8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

May 26, 2004
Date of Report (date of Earliest Event Reported)

ACCERIS COMMUNICATIONS INC.

(Exact Name of Registrant as Specified in its Charter)

Florida	0-17973	59-2291344
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File No.)	(I.R.S. Employer Identification No.)

9775 Businesspark Avenue, San Diego, CA 92131
(Address of principal executive offices and zip code)

(858) 547-5700
(Registrant’s telephone number, including area code)

N/A
(Former name or former address, if changed from last report)

ITEM 5. OTHER EVENTS

During the quarter ended June 30, 2004, approximately $4.5 million was advanced by Counsel Corporation, including certain subsidiaries, (“Counsel”) to Acceris Communications Inc. (“Acceris”) pursuant to the existing keep well arrangement between Counsel and Acceris. The advances are evidenced by promissory notes attached hereto as Exhibits 10.44, 10.45 and 10.46.

On June 29, 2004, Acceris and Counsel agreed to extend the maturity date from June 30, 2005 to December 31, 2005 with respect to all outstanding loans payable owing to Counsel by Acceris as of June 30, 2004, which total approximately $47 million as of that date, including the three above referenced promissory notes. Accordingly, the underlying respective agreements and promissory notes, where appropriate, have been amended as of June 30, 2004 to reflect this extension and are attached hereto as Exhibits 10.47 through 10.52. All other terms of the respective loan agreements remain in effect. Advances under the affected loan agreements occurring after June 30, 2004 pursuant to the existing keep well arrangement will also be subject to the extended maturity date referenced above. The maturity date of the keep well agreement was not amended, and continues to be June 30, 2005. Counsel is the controlling shareholder of Acceris, owning approximately 92% of the outstanding shares of Acceris’ common stock.

ITEM 7. EXHIBITS

(c) Exhibits

10.44	$1,000,000 Note dated May 26, 2004
10.45	$248,020 Promissory Note dated June 30, 2004
10.46	$3,223,848 Promissory Note dated June 30, 2004
10.47	First Amendment to Loan Agreement dated October 1, 2003
10.48	Fourth Amendment to Senior Convertible Loan and Security Agreement dated March 1, 2001
10.49	First Amendment to Amended and Restated Loan Agreement dated January 30, 2004
10.50	First Amendment to Loan Agreement dated January 26, 2004
10.51	Amended and Restated Promissory Note ($2,050,000)
10.52	Amended and Restated Promissory Note ($7,600,000)

SIGNATURES

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

Date: July 19, 2004 By: /s/ Gary M. Clifford Name: Gary M. Clifford
Title: Chief Financial Officer and Vice President of Finance

EX-10.44

Exhibit 10.44

NOTE

May 26, 2004

$1,000,000.00 San Diego, California

     FOR VALUE RECEIVED, Acceris Communications Inc., a Florida corporation formerly known as I-Link Incorporated (the “Maker”) hereby promises effective as of May 26, 2004, to pay to the order of COUNSEL CORPORATION (US), a Delaware corporation (the “Payee”) in immediately available funds, on or before the Maturity Date, the principal sum of One Million Dollars ($1,000,000.00), pursuant to the Loan Agreement, as that term is defined below, together with interest thereon as provided herein. All capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Loan Agreement (as defined below).

     1.Loan Agreement. The unpaid principal balance of this Note shall bear interest commencing May 26, 2004, at the rate and in the manner determined in accordance with the provisions of that certain Amended and Restated Loan Agreement dated as of January 30, 2004, between the Maker and the Payee (as the same may be amended, modified, extended or restated, the “Loan Agreement”), the terms of which are incorporated herein by reference.

     2. Address for Payments. All payments made hereunder shall be paid in lawful money of the United States of America at Payee’s business address, or at such other place as the Payee may at any time or from time to time designate in writing to the Maker.

