1999, I-Link entered into a three-year employment agreement
with John W. Edwards, Chief Executive Officer and Director of I-Link. Pursuant
to the terms of the employment agreement, Mr. Edwards is employed as the Chief
Executive Officer and a Director of I-Link, and is required to devote
substantially all of his working time to the business and affairs of I-Link. Mr.
Edwards is entitled under his employment agreement to receive compensation at
the rate of $225,000 per year and is entitled to a profitability bonus at the
discretion of the I-Link board of directors and to participate in fringe
benefits of I-Link as are generally provided to executive officers. In addition,
Mr. Edwards was granted an option to purchase 200,000 shares of common stock of
I-Link at an exercise price of $3.56 per share based on the market price at the
date of grant. Of such options, 33,340 vested immediately and 16,666 vest and
become exercisable on the first calendar day of each quarter beginning October
1, 1999. In the event of termination by I-Link or in the event of a violation of
a material provision of the agreement by I-Link which is unremedied for thirty
(30) days and after written notice or in the event of a "change in control" (as
defined in the agreement), Mr. Edwards is entitled to receive, as liquidated
damages or severance pay, an amount equal to the Monthly Compensation (as
defined in the agreement) for the remaining term of the agreement or two years
whichever is shorter and all options shall thereupon be fully vested and
immediately exercisable. The agreement contains non-competition and
confidentiality provisions.

On January 3, 2000, I Link entered into a three-year agreement with Dror
Nahumi, President of I-Link. Mr. Nahumi is required to devote substantially all
of his working time to the business and affairs of I-Link. Mr. Nahumi is
entitled under his employment agreement to receive compensation at the rate of
$200,000 per year and is entitled to a profitability bonus at the discretion of
the I-Link board of directors and to participate in fringe benefits of I-Link as
are generally provided to executive officers. In addition, Mr. Nahumi was
granted an option to purchase 1,000,000 shares of common stock of I-Link at an
exercise price of $2.75 per share based on the common stock's market price at
the date of grant. Of such options, 83,333 vested immediately and 83,333 vest
and become exercisable on the first calendar day of each quarter beginning March
1, 2000. Mr. Nahumi was also granted an option to purchase 750,000 shares of
common stock as performance accelerated stock options. Vesting of 125,000 of the
performance accelerated stock options is to occur when the daily closing stock
price attains or

exceeds each of the following levels for more than 20 consecutive trading days:
$10, $12, $14, $16, $18, $20; provided, however, that the performance
accelerated stock options will become fully exercisable on the five year
anniversary of their issuance (that is, on January 3, 2005) whether or not the
stock price thresholds are attained. In the event of a "change in control" (as
defined in the agreement), I-Link shall not accelerate vesting of the options,
except in the event of a change of control pursuant to which I-Link's stock is
exchanged for the stock of another entity and the options are not rolled-over or
otherwise exchanged for similar options of such entity (with like terms and
conditions). The agreement contains non-competition and confidentiality
provisions.

On January 3, 2000, I-Link entered into three-year employment agreements
with John M. Ames as Senior Vice President, Chief Operating Officer and Acting
Chief Financial Officer, David E. Hardy as Senior Vice President and General
Counsel, and Alex Radulovic as Vice President Technology. Pursuant to the terms
of the employment agreements, each of the three individuals is required to
devote substantially all of his working time to the business and affairs of
I-Link. Mr. Ames, Hardy and Radulovic are entitled under their respective
employment agreements to receive compensation at the rate of $165,000, $200,000
and $200,000 per year, respectively, and are entitled to a profitability bonus
at the discretion of the I-Link board of directors and to participate in fringe
benefits of I-Link as are generally provided to executive officers. In addition,
Mr. Ames, Hardy and Radulovic were granted an option to purchase 300,000,
100,000 and 400,000, respectively, shares of common stock of I-Link at an
exercise price of $2.75 per share based on the market price at the date of
grant. Of such options, 25,000, 8,333 and 33,333, respectively, vested
immediately and the same amounts vest and become exercisable on the first
calendar day of each quarter beginning April 1, 2000. In the event of
termination by I-Link or in the event of a violation of a material provision of
the agreement by I-Link which is unremedied for thirty (30) days and after
written notice or in the event of a "change in control" (as defined in the
agreement), all are entitled to receive, as liquidated damages or severance pay,
an amount equal to the Monthly Compensation (as defined in the agreement) for
twelve months and all options shall thereupon be fully vested and immediately
exercisable. The agreements contain non-competition and confidentiality
provisions.

DIRECTOR STOCK OPTION PLAN

I-Link's Director Stock Option Plan (the "DSOP") authorizes the grant of
stock options to directors of I-Link. Options granted under the DSOP are
non-qualified stock options exercisable at a price equal to the fair market
value per share of common stock on the date of any such grant. Options granted
under the DSOP are exercisable not less than six (6) months or more than ten
(10) years after the date of grant.

As of June 30, 2000, options for the purchase of 7,669 shares of common
stock at prices ranging from $.875 to $3.875 per share were outstanding. As of
June 30, 2000, options to purchase 15,728 shares of common stock have been
exercised. In connection with adoption of the 1995 Director Plans (as
hereinafter defined) the board of directors authorized the termination of future
grants of options under the DSOP; however, outstanding options granted

under the DSOP will continue to be governed by the terms thereof until exercise
or expiration of such options.

1995 DIRECTOR STOCK OPTION PLAN

In October 1995, the stockholders of I-Link approved adoption of I-Link's
1995 Director Stock Option and Appreciation Rights Plan, which plan provides for
the issuance of incentive options, non-qualified options and stock appreciation
rights (the "1995 Director Plan").

The 1995 Director Plan provides for automatic and discretionary grants of
stock options which qualify as incentive stock options (the "Incentive Options")
under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"),
as well as options which do not so qualify (the "Non-Qualified Options") to be
issued to directors. In addition, stock appreciation rights (the "SARs") may be
granted in conjunction with the grant of Incentive Options and Non-Qualified
Options. No SARs have been granted to date.

The 1995 Director Plan provides for the grant of Incentive Options,
Non-Qualified Options and SARs to purchase up to 250,000 shares of common stock
(subject to adjustment in the event of stock dividends, stock splits and other
similar events). To the extent that an Incentive Option or Non-Qualified Option
is not exercised within the period of exercisability specified therein, it will
expire as to the then-unexercised portion. If any officersIncentive Option,
Non-Qualified Option or directors are holders of our securities,
their interest inSAR terminates prior to exercise thereof and during the
outcomeduration of the proposal would be1995 Director Plan, the same (on a pro-rata
basis) as any other shareholder.

DISCUSSION OF PROPOSAL RECOMMENDED BY THE BOARD

PROPOSAL 1:

TO APPROVE THE ISSUANCE TO JNC OPPORTUNITY FUND LTD. OF A NUMBER OF SHARES OF
OUR COMMON STOCK EQUAL TO THE ADDITIONAL SHARE AMOUNT AND, IF REQUIRED, THE LATE
SHARE AMOUNT AND ADDITIONAL LATE SHARE AMOUNT, AS SUCH TERMS ARE FURTHER
DESCRIBED IN THIS PROXY STATEMENT, 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.

On or about June 30, 1998, JNC Opportunity Fund purchased 1,000 shares of our Series E convertible preferred stock from us for $10,000,000. The Series
E preferred stock was convertible into our common stock at a floating conversion
price. Noas to which such
option or right was not exercised will become available under the 1995 Director
Plan for the grant of additional options or rights to any eligible employees.
The shares of Series E preferredcommon stock were converted into common stock.
In connection withsubject to the issuance1995 Director Plan may be made
available from either authorized but unissued shares, treasury shares, or both.

The 1995 Director Plan also provides for the grant of Non-Qualified Options
on a non-discretionary basis pursuant to the following formula: each member of
the Series E preferred stock, we also issued
to JNC warrantsboard of directors then serving shall receive a Non-Qualified Option to
purchase an aggregate of 250,00010,000 shares of the common stock at an exercise price equal to the fair
market value per share of $5.8725the common stock on that date. Pursuant to such
formula, directors received options to purchase 10,000 shares of common stock as
of October 17, 1995, options to purchase 10,000 shares of common stock on
January 2, 1996, and will receive options to purchase 10,000 shares of common
stock on the first business day of each January. The number of shares granted to
each board member was increased to 20,000 in 1998. In addition, the board member
will receive 5,000 options for each committee membership. Each option is
immediately exercisable for a period of ten years from the date of grant. I-Link
has 190,000 shares of common stock reserved for issuance under the 1995 Director
Plan. As of June 30, 2000, options exercisable to purchase 170,000 shares of
common stock at prices ranging from $1.00 to $1.25 per share.share are outstanding
under the 1995 Director Plan. As of June 30, 2000, options to purchase 60,000
shares have been exercised under the 1995 Director Plan.

