COVENANT NOT TO SUE

This Covenant Not to Sue (the "Covenant Not to Sue") by and between I-Link,
Incorporated, a Florida corporation ("I-Link"), its officers, directors, agents,
employees, subsidiaries, parent entities, affiliates, and each of their
respective officers, directors, agents, and employees (the "Covenanting
Parties") and Winter Harbor, LLC, a Delaware limited liability company ("Winter
Harbor"), its officers, directors, agents, employees, parent entities, direct
and indirect shareholders and partners and each of their respective officers,
directors, agents and employees (the "Beneficiaries") is entered into and made
effective on this 1st day of March, 2001 (the "Effective Date").

                                   WITNESSETH:

WHEREAS, at the request of, and to the benefit of I-Link, Winter Harbor is
relinquishing to a third party all of its ownership, dominion and control in its
holdings of debt and equity securities of I-Link; and

WHEREAS, as part of that transaction, the Covenanting Parties, including,
without limitation, I-Link, wish to finally resolve any and all matters between
themselves and the Beneficiaries, including, without limitation, binding
themselves not to commence any actions, claims or proceedings against the
Beneficiaries;

NOW THEREFORE, for good and valuable consideration, the sufficiency and receipt
of which are expressly covenanted to by the Covenanting Parties, it is hereby
agreed by the Covenanting Parties as follows:

1.       COVENANT NOT TO SUE. I-Link covenants and agrees, and hereby undertakes
         to have each of the Covenanting Parties undertake and agree, that from
         and after the Effective Date, it and they will not, directly or
         indirectly, initiate, file, commence or prosecute, or assist in the
         filing, commencement or prosecution of, any action, claim or
         proceeding, whether premised on facts either known or presently
         unknown, against any or all of the Beneficiaries in any federal, state,
         local or foreign court, arbitral forum or administrative agency. I-Link
         and the other Covenanting Parties agree that under no condition will
         I-Link, any entity or person under its control, directly or indirectly,
         or the Covenanting Parties initiate, file, commence or prosecute, or
         assist in the initiation, filing, commencement or prosecution of any
         action, claim or proceeding against any or all of the Beneficiaries.
         Except pursuant to an order entered by a competent judicial authority,
         the Covenanting Parties shall not render assistance of any kind,
         including, without limitation, the provision of documents or
         information, to any person or entity who has or is threatening to
         initiate, file, commence or prosecute any action, claim or proceeding
         against any or all of the Beneficiaries.

2.       DISMISSAL OF ACTIONS. In the event any action, claim or proceeding is
         initiated, filed, commenced or prosecuted, directly or indirectly, by
         or on behalf of any of I-Link or the Covenanting Parties against any of
         the Beneficiaries in any federal, state, local or foreign court,
         arbitral forum or administrative agency, within two (2) days of the
         receipt of a written notice sent to the offices of I-Link, the
         Covenanting Parties or the designated agent set forth in Section 8
         hereof shall execute and consent to the submission and/or filing of all
         documents, affidavits, stipulations or other pleading or papers as may
         be necessary to effectuate a total and complete dismissal, with
         prejudice, or equivalent final and irrevocable resolution, of any such
         action, claim or proceeding. The Covenanting Parties shall bear all of
         the Beneficiaries' costs and attorney's fees associated



         with the dismissal with prejudice or other final resolution of any
         action, claim or proceeding subject to this Covenant Not to Sue.

3.       COVENANT NOT TO SUE DEFENSE. The Covenanting Parties consent to the
         interposition of this Covenant Not to Sue as a full and complete
         defense to, or an abatement of, and may be used as the basis for an
         injunction against, any action, claim or proceeding initiated, filed,
         commenced or prosecuted, directly or indirectly, against the
         Beneficiaries whatsoever.

4.       SPECIFIC PERFORMANCE. The Covenanting Parties acknowledge, confirm, and
         agree that damages may be inadequate for a breach or a threatened
         breach of this Covenant Not to Sue and, in the event of a breach or
         threatened breach hereof, the respective rights and obligations
         hereunder shall be immediately enforceable by specific performance,
         injunction, or other equitable remedy. The Covenanting Parties shall
         raise no equitable or legal defense to any action to enforce specific
         performance of this Covenant Not to Sue, whether such action is by way
         of a legal or equitable proceeding. Nothing contained in this Section 4
         shall limit or affect any rights at law or otherwise of the
         Beneficiaries for a breach or threatened breach of any provision
         hereof, it being the intent of this provision to make clear that the
         respective rights and obligations of the Beneficiaries shall be
         enforceable in equity as well as at law or otherwise.

5.       BINDING EFFECT. This Covenant Not To Sue shall be binding on the legal
         representatives, heirs, successors, and assigns of each of the
         Covenanting Parties and shall inure to the benefit of the successors
         and assigns of each of the Beneficiaries.

6.       EXECUTION AND FURTHER DOCUMENTS. This Covenant Not To Sue may be
         executed in any number of counterparts, each of which shall be deemed
         an original and all of which shall be deemed for all purposes one
         agreement. Each of the Covenanting Parties agrees to execute any
         further documents, instruments or other writing as the Beneficiaries,
         in their sole discretion, deem are required to obtain the full benefit
         of the Covenant Not to Sue granted hereunder.

7.       CHOICE OF LAW/FORUM. This Covenant Not to Sue, any performance under
         it, and any disputes arising under it shall be governed exclusively by
         the law of the State of New York, without giving effect to their
         conflict of laws principles. The Covenanting Parties expressly consent
         to the exclusive forum, jurisdiction, and venue of the Courts of the
         State of New York and the United States District Court for the Southern
         District of New York in any and all actions, disputes, or controversies
         arising out of or relating to this Covenant Not to Sue, including,
         without limitation, any proceeding to seek injunctive relief to bar any
         action, claim or proceeding from continuing.

8.       POWER OF ATTORNEY. Each of the Covenanting Parties grants to I-Link a
         limited irrevocable power of attorney, coupled with an interest,
         sufficient to permit I-Link to execute such documents, instruments or
         other writings as are necessary and proper to give full force and
         effect to this Covenant Not to Sue.

Dated:  March 1, 2001


-----------------------------
By:
Title:
(on behalf of I-Link and the
 other covenanting Parties)