     3. Severability. If any part of this Note is declared invalid or unenforceable, such invalidity or unenforceability shall not affect the remainder of this Note, which shall continue in full force and effect. Any provision that is invalid or unenforceable in any application shall remain in full force and effect as to valid applications.

     4. Notices. All notices which are required or permitted hereunder shall be given by first class mail, to be confirmed by telephone.

     5. Governing Law. This Note shall be governed by and construed in accordance with the laws of the State of New York with the exception of the conflicts of laws provisions thereof.

     6. Authority. The party executing this Note for and on behalf of Maker warrants and represents that he has full power and authority to bind Maker for the uses and purposes as in this Note contained.

     7. Waivers.

          (a) Maker hereby waives and renounces, for itself and all its successors and assigns, all right to the benefit of any moratorium, reinstatement, marshalling, forbearance, valuation, stay, extension, redemption, appraisement, exemption and homestead now provided or which hereafter may be provided by the Constitution and laws of the United States of America and of any state thereof, as to itself and in and to all of its property, real and personal, against the enforcement and collection of the Indebtedness evidenced by this Note.

          (b) Presentment for payment, demand, protest and notice of demand, notice of dishonor and notice of nonpayment and all other notices are hereby waived by Maker.

     8. Prohibition on Assignment. Maker shall not give, grant, bargain, sell, transfer, assign, convey or deliver this Note or any of its obligations hereunder.

     IN WITNESS WHEREOF, the Maker has executed this Note as of the date and year first above written.

ACCERIS COMMUNICATIONS, INC.

By:

Its

EX-10.45

Exhibit 10.45

PROMISSORY NOTE

$248,020.96

June 30, 2004

     FOR VALUE RECEIVED, Acceris Communications Inc., a Florida corporation formerly known as I-Link Incorporated (the “Maker”) promises to pay to Counsel Corporation, an Ontario corporation, or its assigns (the “Payee”), in the lawful money of the United States of America (“Dollars” or “$”) the principal sum of Two-Hundred and Forty Eight Thousand and Twenty and 20/100ths Dollars funded from time to time by Payee to Maker, together with interest thereon as set forth herein, on or before the Maturity Date as provided below and in accordance with the provisions of that certain Loan Agreement dated as of January 26, 2004 between the Maker and Payee as the same may be amended, modified, extended or restated, the “Loan Agreement.” Capitalized terms used herein but not defined shall have the meanings ascribed to them in the Loan Agreement.

     1. Interest. The outstanding principal amount of this Promissory Note (the “Note”), together with unpaid interest, shall bear interest at the rate of ten percent (10%) per annum commencing on July 1, 2004, which interest shall accrue and be compounded quarterly and shall result in a corresponding increase in the principal amount of the Indebtedness.

     2. Time and Place of Payment. The Indebtedness shall be due and payable in full on December 31, 2005 (the “Maturity Date”); provided, however, the Maturity Date shall be accelerated to the date ten (10) calendar days following closing under or conclusion of each occurrence of (a) the sale or sales by Maker to a third party unrelated to Payee of the Buyers United, Inc. Series B Convertible Preferred Stock and/or the common stock into which such stock is convertible owned by Maker and held by Payee as security for the performance by Maker hereunder pursuant to the Stock Pledge Agreement between the Maker and Payee (as hereinafter defined), or any portion thereof (a “BUI Sale”) or (b) an equity investment or investments in Maker by a third party unrelated to Payee through the capital markets, whether pursuant to a registered offering or unregistered offering or other transaction (an “Equity Investment”); provided, further, however, that the Maturity Date shall be accelerated with respect only to the portion of the unpaid Indebtedness equal to the net amount received by Maker from any such BUI Sale or any such Equity Investment.

     3. The Indebtedness, including that portion of the Indebtedness represented by this Note, is secured pursuant to that Amended and Restated Stock Pledge Agreement between the Maker and Payee dated as of January 26, 2004, executed and delivered concurrent herewith as the same has been amended, modified, extended or restated, the “Stock Pledge Agreement.”