1995 EMPLOYEE STOCK OPTION PLAN

In July 1998, we designatedOctober 1995, the stockholders of I-Link approved adoption of I-Link's
1995 Employee Stock Option and Appreciation Rights Plan (the "1995 Employee
Plan"), which plan provides for the issuance of Incentive Options, Non-Qualified
Options and SARs.

Directors of I-Link are not eligible to participate in the 1995 Employee
Plan. The 1995 Employee Plan provides for the grant of stock options which
qualify as Incentive Stock Options under Section 422 of the Code, to be issued
to officers who are employees and other employees, as well as Non-Qualified
Options to be issued to officers, employees and consultants. In addition, SARs
may be granted in conjunction with the grant of Incentive Options and
Non-Qualified Options. No SARs have been granted to date.

The 1995 Employee Plan provides for the grant of Incentive Options,
Non-Qualified Options and SARs of up to 400,000 shares of common stock (subject
to adjustment in the event of stock dividends, stock splits and other similar
events). To the extent that an Incentive Option or Non-Qualified Option is not
exercised within the period of exercisability specified therein, it will expire
as to the then-unexercised portion. If any Incentive Option, Non-Qualified
Option or SAR terminates prior to exercise thereof and during the duration of
the 1995 Employee Plan, the shares of common stock as to which such option or
right was not exercised will become available under the 1995 Employee Plan for
the grant of additional options or rights to any eligible employee. The shares
of common stock subject to the 1995 Employee Plan may be made available from
either authorized but unissued shares, treasury shares, or both. I-Link has
400,000 shares of common stock reserved for issuance under the 1995 Employee
Plan. As of June 30, 2000, options to purchase 280,333 shares of common stock
with exercise prices of $1.125 to $3.90 per share have been granted under the
1995 Employee Plan. As of June 30, 2000, 119,250 options have been exercised
under the 1995 Employee Plan.

1997 RECRUITMENT STOCK OPTION PLAN

In October 1997, the stockholders of I-Link approved adoption of I-Link's
1997 Recruitment Stock Option and Appreciation Rights Plan, which plan provides
for the issuance of incentive options, non-qualified options and SARs (the "1997
Plan").

The 1997 Plan provides for automatic and discretionary grants of stock
options, which qualify as incentive stock options (the "Incentive Options")
under Section 422 of the Code, as well as options which do not so qualify (the
"Non-Qualified Options"). In addition, stock appreciation rights (the "SARs")
may be granted in conjunction with the grant of Incentive Options and
Non-Qualified Options. No SARs have been granted to date.

The 1997 Plan provides for the grant of Incentive Options, Non-Qualified
Options and SARs to purchase up to 4,400,000 shares of common stock (subject to
adjustment in the event of stock dividends, stock splits and other similar
events). The price at which shares of common stock covered by the option can be
purchased is determined by I-Link's board of directors;

however, in all instances the exercise price is never less than the fair market
value of I-Link's common stock on the date the option is granted. To the extent
that an Incentive Option or Non-Qualified Option is not exercised within the
period of exercisability specified therein, it will expire as to the then
unexercised portion. If any Incentive Option, Non-Qualified Option or SAR
terminates prior to exercise thereof and during the duration of the 1997 Plan,
the shares of common stock as to which such option or right was not exercised
will become available under the 1997 Plan for the grant of additional options or
rights. The shares of common stock subject to the 1997 Plan may be made
available from either authorized but unissued shares, treasury shares, or both.
As of June 30, 2000, options with exercise prices of $2.125 to $13.88 per share
have been granted under the 1997 Plan. As of June 30, 2000, 375,985 options have
been exercised under the 1997 Plan.

2000 EMPLOYEE STOCK PURCHASE PLAN

For a description of the 2000 Employee Stock Option Plan, see Proposal 5,
below.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

John Edwards is Chairman of the Board and an executive officer of the
Company. Mr. Edwards resigned his seat on the Compensation Committee effective
March 29, 1999. Hal Heaton, David R. Bradford and Thomas A. Keenan are
non-employee directors of the Company. See "Information About Directors and
Executive Officers" generally, and "Information About Directors and Executive
Officers - Employment Agreements" and "Information About Directors and Executive
Officers - Compensation of Executive Officers and Directors" as well as
"Information About I-Link Stock Ownership."

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

See "Compensation of Executive Officers and Directors" for descriptions of
the terms of employment and consulting agreements between I-Link and certain
officers, directors, and other related parties.

The Company's management was informed that Winter Harbor had purchased an
ownership interest in Tenfold Corporation, a consulting company that the Company
contracted with to develop a new seriesinternal information system. In March 1999,
Winter Harbor, LLC transferred ownership of stock, the 5% Series F
convertible preferred stock,investment to First Media TF
Holdings, LLC, an affiliate of Winter Harbor, LLC. First Media TF Holdings, LLC
beneficially owns 10.6% of Tenfold's common stock. The Company's referral to
Tenfold did not come through Winter Harbor, and entered intoWinter Harbor played no part in
the negotiation of such consulting arrangement. In the first quarter of 1999,
the Company's management and its board of directors concluded that the new
system would not significantly enhance the Company's existing billing and
information systems or meet its ultimate needs and accordingly did not justify
paying additional contracted expenses of approximately $1,000,000. Accordingly
the Company recorded a write-down on the in-process system development of
$1,847,288.

TRANSACTIONS WITH WINTER HARBOR, L.L.C.; SERIES N PREFERRED STOCK

Winter Harbor, L.L.C. ("Winter Harbor") is owned by First Media, L.P., a
private media and communications company which is a private investment
principally of Richard E. Marriott and his family. I-Link's general counsel,
David E. Hardy, is a brother of Ralph W. Hardy, Jr. who is general counsel and a
minority equity holder in Winter Harbor. David E. Hardy has no ownership or
association with Winter Harbor. As a result of this relationship, as well as
personal relationships of David E. Hardy with the principals of Winter Harbor,
discussions were initiated which led to Winter Harbor's investments in I-Link,
which are summarized below.

As of December 31, 1999, the exercise price was reset for all 28,540,000
warrants issued to Winter Harbor pursuant to various financings completed in
years prior to the 1999 fiscal year. Pursuant to the respective warrant
agreement anti-dilution terms, the exercise prices of all warrants held by
Winter Harbor were reset to $2.033 per share, and continue to be subject to
further adjustment.

On January 15, 1999, I-Link formalized an agreement with JNCWinter Harbor for
additional financing. The financing arrangement consists of an $8,000,000 bridge
loan facility and a $3,000,000 standby letter of credit to secure additional
capital leases of equipment and telephone lines relative to the expansion of
I-Link's telecommunications network. As of December 31, 1999, I-Link had
borrowed the full amount available on the Bridge Loan and lease facility. The
bridge loan and accrued interest were exchanged for Series N preferred stock in
July 1999.

As additional consideration for making the loan, I-Link granted warrants to
purchase common stock to Winter Harbor. Initially, Winter Harbor receives one
warrant for every $10 borrowed from Winter Harbor including the standby letter
of credit. The warrants have a 7.5 year exercise period with an exercise price
of the lower of (a) $2.78 (reset to $2.033 as of December 31, 1999), (b) the
average trading price for any 20 day period subsequent to the issuance of the
warrants, (c) the price at which new shares of common stock or common stock
equivalents are issued, or (d) the exercise price of any new options, warrants,
preferred stock or other convertible security. The exercise price is subject to
a $1.25 floor. On April 14, 1999, the shareholders voted to approve a plan of
financing which includes issuing 10 warrants for each $10 borrowed under the
Bridge Loan and standby letter of credit. I-Link did not repay the loan before
April 26, 1999 and granted Winter Harbor warrants to purchase 11,000,000 shares
of common stock.

During 1999, I-Link recorded $2,956,283 as a discount against the $8.0
million Bridge Loan representing the relative fair value attributed to the
bridge loan warrants and line of credit. The debt discount was amortized over
the term of the Bridge Loan, or leases as applicable. During 1999, $3,360,771 of
debt discount was amortized.

On April 15, 1999, I-Link entered into a financing agreement with Winter
Harbor. Winter Harbor loaned I-Link up to $4 million under a note due September
30, 1999. In July

1999 this loan and accrued interest was exchanged for Series N preferred stock
as discussed below.

On July 23, 1999 I-Link completed its offering of 20,000 shares of Series N
preferred stock. The offering was fully subscribed through cash subscriptions
and I-Link exercising its right to exchange notes payable to Winter Harbor of
$8.0 million and $4.0 million plus accrued interest. In total I-Link exchanged
$12,718,914 in debt and accrued interest. Winter Harbor purchased 14,404 (in
cash and exchange of debt and interest) of the 20,000 shares of Series EN stock.
The Series N conversion price was initially set at $2.78, but may be reset to
the lowest of: (1) 110% of the average trading price for any 20 day period
following the date that Series N preferred stock for an equal numberis first issued; (2) the price
at which any new common stock or common stock equivalent is issued; (3) the
price at which common stock is issued upon the exercise or conversion of shares of the 5% Series F
convertibleany new
options, warrants, preferred stock (the "JNC Financing Arrangement"). The termsor other convertible security; (4) the
conversion price of theany Series F preferred stock included,converted after the date that
Series N preferred stock is first issued; and (5) a conversion price floor of
$1.25.

On April 13, 2000, Winter Harbor provided I-Link with a line of credit to
meet its minimum financing needs of up to an aggregate amount of $15,000,000.
This commitment was to expire on the earlier of April 12, 2001 or the date
I-Link received net cash proceeds of not less than $15,000,000 pursuant to one
or more additional financings or technology sales outside the normal and
historical course of business. On May 12, 2000 I-Link repaid borrowings under
the line of credit of $2,600,000 plus interest, and terminated this Winter
Harbor line of credit.

DISCUSSION OF PROPOSALS RECOMMENDED FOR
CONSIDERATION BY STOCKHOLDERS

PROPOSAL 1
TO ELECT TWO CLASS II DIRECTORS, EACH TO SERVE FOR THREE YEARS AND UNTIL HIS
SUCCESSOR HAS BEEN DULY ELECTED AND QUALIFIED

The board of directors has concluded that the reelection of Henry Y.L. Toh
and the election of Hal B. Heaton as Class II Directors is in I-Link's best
interest and recommends approval of their election. Biographical information
concerning Mr. Toh and Dr. Heaton can be found under "Information About
Directors and Executive Officers." The remaining directors will continue to
serve in their positions for the remainder of their respective terms.

Unless otherwise instructed or unless authority to vote is withheld, the
enclosed proxy will be voted for the election of Mr. Toh and Dr. Heaton.
Although the board of directors of I-Link does not contemplate that Mr. Toh or
Dr. Heaton will be unable to serve, if such a situation arises prior to the
annual meeting, the persons named in the enclosed proxy will vote for the
election of any other person the board of directors may choose as a substitute
nominee.

VOTE REQUIRED FOR APPROVAL

Each of Mr. Toh and Dr. Heaton must receive a plurality of the votes cast
in order to be elected. The board of directors unanimously recommends a vote FOR
the election of Mr. Henry Y.L. Toh and Dr. Hal B. Heaton.

PROPOSAL 2
TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS LLP
AS INDEPENDENT PUBLIC ACCOUNTANTS

The board of directors has concluded that the continued engagement of
PricewaterhouseCoopers LLP as I-Link's independent public accountants is in the
best interests of I-Link. Representatives of PricewaterhouseCoopers will be
present at the annual meeting and will have the opportunity to make a statement
if they desire to do so. Such representatives are expected to be available to
respond to appropriate questions.

VOTE REQUIRED FOR APPROVAL

Proposal 2 must be approved by a majority of the votes cast in order to be
effective. The board of directors unanimously recommends a vote FOR the
ratification of its selection of PricewaterhouseCoopers LLP as independent
public accountants for I-Link.

PROPOSAL 3
TO APPROVE AN AMENDMENT OF THE 1997 PLAN INCREASING THE
AMOUNT OF SHARES OF COMMON STOCK ELIGIBLE FOR ISSUANCE UNDER
THAT PLAN FROM 4,400,000 TO 7,400,000

The board of directors may make such amendments to the Stock Option Plan as
it deems advisable and in the best interests of I-Link, without action on the
part of the stockholders unless such approval is required pursuant to Section
422A of the Internal Revenue Code or Rule 16b-3 under the Exchange Act. However,
no amendment of the 1997 Plan shall be made where, among other things, the total
number of shares which may be optioned under the 1997 Plan shall be increased,
unless the holders of a conversion feature
allowing JNC to convertmajority of the Series Foutstanding shares of common and voting
preferred stock into common stock; however,
they also included clauses limiting JNC from converting Series F preferred stock
into common stock(voting on an as-converted basis) shall have first approved.

Of the 4,400,000 options which may be granted under the 1997 Plan,
4,400,000 have been granted as of June 30, 2000. In addition, the board of
directors has awarded 900,000 additional incentive options, contingent upon
shareholder approval of the amendment of the 1997 Plan proposed in two ways.this Proxy
Statement. The first limitation providedboard of directors has determined that JNC could not
convert sharesit is in the best interest
of Series F preferred stock (or receive related dividends in
common stock) ifI-Link to increase the number of shares which may be issued pursuant to
options under the 1997 Recruitment Stock Option Plan from 4,400,000 to
7,400,000. For a description of commonthe 1997 Plan, see "Information About Directors
and Executive Officers - 1997 Recruitment Stock Option Plan."

VOTE REQUIRED FOR APPROVAL

Proposal 3 must be approved by a majority of the votes cast in order to be
effective. If you "abstain" from voting, it has the same effect as if you voted
"against" this proposal. The board of directors unanimously recommends a vote
FOR the amendment of the 1997 Plan.

PROPOSAL 4
TO APPROVE NON-QUALIFIED OPTIONS TO PURCHASE I-LINK'S
COMMON STOCK GRANTED TO CERTAIN EXECUTIVE OFFICERS

The board of directors has adopted resolutions approving the grant of
non-qualified options to purchase up to a total of 2,550,000 shares of I-Link's
Common Stock, granted to certain executive officers pursuant to employment
agreements, including non-qualified performance accelerated stock beneficially owned byoptions
granted to Dror Nahumi. Pursuant to the resolution, the board of directors has
declared it to be advisable and in the best interests of I-Link and its
affiliates afterstockholders that I-Link stockholders ratify such conversion or dividend payment would exceed 4.999%grants of the issued and outstandingnon-qualified
options to purchase shares of common stock following such conversion.
The second limitationI-Link's Common Stock, as set forth herein, be
submitted to JNC's conversion activities provided that JNC could not
convert Series F preferred stock into any number equal to or greater than 20%the stockholders of I-Link for vote at the number

of shares of common stock outstanding immediately before the initial issuance of
the Series F preferred stock.

OurAnnual Meeting.

I-Link's common stock is listed for quotation and trading on the Nasdaq
SmallCap Market ("Nasdaq"). In order for us to continue that listing, we must
comply with certain rules, called Marketplace Rules, that govern the continued
listing of securities on Nasdaq. The 20% limitation mentioned above was included
innon-qualified options granted pursuant to
the termsemployment agreements, when added together, would total 2,550,000 shares of
the Series F preferred stock in orderour common stock. The Marketplace Rules require your approval of those option
grants since they were made to comply with the
Marketplace Rules.executive officers of I-Link. Specifically,
Marketplace Rule 4310(c)(25)(H)(i)(d)(2)(a) requires usI-Link to obtain stockholder
approval of any planoption to an officer or director, involving any amount greater
than "the sale or
issuance by the companylesser of common stock (or securities convertible into or
exercisable for common stock) equal to 20% or more1% of the common stock or 20% or
more of the voting power outstanding before the issuance for less than the
greater of book or market value of the stock." The total number of shares that
were outstanding immediately prior to the issuance of the Series F preferred
stock and Series E preferred stock was 18,468,408. Twenty percent of that number
is 3,693,682. The terms of the JNC Financing Arrangement required us to seek
shareholder approval in the event JNC elected to convert its Series F preferred
stock into a number of common shares that would exceed 20% of the total common
shares outstanding immediately before the initial issuance of the Series F
preferred stock. From July 1998 until December 1999 JNC made multiple
conversions, totaling 752 of its 1,000 shares of Series F preferred stock, into
a total of 3,693,515 common shares, just under the 20% limit. On December 14,
1999 JNC made the election to require us to seek shareholder approval to permit
it to convert additional Series F preferred stock into a number of shares of common stock, that would exceed the 20% limit. If we issued additional common
stock to JNC upon its further conversion of Series F preferred shares at
conversion rates below the appropriate market price and did not obtain
stockholder approval, then we would be in violation1% of the Marketplace Rule, and
our common stock would be subjectvoting
power outstanding, or 25,000 shares." Each non-qualified option granted pursuant
to being delisted from the Nasdaq SmallCap
Market. We were not required to issue common stock in violation of the
Marketplace Rule under the terms of the JNC Financing Agreement.