     4. Events of Default. The occurrence of any of the following events or conditions shall constitute an event of default (each an “Event of Default”):

     (a) Maker shall fail to pay any of the Indebtedness pursuant to terms of this Note;

     (b) Maker shall fail to comply with any term, obligation, covenant, or condition contained in any agreement between Maker and Payee (each, an “Agreement”);

     (c) Any warranty or representation made to Payee by Maker under any Agreement proves to have been false when made or furnished;

     (d) If Maker voluntarily files a petition under the federal Bankruptcy Act, as such Act may from time to time be amended, or under any similar or successor federal statute relating to bankruptcy, insolvency, arrangements or reorganizations, or under any state bankruptcy or insolvency act, or files an answer in an involuntary proceeding admitting insolvency or inability to pay debts, or if Maker is adjudged a bankrupt, or if a trustee or receiver is appointed for Maker’s property, or if Maker makes an assignment for the benefit of its creditors, or if there is an attachment, receivership, execution or other judicial seizure, then Payee may, at Payee’s option, declare all of the Indebtedness to be immediately due and payable without prior notice to Maker, and Payee may invoke any remedies permitted by this Note. Any attorneys’ fees and other expenses incurred by Payee in connection with Maker’s bankruptcy or any of the other events described in this Section 3 shall be additional Indebtedness of Maker secured by this Note.

     (e) There exists a material breach by Maker under (or a termination by any party of) a material contract of Maker (for purposes of this Section 4 a material contract shall mean any contract resulting in revenues of in excess of $10,000 per annum);

     (f) Maker is in default under any funded indebtedness, including but not limited to indebtedness evidenced by notes or capital leases, of Maker other than the amounts loaned pursuant to this Note; or

     (g) If Maker’s business undergoes a material adverse change in Payee’s reasonable opinion.

     If an Event of Default specified in Section 4(d) hereof occurs and is continuing, the principal amount of the Indebtedness, together with all accrued and unpaid interest thereon, shall automatically become and be immediately due and payable, without any declaration or other act on the part of Payee.

     5. Acceleration. Upon an Event of Default, the Payee may give written notice to the Maker of the occurrence of such Event of Default and Maker shall have the shorter of (i) thirty (30) days or (ii) such remedy period as set forth in the applicable provisions of Section 4 within which to cure such Event of Default. If the Event of Default is not cured within the applicable cure period, then, at the option of the Payee, Payee may declare the Maker in default (a “Default”) and all sums due hereunder shall become immediately due and payable.

     Any written notification from Payee to Maker hereunder shall be deemed to be written notification of an Event of Default, or Default, or rescission of Acceleration (as provided below), respectively, only if such notification, communication or other election shall (a) be clearly and distinctly identified as such a Notice of Event of Default, Notice of Default, or Notice of Rescission of Acceleration, respectively, and (b) be given by certified mail, return receipt requested or overnight delivery requiring acknowledgement of receipt, and any communication between the parties not so designated and delivered shall not be construed or deemed to be effective notice under this Section 5.

     6. Waivers. The Maker hereby waives presentment, demand for payment, notice of dishonor and any and all other notices or demands in connection with the delivery, acceptance, performance, default or enforcement of this Note and hereby consents to any waivers or modifications that may be granted or consented to by the Payee of this Note. No waiver by the Payee or any breach of any covenant of the Maker herein contained or any term or condition hereof shall be construed as a waiver of any subsequent breach of the same or of any other covenant, term or condition whatsoever.

     7. Enforcement. In the event that any Payee of this Note shall institute any action for the enforcement or the collection of this Note, there shall be immediately due and payable, in addition to the unpaid balance of this Note, all late charges, and all costs and expenses of such action including reasonable attorney’s fees. The Maker waives the right to interpose any setoff, counterclaim or defense of any nature or description whatsoever.