Accordingly, on February 2, 2000, we sent our shareholders of record at
the close of businessemployment agreements was for an amount greater than 25,000 shares.

EMPLOYMENT AGREEMENT OPTIONS

I-Link executed employment agreements on January 18,3, 2000, a proxy statement soliciting their
proxypursuant to vote at a Special Meetingwhich
I-Link granted Dror Nahumi non-qualified options to approve the issuance of a number ofpurchase 1,000,000 shares of
common stock, Alex Radulovic non-qualified options to JNC which would have increased JNC's total holdingpurchase 400,000 shares of
common stock, aboveJohn Ames non-qualified options to purchase 300,000 shares of
common stock, and David E. Hardy non-qualified options to purchase 100,000
shares of common stock. All of such options expire ten years from the 20% limit. On Februarydate of
grant, and are exercisable at $2.75, the exercise price equal to the closing
price of I-Link's publicly traded common shares on the date of grant. All of
such options shall vest in 12 equal quarterly installments over 3 years, with
the first installment to vest on January 3, 2000, and the remaining 11
2000,installments to vest on the first day of each subsequent calendar quarter. It is
the intent of I-Link that these options shall continue or roll-over into similar
options of any acquiring company and not accelerate vesting in the event of a
majority"change of control" or if I-Link is merged or otherwise acquired by another
company, and the

option agreements relating to the options shall be so drafted. All such options
shall accelerate vesting and fully vest only in the event of (a) a merger or
other acquisition of I-Link into or by another company where the acquiring
company does not permit a roll-over of such options into similar options of the
shareholders
voted againstacquiring company, or (b) the approvaltermination of the option holder's employment
without cause.

PERFORMANCE ACCELERATED STOCK OPTIONS

I-Link also granted Dror Nahumi non-qualified options to purchase 750,000
shares of I-Link's Common Stock at an exercise price equal to $2.75 per share
the closing price of the I-Link's publicly traded common shares on the date of
grant, February 1, 2000. Vesting of 125,000 of the options shall occur upon the
I-Link's daily closing stock price attaining or exceeding each of the following
levels for more than 20 consecutive trading days: $10, $12, $14, $16, $18, $20;
provided, however, that the performance accelerated stock options will become
fully exercisable on the five year anniversary of their issuance (that is, on
January 3, 2005) whether or not the stock price thresholds are attained. It is
the intent of the I-Link that such options shall continue or roll-over into
similar options of any acquiring company and not accelerate vesting in the event
of a "change of control" or the I-Link is merged or otherwise acquired by
another company, and the option agreement relating to such options shall be so
drafted. Such options shall accelerate vesting and fully vest ONLY in the event
of (a) a merger or other acquisition of the I-Link into or by another company
where the acquiring company does NOT permit a roll-over of such options into
similar options of the acquiring company, or (b) the termination of Mr. Nahumi's
employment without cause.

POTENTIAL NEGATIVE FINANCIAL STATEMENT IMPACT

Although I-Link's board of directors have approved the issuance of additional common stock to JNC and
we informed JNC of such decision. At such time, it was our view that, by taking
the measures we had taken, including preparing and mailing the proxy statement
on February 2, 2000, we had fulfilled the requirement to use our best efforts to
obtain your approval. On February 11, 2000, JNC informed us of its election to
redeem its remaining 248 Series F preferred stock. We didthese
options, Generally Accepted Accounting Principles will not respond to the
request based on our belief that the Designation of Preferences that governs the
Series F preferred stock did not allow JNC to elect to redeem its preferred
stock after initially electing to seek shareholders approval to convert the
preferred stock into common stock above the 20% limit and being denied such
approval. On February 25, 2000, JNC commenced a lawsuit against us alleging,
among other things, that (1) we failed to use our best efforts to obtainconsider these
options granted until shareholder approval of the issuanceoption grants is obtained.
When and if approval is obtained, there may be a significant non-cash expense
recorded in I-Link's consolidated statement of additionaloperations if the market price of
I-Link's common stock to JNC and (2)
upon failing to obtainon the date of shareholder approval we failed to fulfill our alleged
obligation underis greater than the
JNC Financing Arrangement to allow JNC to redeem its
remaining Series F preferred shares.

A majorityoption price. The amount of the total shares voted atexpense will equal the February 11, 2000 Special
Meeting were cast by Winter Harbordifference between the
option price ($2.75) and were voted against the issuance of common
stock to JNC.

On March 10, 2000, we and JNC entered into an agreement to settle the
lawsuit, the principal terms of which are as follows: we agreed to issue, and
did issue on March 10, 2000, 531,968 shares of common stock (the "Initial
Shares") to JNC upon conversion of the remaining outstanding Series F preferred
stock at a conversion price of $4.875, which is equal to the market price of the Company's common stock on the date the Series E preferred shares were first
issued. The Company further agreed that no later than May 9, 2000, subject to
shareholderday of
approval, we would issue an additional number of shares of common
stock (the "Additional Shares") equal to (i) 790,000 plus (ii) 790,000 times
.0825 times a fraction the numerator of which is the number of days from
February 1, 2000 to the date such additional shares are actually issued to JNC
and the denominator of which is 360 (the "Additional Share Amount"). The Initial
Shares were calculated at a conversion price based on the market value of common
stock immediately prior to the issuance of the Series E preferred stock. If we
fail to issue the Additional Shares by May 24, 2000, JNC is entitled to receive
shares in addition to the Additional Shares (the "Late Shares"). The number of
Late Shares would equal 10,000 times a fraction, the numerator of which equals
the number of Additional Shares not yet delivered as of May 24, 2000 (the
"Undelivered Shares") and the denominator of which equals the Additional Share
Amount (the "Late Share Amount"). Further, if we fail to deliver any Undelivered
Shares or Late Shares by May 24, 2000, we must issue additional Late Shares
("Additional Late Shares") in addition to the Additional Shares and Late Shares
equal to the number of Late Shares to be delivered times a fraction the
numerator of which equals the number of days from May 24, 2000 to the actual
date of issuance of such Late Shares and Undelivered Shares and the denominator
of which is 30 (the "Additional Late Share Amount"). In connection with the
issuance of the Additional Shares and any Late Shares or Additional Late Shares,
we agreed to use our best efforts to obtain your approval of issuing a number of
common stock which exceeds the 20% limit set by Nasdaq. Assuming that we obtain
the necessary shareholder approval at the Special Meeting and issue the
Additional Shares on June 28, 2000, we would be required to issue in the
aggregate 838,228 shares of common stock using the formula described above
(816,722 Additional Shares, 9,926 Late Shares and 11,580 Additional Late
Shares).

We also agreed that in the event we fail to issue the Additional
Shares, the Late Shares and the Additional Late Shares by May 24, 2000 (or June
28, 2000 if the SEC delivers comments on certain related filings), we would pay
JNC upon JNC's written notice the amount equal to the product of the higher of
the average closing share price of the common stock for the 10 trading day
period ending on May 24, 2000 (or June 28, 2000) or the date of JNC's noticemultiplied by the number of Undelivered Shares, Late Shares and Additional Late Shares.

Failureoptions (2,550,000). This expense would be
amortized over the vesting period of the options (approximately 2 years nine
months). The actual amount of expense (if any) to obtainbe recorded at the date of
shareholder approval for the issuance of the
Additional Shares, the Late Shares and the Additional Late Shares and our
resulting obligation to make such payment to JNC could have a significant
adverse effect on our financial condition at that time.

In return for such issuance of common stock or a payment as described
above, JNC agreed to dismiss the lawsuit in its entirety and not to sell short
any shares of common stock. JNC also agreed that on any given trading day, it(if received) will not (1) sell or transfer our common stock in excess of 50,000 shares or 15%
of the aggregate trading volume of our common stock on such day, whichever is
greater, and in no event more than 125,000 shares nor (2) effect such sale or
transfer without using our stock transfer agent or registrar. Also, each of
I-Link and JNC agreed to mutually release the other and the other's affiliates
from all obligations relating to Series F preferred stock and the JNC Financing
Arrangement except for certain rights relating to warrants previously issued to
JNC and registration rights related thereto.

In connectionfluctuate directly with the settlement agreement, Winter Harbor has agreed
to vote allmarket price
of its shares ofI-Link's common stock in favor of Proposal 1.

The Board of Directors has adopted a resolution declaring it advisable
and in the best interest of the Company to enter into the settlement with JNC
and to seek shareholder approval of Proposal 1.stock.

VOTE REQUIRED FOR APPROVAL

OF PROPOSAL 1

Proposal 14 must be approved by a majority of the votes cast in order to be
effective. If you "abstain" from voting, it has the same effect as if you voted
"against" this proposal. The Boardboard of Directorsdirectors unanimously recommends a vote
FOR the approval of these options to the named executive officers of I-Link.

PROPOSAL 5
TO APPROVE THE 2000 EMPLOYEE STOCK PURCHASE PLAN

The board of directors has adopted a resolution authorizing the
establishment of the 2000 Employee Stock Purchase Plan (the "Stock Purchase
Plan"), which plan shall provide for the issuance of Purchase Options. Pursuant
to the resolution, the board of directors has declared it to be advisable and in
the best interests of I-Link and its stockholders that I-Link adopt such plan
and has directed that the proposal to adopt the Stock Purchase Plan, as set
forth herein, be submitted to the stockholders of I-Link for vote at the Annual
Meeting.

The summary of the material provisions of the Stock Purchase Plan set forth
below is not intended to be complete and is qualified in its entirety by
reference to the Stock Purchase Plan, a copy of which is attached hereto in
Appendix A to this Proxy Statement.

GENERAL

The purpose of the Stock Purchase Plan is to induce all eligible employees
of I-Link (or any of its subsidiaries) who have been employees for at least
three months to encourage stock ownership of I-Link by acquiring or increasing
their proprietary interest in I-Link. The Stock Purchase Plan is designed to
encourage employees to remain in the employ of I-Link. It is the intention of
I-Link to have the Stock Purchase Plan qualify as an "employee stock purchase
plan" within the meaning of Section 423 of the Internal Revenue Code of 1986, as
amended (the "Code").

The Stock Purchase Plan provides for the granting of options with respect
to, in the aggregate, up to 2,500,000 shares of common stock (which number is
subject to adjustment in the event of stock dividends, stock splits and other
similar events). To the extent that an option is not exercised within the period
of exercisability specified therein, it will expire as to the then unexercised
portion. If any option terminates prior to exercise thereof and during the
duration of the Stock Purchase Plan, the shares of Common Stock as to which such
option or right was not exercised will become available under the Stock Purchase
Plan for the grant of additional options or rights to any eligible employee. The
Stock Purchase Plan became effective upon adoption by the board of directors,
subject to its approval by the affirmative vote of the holders of a majority of
the outstanding shares of common stock and the Series M and Series N preferred
stock, voting on an as-converted basis.

ADMINISTRATION

The Stock Purchase Plan will be administered by the Compensation Committee
(the "Compensation Committee") of the board of directors consisting of three or
more members of the board of directors, each of whom is a "Non-Employee"
Director as such term is defined by Rule 16b-3 under the Exchange Act of 1934.
The board of directors or the Compensation Committee generally has the authority
to administer and interpret the Stock Purchase Plan and to make such rules and
regulations and establish such procedures, as it deems appropriate for the
administration of the Stock Purchase Plan, taking into consideration the
recommendations

of management. The decisions of the Compensation Committee shall be binding and
conclusive for all purposes and upon all persons unless and except to the extent
that the board of directors shall have previously directed that all or specified
types of decisions of the Compensation Committee shall be subject to approval by
the board of directors.

SECTION 16(b) COMPLIANCE

It is intended that transactions pursuant to the Stock Purchase Plan will
satisfy the conditions of Rule 16b-3, as amended, promulgated under Section 16
of the Exchange Act. Section 16(b) of the Exchange Act provides that any
so-called "short-swing profits," that is, a profit realized by an officer,
director or owner of 10 percent or more of the outstanding securities on a
purchase and a sale of stock within a six-month period, are recoverable by the
issuer of the securities. Although the application of Section 16(b) (and the
rules promulgated thereunder) is complex, Rule 16b-3 generally mitigates the
impact of Section 16(b) by providing an exemption from the liability provisions
for transactions which satisfy the conditions of Rule 16b-3.

PURCHASE PRICE AND EXERCISE OF OPTIONS

An eligible employee may authorize payroll deductions for each pay period
in any whole percentage amount between 1% (minimum) and 15% (maximum) of his/her
total pay. During each 3-month period, payroll deductions may be accumulated
under the Stock Purchase Plan. Four times each year, on the first business day
of each payment period, I-Link shall be deemed to have granted to each eligible
employee who is then a participant in the Stock Purchase Plan an option to
purchase on the last day of such payment period at a purchase price equal to the
lesser of 85% of the closing sale price of the common stock as quoted on the
NASDAQ National Market System fair market value of I-Link's common stock on the
first business day of the payment period or on the date of purchase, but in no
case will the purchase price be less than $2.781.

Each eligible employee on the last day of a payment period shall be deemed
to have exercised his/her option on such date and shall be deemed to have
exercised to have purchased from I-Link such number of full shares of common
stock reserved for the purpose of the Stock Purchase Plan as his/her accumulated
payroll deductions on the purchase date will pay for at such purchase price. If
a participant is not an employee on the last business day of a payment period,
s/he shall not be entitled to exercise his/her option.

ELIGIBILITY AND EXTENT OF PARTICIPATION

Purchase Options may be granted pursuant to the Stock Purchase Plan only to
employees of I-Link (or any subsidiary).

There is no minimum number of shares of common stock with respect to which
an option or right may be granted. However, no employee shall be granted an
option which permits his/her rights to purchase common stock under the Stock
Purchase Plan and any

similar plans of I-Link or any parent or subsidiary corporations to accrue at a
rate which exceeds $25,000 of the Fair Market Value of such stock (determined at
the time such option is granted) for each calendar year in which such option is
outstanding at any time.

Each eligible employee who continues to be a participant in the Stock
Purchase Plan on the last Business Day of a Payment Period shall be deemed to
have exercised his option on such date and shall be deemed to have purchased
from I-Link such number of full shares of common stock reserved for the purpose
of the Stock Purchase Plan as his accumulated payroll deductions on the purchase
date will pay for at such option price. If a participant is not an employee on
the last Business Day of a Payment Period, he shall not be entitled to exercise
his option.

TERMINATION AND AMENDMENTS TO THE PLAN

The Stock Purchase Plan shall terminate on March 31, 2010, however, the
Stock Purchase Plan may be terminated or suspended at any time by the
Compensation Committee. It shall terminate in any case when all or substantially
all of the shares of common stock reserved for the purposes of the Stock
Purchase Plan have been purchased. If at any time shares of stock reserved for
the purposes of the Stock Purchase Plan remain available for purchase but not in
sufficient number to satisfy all then unfilled purchase requirements, the
available shares shall be apportioned among participants in proportion to their
options and the Stock Purchase Plan shall terminate.

The Compensation Committee also reserves the right to amend or modify the
Stock Purchase Plan at any time without notice, provided that no employee's
existing rights under any outstanding option may be adversely affected thereby,
and provided, further, that no such amendment of the Stock Purchase Plan shall,
except by reason of stock split-ups, reclassifications, and stock dividends,
increase above the 2,500,00 shares of common stock to be offered unless
shareholder approval is obtained therefor.

LIMITATIONS ON RESALE OF STOCK PURCHASED UNDER THE STOCK PURCHASE PLAN

A participant of the Stock Purchase Plan will be required to represent to
I-Link as a condition to his/her purchase of shares under the Stock Purchase
Plan and the issuance of the options that (i) the options and Common Stock are
being acquired for investment and not with a view to distribution or resale, and
(ii) the employee may make no disposition of any Common Stock in contravention
of the Securities Act of 1933 and applicable State laws. The Stock Purchase Plan
is intended to provide Common Stock for investment and not for resale. An
employee may, subject to compliance with any federal or state securities laws,
sell stock purchased under the Stock Purchase Plan at any time he chooses;
provided, however, that because of certain federal tax requirements, including
but not limited to Section 423(a)(1) of the Code, each employee will agree by
entering the Stock Purchase Plan, to give I-Link prompt notice of any such stock
disposed of within two years after the date of the last day of the Payment
Period during which the stock was purchased showing the number of such shares
disposed of.