     8. Replacement of Note. Upon receipt by the Maker of evidence satisfactory to it of the loss, theft, destruction or mutilation of this Note, and (in case of loss, theft or destruction) of an indemnity reasonably satisfactory to it, and upon reimbursement to the Make of all reasonable expenses incidental thereto, and upon surrender and cancellation of this Note if mutilated, the Maker will make and delivery a new Note of like tenor in lieu of this Note.

     9. Amendments. This Note may not be changed, modified, amended, or terminated except by a writing duly executed by the Maker and the Payee.

     10. Governing Law. This Note shall be governed by, and construed in accordance with, the laws of the State of New York.

     11. Assignment. This Note may not be assigned, in whole or in part, by operation of law or otherwise, by the Maker without the prior written consent of the Payee in its sole and absolute discretion, and any purported assignment without the express prior written consent of the Payee shall be void ab initio. The Payee may assign any or all of its rights and interests hereunder to any party. Subject to the foregoing, this Note shall be binding upon, and inure to the benefit of, the successors and assigns of the Payee and the Maker.

[See attached Signature Page]

Signature Page
to Promissory Note
dated as of June 30, 2004

     IN WITNESS WHEREOF, the Maker has executed this Promissory Note by its duly authorized officer as of the 30th day of June, 2004.

ACCERIS COMMUNICATIONS INC.

By:

Name:

Title:

EX-10.46

Exhibit 10.46

PROMISSORY NOTE

$3,223,848.04

June 30, 2004

     FOR VALUE RECEIVED, Acceris Communications Inc., a Florida corporation formerly known as I-Link Incorporated (the “Maker”) promises to pay to Counsel Corporation, an Ontario corporation, or its assigns (the “Payee”), in the lawful money of the United States of America (“Dollars” or “$”) the principal sum of Three Million Two-Hundred and Twenty-Three Thousand Eight-Hundred and Forty Eight and 4/l00ths Dollars ($3,223,848.04) funded from time to time by Payee to Maker, together with interest thereon as set forth herein, on or before the Maturity Date as provided below and in accordance with the provisions of that certain Loan Agreement dated as of January 26, 2004 between the Maker and Payee as the same may be amended, modified, extended or restated, the “Loan Agreement.” Capitalized terms used herein but not defined shall have the meanings ascribed to them in the Loan Agreement.

     1. Interest. The outstanding principal amount of this Promissory Note (the “Note”), together with unpaid interest, shall bear interest at the rate of ten percent (10%) per annum commencing on the date funded as to principal hereunder, namely, commencing April 8, 2004 in respect of Eight-Hundred Thousand Dollars ($800,000.00) funded on that date reduced by Eighty Nine-Thousand Eight-Hundred and Six and 96/100ths Dollars ($89,806.96) of such amount repaid on April 30, 2004, commencing May 31, 2004 in respect of One Million One-Hundred and Twenty-Three Thousand Dollars ($1,123,000.00) funded on that date, commencing on June 18, 2004 in respect of One Million One-Hundred Thousand Dollars ($1,100,000.00) funded on that date, and commencing June 29, 2004 in respect of Two-Hundred and Ninety Thousand Six-Hundred and Fifty-Five Dollars ($290,655.00) funded on that date, which interest shall accrue and be compounded quarterly and shall result in a corresponding increase in the principal amount of the Indebtedness.

     2. Time and Place of Payment. The Indebtedness shall be due and payable in full on December 31, 2005 (the “Maturity Date”); provided, however, the Maturity Date shall be accelerated to the date ten (10) calendar days following closing under or conclusion of each occurrence of (a) the sale or sales by Maker to a third party unrelated to Payee of the Buyers United, Inc. Series B Convertible Preferred Stock and/or the common stock into which such stock is convertible owned by Maker and held by Payee as security for the performance by Maker hereunder pursuant to the Stock Pledge Agreement between the Maker and Payee (as hereinafter defined), or any portion thereof (a “BUI Sale”) or (b) an equity investment or investments in Maker by a third party unrelated to Payee through the capital markets, whether pursuant to a registered offering or unregistered offering or other transaction (an “Equity Investment”); provided, further, however, that the Maturity Date shall be accelerated with respect only to the portion of the unpaid Indebtedness equal to the net amount received by Maker from any such BUI Sale or any such Equity Investment.