FEDERAL INCOME TAX AND SECURITIES REGULATORY CONSIDERATIONS

All options issued under the Stock Purchase Plan and all transactions that
occur under this Stock Purchase Plan are intended to comply with all applicable
requirements of Section 423 of the Code and, with respect to persons subject to
Section 165 of the Exchange Act, with the conditions of Rule 16b-3 under the
Exchange Act. To the extent any provision of the Stock Purchase Plan, any option
or any authorization and enrollment agreement fails to so qualify, such
provision shall be deemed invalid and shall be omitted from the option or
authorization and enrollment agreement to the extent permitted by law and deemed
advisable by counsel, and the remaining terms of the Stock Purchase Plan, the
options and such authorization and enrollment agreements shall not be affected
thereby. If Section 423 of the Code is subsequently amended in any way which
would alter the benefits generally available under a Section 423 Stock Purchase
Plan, then the Committee may amend this Stock Purchase Plan to conform the Stock
Purchase Plan to such amendment to the Code, provided such amendment would not
disqualify the Stock Purchase Plan under the provisions of Section 423 of the
Code.

The tax consequences summarized above may change in the event of amendment
to the Code or the regulations adopted thereunder.

VOTE REQUIRED FOR APPROVAL

Proposal 1.5 must be approved by a majority of the votes cast in order to be
effective. If you "abstain" from voting, it has the same effect as if you voted
"against" this proposal. The enclosed proxy will be voted as specified, but if
no specification is made with respect to the proposed amendment to the Articles
of Incorporation, it will be voted in favor of the proposal to approve the Stock
Purchase Plan; however, broker non-votes will not be counted as an affirmative
vote for purposes of determining whether the proposal has been approved. The
board of directors unanimously recommends a vote FOR the approval and adoption
of the 2000 Employee Stock Purchase Plan in the form as set forth in Appendix A
hereto.

OTHER PROPOSED ACTION

The Boardboard of Directorsdirectors does not intend to bring any other matters before
the Special Meeting,annual meeting, nor does the Boardboard of directors know of any matters that
othersother persons intend to bring before the Special Meeting.annual meeting. If, however, other
matters not mentioned in this proxy statement properly come before the Special Meeting,annual
meeting, the persons named in the accompanying form of proxy will vote thereon
in accordance with the recommendation of the Boardboard of Directors.directors.

You should be aware that I-Link's By-Laws provide that no proposals or
nominations of Directorsdirectors by stockholders shall be presented for vote at a
Special Meetingan
annual meeting of Stockholdersstockholders unless notice complying with the requirements in
the By-Laws is provided to the Boardboard of Directorsdirectors or I-Link's Secretary no later
than the close of business on the fifth day following the day that notice of the
Special Meetingannual meeting is first given to stockholders.

STOCKHOLDER PROPOSALS AND SUBMISSIONS

If you wish to present a proposal for inclusion in the proxy materials to
be solicited by I-Link's board of directors with respect to the next annual
meeting of stockholders, such proposal must be presented to I-Link's management
prior to May 2, 2001.

WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING, PLEASE SIGN AND RETURN
THE ENCLOSED PROXY PROMPTLY.PROMPTLY USING THE ENVELOPE PROVIDED. YOUR VOTE IS IMPORTANT.
IF YOU ARE A STOCKHOLDER OF RECORD AND ATTEND THE MEETING AND WISH TO VOTE IN
PERSON, YOU MAY WITHDRAW YOUR PROXY AT ANY TIME PRIOR TO VOTING.THE VOTE.

I-LINK INCORPORATED

David E. Hardy, Secretary

APPENDIX A

I-LINK INCORPORATED

2000 EMPLOYEE STOCK PURCHASE PLAN

1. PURPOSE

This 2000 Employee Stock Purchase Plan (the "PLAN") is intended as an
incentive to encourage stock ownership by all eligible employees of I-Link,
Inc. (the "COMPANY") and its participating subsidiaries so that they may
share in the fortunes of the Company by acquiring or increasing their
proprietary interest in the Company. The Plan is designed to encourage
eligible employees to remain in the employ of the Company. It the intention
of the Corporation to have the plan qualify as an "employee stock purchase
plan" within the meaning of Section 423 of the Internal Revenue Code of
1986, as amended (the "CODE").

2. ELIGIBLE EMPLOYEES

All employees of the Company or any of its subsidiaries who have or will
have been employed by the Company or any of its subsidiaries for at least
three months as of the first day of a Payment Period (as defined in
paragraph 6 below) shall be eligible to receive options under this Plan to
purchase the Company's common stock, $.001 par value , ("Common Stock")
PROVIDED, HOWEVER, that in no event may an employee be granted an option if
such employee, immediately after the option is granted, owns 5% or more of
the total combined voting power or value of all classes of stock of the
Company, a parent corporation or a subsidiary corporation (as the terms
"parent corporation" and "subsidiary corporation" are defined in Section
424(e) and (f) of the Code). For purposes of determining stock ownership
under this paragraph, (i) the attributions rules of Section 424(d) of the
Code shall apply (stock of certain related parties treated as owned by the
employee), and (ii) stock which the employee may purchase under outstanding
options shall be treated as stock owned by such employee.

3. STOCK SUBJECT TO THE PLAN

The stock subject to the options shall be shares of the Company's
authorized but unissued Common Stock or shares of Common Stock reacquired
by the Company, including shares purchased in the open market. The
aggregate number of shares of Common Stock which may be issued pursuant to
the Plan is 2,500,000, subject to increase or decrease by reason of stock
split-ups, reclassifications, stock dividends, and the like, as determined
by the Board of Directors of the Company (the "BOARD"). In the event that
shares of Common Stock issued pursuant to the Plan are authorized but
previously unissued shares of Common Stock, no adjustment shall be made for
dividends or other rights for which the record date is prior to the time of
issuance.

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4. AUTHORIZATION FOR ENTERING THE PLAN

(a) An eligible employee may enter the Plan by completing, signing, and
delivering to the office of the Human Resources Department within the
time period specified in subparagraph (b) below, an Authorization and
Enrollment Agreement:

(i) stating the percentage amount to be deducted regularly from
his/her pay;

(ii) authorizing the purchase of Common Stock for him/her in each
Payment Period in accordance with the terms of the Plan; and

(iii) specifying the exact name in which stock purchased for him/her
is to be issued as provided under paragraph 8 hereof.

(b) Such Authorization and Enrollment Agreement must be received by the
Human Resources Department at least 10 days before the beginning date
of the next succeeding Payment Period. After filing a timely
Authorization and Enrollment Agreement, payroll deductions shall begin
upon the commencement of the Payment Period.

(c) Unless an employee files a new Authorization and Enrollment Agreement
or withdraws from the Plan, his/her deductions and purchases under the
Authorization and Enrollment Agreement previously filed under the Plan
will continue as long as the Plan remains in effect.

(d) The Company will accumulate and hold for the employee's account the
amounts deducted from his/her pay. No interest will be paid or allowed
on any money held for the employee's account.

(e) All funds received or held by the Company under the Plan need not be
segregated from other corporate funds and may be used for any
corporate purpose. Funds under the Plan will not be invested, other
than in the ordinary course of business conducted by the Company.

5. PAYROLL DEDUCTIONS

(a) Subject to the provisions of paragraph 6(e), an eligible employee may
authorize payroll deductions for each pay period in any whole
percentage amount between 1% (minimum) and 15% (maximum) of Total Pay
(defined below). For purposes of this paragraph, the term "TOTAL PAY"
shall mean an employee's salary or wages for services performed for
the Company and/or any parent or subsidiary corporations and received
by such employee for services rendered during a specified pay period.

A-2

(b) All payroll deductions made for an employee shall be credited to
his/her account under the Plan. An employee may not make any separate
cash payment into such account, nor may payment for shares be made
other than by payroll deductions.

(c) An employee may discontinue participation as provided in paragraph 10,
or reduce the percentage of his/her payroll deductions in the Plan,
but cannot increase the rate of his/her payroll deductions during the
Payment Period.

(d) Only full shares of Common Stock may be purchased pursuant to the
Plan. Fractional shares shall not be purchased, and any balance
remaining in an employee's account after a purchase, due to the
prohibition against purchases of fractional shares, will be carried
forward into the subsequent Payment Period.

6. PAYMENT PERIODS AND STOCK OPTIONS

(a) The 3-month periods consisting of January 1 to March 31, April 1 to
June 30, July 1 to September 30, and October 1 to December 31, are
each "PAYMENT PERIODS" during which payroll deductions may be
accumulated under the Plan. Each Payment Period includes only regular
pay days falling within such applicable Payment Period, provided,
however, that the Committee (as defined in paragraph 16) may change
the commencement and termination dates of the Payment Periods in order
for the Company to satisfy the requirements of applicable federal and
state securities laws relating to the offer and sale of Common Stock
to employees pursuant to this Plan.

(b) Four times each year, on the first Business Day (defined below) of
each Payment Period, the Company shall be deemed to have granted to
each eligible employee who is then a participant in the Plan an option
to purchase on the last day of such Payment Period at the Option Price
hereinafter provided for such number of full shares of the Common
Stock of the Company reserved for the purpose of the Plan as his/her
accumulated payroll deductions on the last day of such Payment Period
will pay for at such Option Price; provided and on condition that such
employee remains eligible to participate in the Plan throughout such
Payment Period. The "OPTION PRICE" for each Payment Period shall be
the lesser of 85% (rounded to the nearest 1/32) of:

(i) the Fair Market Value (defined below) of the Company's Common
Stock on the first Business Day of the Payment Period; or

(ii) the Fair Market Value of the Company's Common Stock on the
Purchase Date.

In the event of an increase or decrease in the number of outstanding
shares of Common Stock of the Company through stock split-ups,
reclassifications, stock dividends, and the like, an appropriate
adjustment shall be made in the number of

A-3

shares and Option Price per share provided for under the Plan, either
by a proportionate increase in the number of shares and a
proportionate decrease in the Option Price, per share, or by a
proportionate decrease in the number of shares and a proportionate
increase in the Option Price per share, as may be required to enable
an eligible employee who is then a participant in the Plan as to whom
an option is exercised on the last day of any then current Payment
Period to acquire such number of full shares as his/her accumulated
payroll deductions on such date will pay for at the adjusted Option
Price.

In the event that the Option Price for a Payment Period results in a
Purchase Price less than or equal to $2.78, then the Purchase Price
will be adjusted to $2.781. In such event, Participants will be given
the option of purchasing the stock at the Purchase Price of $2.781 or
rolling the money over to the next Payment Period.

(c) For purposes of this Plan, unless the Committee determines otherwise,
"FAIR MARKET VALUE" means, on a per share basis, the closing sale
price of the Common Stock as quoted on the relevant date on the NASDAQ
National Market System.

(d) For purposes of this Plan, the term "BUSINESS DAY" as used herein
means a day on which there is trading on the NASDAQ National Market
System.

(e) For purposes of this Plan, the term "PURCHASE DATE" as used herein
means the fifth business day after the end of each Payment Period.

(f) No employee shall be granted an option which permits his/her rights to
purchase Common Stock under the Plan and any similar plans of the
Company or any parent or subsidiary corporations to accrue at a rate
which exceeds $25,000 of the Fair Market Value of such stock
(determined at the time such option is granted) for each calendar year
in which such option is outstanding at any time. The purpose of the
limitation in the preceding sentence is to comply with Section
423(b)(8) of the Code.

(g) The Plan will operate on a plan year that ends December 31 of each
calendar year.

7. EXERCISE OF OPTIONS

Each eligible employee who continues to be a participant in the Plan on the
last Business Day of a Payment Period shall be deemed to have exercised
his/her option on such date and shall be deemed to have purchased from the
Company such number of full shares of Common Stock reserved for the purpose
of the Plan as his/her accumulated payroll deductions on the Purchase Date
will pay for at such Option Price. If a participant is not an employee on
the last Business Day of a Payment Period, s/he shall not be entitled to
exercise his/her option.

A-4

8. ISSUANCE OF STOCK

(a) Certificates for stock issued to participants will be delivered as
soon as practicable after each Purchase Date.

(b) Stock purchased under the Plan will be issued only in the name of the
employee or, if his/her Authorization and Enrollment Agreement so
specified, in the name of the employee and one other person of legal
age as joint tenants with rights of survivorship, tenants in common,
or as community property, to the extent and in the manner permitted by
applicable law.

(c) The aggregate number, kind and class of shares of Common Stock which
may be purchased by eligible employees pursuant to Authorization and
Enrollment Agreements, the number, kind and class of shares covered by
each such agreements, and the purchase price per share for an option
all may be equitably adjusted, as determined by the Committee, due to
any changes in the Common Stock resulting from any stock split,
combination or exchange of equity securities, merger, consolidation,
recapitalization, reorganization, divestiture or other distribution
(other than ordinary cash dividends) of assets to stockholders, any
other subdivision or consolidation of shares or other capital
adjustment, or the payment of a stock dividend or other increase or
decrease in such shares. Fractional shares resulting from any such
adjustment shall be rounded or paid, in the discretion of the
Committee.

9. APPLICATION OF FUNDS

The proceeds received by the Company from the sale of Common Stock pursuant
to options granted under the Plan shall be used for general corporate
purposes.

10. WITHDRAWAL FROM THE PLAN

(a) An employee may withdraw from the Plan, in whole, but not in part, at
any time prior to the last Business Day of each Payment Period by
delivering a Withdrawal Notice to the Company's secretary's office, in
which event the Company will refund the entire balance of his/her
deductions not theretofore used to purchase stock under the Plan in
the next payroll cycle.

(b) An employee who withdraws from the Plan will be treated in the same
manner as an employee who has never entered the Plan. To re-enter,
s/he must file a new Authorization and Enrollment Agreement at least
10 days before the beginning date of the next Payment Period which
shall not, however, become effective before the beginning of the next
Payment Period following his/her withdrawal.

A-5

11. NO TRANSFER OR ASSIGNMENT OF EMPLOYEE'S RIGHTS

No employee shall be permitted to sell, assign, transfer, pledge, or
otherwise dispose of or encumber either the payroll deductions credited to
his/her account or any rights with regard to the exercise of an option or
to receive shares under the Plan other than by will or the laws of descent
and distribution, unless otherwise determined by the Committee, and such
right and interest shall not be liable for, or subject to, the debts,
contracts, or liabilities of the employee.

12. TERMINATION OF EMPLOYEE'S RIGHTS

(a) An employee's rights under the Plan will terminate when s/he ceases to
be an employee of the Company or any participating subsidiary because
of retirement, resignation, layoff, discharge, death, change of
status, or for any other reason. A Withdrawal Notice will be
considered as having been received from the employee on the day
his/her employment ceases and all payroll deductions not theretofore
used to purchase stock will be paid to the employee and his/her
estate.

(b) If an employee's payroll deductions are interrupted by any legal
process, a Withdrawal Notice will be considered as having been
received from him/her by the Company on the day such interruption
occurs.

13. TERMINATION AND AMENDMENTS TO PLAN

(a) Unless sooner terminated in accordance with the terms hereof, the Plan
shall terminate on March 31, 2010. The Plan may be terminated or
suspended at any time by the Committee. It shall terminate in any case
when all or substantially all of the shares of stock reserved for the
purposes of the Plan have been purchased pursuant to the Plan. If at
any time shares of stock reserved for the purposes of the Plan remain
available for purchase but not in sufficient number to satisfy all
then unfilled purchase requirements, the available shares shall be
apportioned among participants in proportion to their options and the
Plan shall terminate. Upon such termination or any other termination
of the Plan, all payroll deductions not theretofore used to purchase
stock will be refunded in the next payroll cycle.

(b) Subject to subparagraph (c) below, the Committee also reserves the
right to amend or modify the Plan at any time without notice, provided
that no employee's existing rights under any outstanding option may be
adversely affected thereby, and provided, further, that no such
amendment of the Plan shall, except as provided in paragraph 3,
increase above the amount set forth in paragraph 3 the total number of
shares of Common Stock to be offered unless shareholder approval is
obtained therefor.

(c) The following amendments to the Plan must be approved by the
shareholders of the Company, within twelve (12) months of the adoption
of the amendment by the Board: (i) any increase in the number of
shares reserved for

A-6

rights under the Plan; (ii) any material modification of the
eligibility requirements for participation in the Plan to the extent
such modification requires shareholder approval in order for the Plan
to satisfy the requirements of Section 423 of the Code, or (iii) any
other modification to the Plan that requires shareholder approval in
order to satisfy the requirements of Section 423 of the Code or to
comply with the requirements of Rule 16b-3 promulgated under the 1934
Act.

14. LIMITATIONS ON RESALE OF STOCK PURCHASED UNDER THE PLAN

A Participant may be required to represent to the Company as a condition to
his/her purchase of shares under the Plan and the issuance of the options
that (i) the options and Common Stock are being acquired for investment and
not with a view to distribution or resale, unless counsel for the Company
is then of the view it is not necessary and is not required under the
Securities Act of 1933, and (ii) the employee may make no disposition of
any Common Stock in contravention of the Securities Act of 1933 and
applicable State laws. The Plan is intended to provide Common Stock for
investment and not for resale. Any shares issued pursuant to the Plan shall
be subject to such restrictions on transfer as shall, in the opinion of the
Committee, be necessary or advisable to assure compliance with the laws,
rules and regulations of the United States Government or any state
jurisdiction thereof, and the certificate evidencing the Common Stock shall
bear such legends as the Committee shall deem necessary of advisable to
assure compliance with the law. Subject to the foregoing, the Company does
not, however, intend to restrict or influence any employee in the conduct
of his/her own affairs. An employee may, therefore, subject to compliance
with any federal or state securities laws, sell stock purchased under the
Plan at any time s/he chooses; provided, however, that because of certain
federal tax requirements, including but not limited to Section 423(a)(1) of
the Code, each employee will agree by entering the Plan, promptly to give
the Company notice of any such stock disposed of within two years after the
date of the last day of the Payment Period during which the stock was
purchased showing the number of such shares disposed of. THE EMPLOYEE
ASSUMES THE RISK OF ANY MARKET FLUCTUATIONS IN THE PRICE OF SUCH STOCK.

15. COMPANY'S PAYMENT OF EXPENSES RELATED TO PLAN

The Company will bear all costs of administering and carrying out the Plan.

16. ADMINISTRATION OF THE PLAN

The Plan shall be administered by the Compensation Committee (the
"COMMITTEE") consisting of three or more members of the Board of the
Company who are not employees. The Committee shall have full authority to
administrate and interpret the Plan and to make such rules and regulations
and establish such procedures, as it deems appropriate for the
administration of the Plan, taking into consideration the recommendations
of management. The decisions of the Committee shall be binding and
conclusive for all purposes and upon all persons unless and except to the
extent that the Board shall have previously directed that

A-7

all or specified types of decisions of the Committee shall be subject to
approval by the Board.

17. OPTIONEES NOT STOCKHOLDERS

Neither the granting of an option to an employee nor the deductions from
his/her pay shall constitute such employee a stockholder of the shares
covered by an option until such shares have been purchased by and issued to
him. No adjustments will be made for dividends or other rights for which
the record date is prior to such date of purchase.

18. GOVERNMENT REGULATION

The Company's obligation to sell and deliver shares of the Company's Common
Stock under this Plan is subject to the approval of any governmental
authority required in connection with the authorization, issuance, or sale
of such Common Stock. The Plan is governed by Utah State Law.

19. WITHHOLDING OF ADDITIONAL FEDERAL INCOME TAX

The Company shall take such measures as it deems appropriate to ensure that
the Company's obligations to withhold any amount required under federal
state, or other laws are satisfied with respect to the issuance or exercise
of options hereunder or the disposition of shares acquired pursuant to the
exercise of options hereunder. Such measures shall include, but shall not
be limited to, the withholding of shares purchased pursuant to the Plan and
the Withholding of additional compensation through payroll deduction.

20. APPROVAL OF STOCKHOLDERS

The Plan shall be effective and options may be granted hereunder upon the
adoption of the Plan by the Board; provided, however, neither the Plan, nor
any option granted under the Plan, shall be binding unless the Plan is
approved by the Company's stockholders within 12 months after the adoption
of the Plan by the Board.

21. NOTICE

Any election or other notice required to be given by an employee under this
Plan shall be in writing and shall be delivered personally or by mail,
postage prepaid, addressed to the Human Resources Department of the Company
at the Company's principal executive offices, or at such other address as
may be designated by the Company in writing to the employee.

22. COMPLIANCE WITH THE CODE AND THE SECURITIES EXCHANGE ACT

All options issued hereunder and all transactions that occur under this
Plan are intended to comply with all applicable requirements of Section 423
of the Code and, with respect to persons subject to Section 165 of the
Securities Exchange Act of 1934 as amended ("1934

A-8

ACT"), with the conditions of Rule 16b-3 under the 1934 Act. To the extent
any provision of the Plan, any option or any Authorization and Enrollment
Agreement fails to so qualify, such provision shall be deemed invalid and
shall be omitted from the option or Authorization and Enrollment Agreement
to the extent permitted by law and deemed advisable by counsel, and the
remaining terms of the Plan, the options and such Authorization and
Enrollment Agreements shall not be affected thereby. If Section 423 of the
Code is subsequently amended in any way which would alter the benefits
generally available under a Section 423 Plan, then the Committee may amend
this Plan to conform the Plan to such amendment to the Code, provided such
amendment would not disqualify the Plan under the provisions of Section 423
of the Code.

23. EMPLOYMENT AT WILL

This document is neither a contract nor a guarantee of continued employment
for any definite period of time. Any employee's employment is always on an
at-will basis.

24. GOVERNING LAW

The Plan, the Authorization and Enrollment Agreement and such other
agreements as shall be entered into pursuant to this Plan shall be
construed in accordance with and governed by the laws of the State of
Florida.

25. ARBITRATION

All claims and disputes between an employee and the Company arising out of
the Plan or any Authorization and Enrollment Agreement or any Termination
of Authorization and Enrollment Agreement shall be settled by binding
arbitration under the Federal Arbitration Act in accordance with the
commercial arbitration rules of the American Arbitration Association and
judgment upon the award rendered by the arbitrators may be entered in any
court having jurisdiction thereof. The arbitration of any dispute pursuant
hereto shall be held in Salt Lake City, Utah.

A-9

PROXY
SPECIALANNUAL MEETING OF STOCKHOLDERS OF I-LINK INCORPORATED

MAY 5,OCTOBER 2, 2000

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints John W. Edwards, Henry Y.L. Toh, Thomas A.
Keenan, David R. Bradford, and David Bradford,Hal B. Heaton and each or any of them proxies,
with power of substitution, to vote all shares of the undersigned at the Special Meetingannual
meeting of Stockholdersstockholders to be held on Tuesday, May 23,October 2, 2000, at 10:00 a.m. local time
at the Hampton
Inn, 10690Marriott Courtyard Hotel, 10701 South Holiday Park Drive, Sandy, Utah 84070,
or at any adjournment thereof, upon the matters set forth in the Proxy Statement
for such meeting, and in their discretion, on such other business as may
properly come before the meeting.

1. APPROVALTO ELECT TWO CLASS II DIRECTORS, EACH TO SERVE FOR THREE YEARS AND UNTIL
HIS SUCCESSOR HAS BEEN DULY ELECTED AND QUALIFIED.

/ / FOR THE NOMINEES LISTED BELOW / / WITHHOLD AUTHORITY
to vote for the nominee
listed below

(INSTRUCTION: To withhold authority to vote for a nominee strike a line
through the nominee's name below:)

Henry Y.L. Toh Hal B. Heaton

2. TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS THE ISSUANCE TO JNC OPPORTUNITY FUND LTD. OF A NUMBER OF
SHARES OF OUR COMMON STOCK EQUAL TO THE ADDITIONAL SHARE AMOUNT AND, IF
REQUIRED, THE LATE SHARE AMOUNT AND ADDITIONAL LATE SHARE AMOUNT, AS
SUCH TERMS ARE FURTHER DESCRIBED IN THE PROXY STATEMENT DATED MAY 5,
2000, 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.COMPANY'S
INDEPENDENT PUBLIC ACCOUNTANTS.

/ / FOR / / AGAINST / / ABSTAIN

3. TO APPROVE AN AMENDMENT TO THE 1997 RECRUITMENT STOCK OPTION PLAN
INCREASING THE AMOUNT OF SHARES OF COMMON STOCK ELIGIBLE FOR ISSUANCE UNDER
THAT PLAN FROM 4,400,000 TO 7,400,000.

/ / FOR / / AGAINST / / ABSTAIN

4. TO APPROVE THE NONQUALIFIED OPTIONS TO PURCHASE I-LINK'S COMMON STOCK
GRANTED TO CERTAIN EXECUTIVE OFFICERS.

/ / FOR / / AGAINST / / ABSTAIN

5. TO APPROVE THE 2000 EMPLOYEE STOCK PURCHASE PLAN.

/ / FOR / / AGAINST / / ABSTAIN

Dated:
----------------------- -----------------------------------------
Signature
Dated:
___________________ ___________________________

Dated: ___________________ ___________________________----------------------- -----------------------------------------
Signature if held jointly

NOTE: When shares are held by joint tenants, both should sign. Persons signing
as Executor, Administrator, Trustee, etc. should so indicate. Please sign
exactly as the name appears on the proxy.

IF NO CONTRARY SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSAL 1.PROPOSALS 1,
2, 3, 4, AND 5.

PLEASE MARK, SIGN AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.