     3. The Indebtedness, including that portion of the Indebtedness represented by this Note, is secured pursuant to that Amended and Restated Stock Pledge Agreement between the Maker and Payee dated as of January 26, 2004, executed and delivered concurrent herewith as the same has been amended, modified, extended or restated, the “Stock Pledge Agreement.”

     4. Events of Default. The occurrence of any of the following events or conditions shall constitute an event of default (each an “Event of Default”):

     (a) Maker shall fail to pay any of the Indebtedness pursuant to terms of this Note;

     (b) Maker shall fail to comply with any term, obligation, covenant, or condition contained in any agreement between Maker and Payee (each, an “Agreement”);

     (c) Any warranty or representation made to Payee by Maker under any Agreement proves to have been false when made or furnished;

     (d) If Maker voluntarily files a petition under the federal Bankruptcy Act, as such Act may from time to time be amended, or under any similar or successor federal statute relating to bankruptcy, insolvency, arrangements or reorganizations, or under any state bankruptcy or insolvency act, or files an answer in an

involuntary proceeding admitting insolvency or inability to pay debts, or if Maker is adjudged a bankrupt, or if a trustee or receiver is appointed for Maker’s property, or if Maker makes an assignment for the benefit of its creditors, or if there is an attachment, receivership, execution or other judicial seizure, then Payee may, at Payee’s option, declare all of the Indebtedness to be immediately due and payable without prior notice to Maker, and Payee may invoke any remedies permitted by this Note. Any attorneys’ fees and other expenses incurred by Payee in connection with Maker’s bankruptcy or any of the other events described in this Section 3 shall be additional Indebtedness of Maker secured by this Note.

     (e) There exists a material breach by Maker under (or a termination by any party of) a material contract of Maker (for purposes of this Section 4 a material contract shall mean any contract resulting in revenues of in excess of $10,000 per annum);

     (f) Maker is in default under any funded indebtedness, including but not limited to indebtedness evidenced by notes or capital leases, of Maker other than the amounts loaned pursuant to this Note; or

     (g) If Maker’s business undergoes a material adverse change in Payee’s reasonable opinion.

     If an Event of Default specified in Section 4(d) hereof occurs and is continuing, the principal amount of the Indebtedness, together with all accrued and unpaid interest thereon, shall automatically become and be immediately due and payable, without any declaration or other act on the part of Payee.

     5. Acceleration. Upon an Event of Default, the Payee may give written notice to the Maker of the occurrence of such Event of Default and Maker shall have the shorter of (i) thirty (30) days or (ii) such remedy period as set forth in the applicable provisions of Section 4 within which to cure such Event of Default. If the Event of Default is not cured within the applicable cure period, then, at the option of the Payee, Payee may declare the Maker in default (a “Default”) and all sums due hereunder shall become immediately due and payable.

     Any written notification from Payee to Maker hereunder shall be deemed to be written notification of an Event of Default, or Default, or rescission of Acceleration (as provided below), respectively, only if such notification, communication or other election shall (a) be clearly and distinctly identified as such a Notice of Event of Default, Notice of Default, or Notice of Rescission of Acceleration, respectively, and (b) be given by certified mail, return receipt requested or overnight delivery requiring acknowledgement of receipt, and any communication between the parties not so designated and delivered shall not be construed or deemed to be effective notice under this Section 5.

     6. Waivers. The Maker hereby waives presentment, demand for payment, notice of dishonor and any and all other notices or demands in connection with the delivery, acceptance, performance, default or enforcement of this Note and hereby consents to any waivers or modifications that may be granted or consented to by the Payee of this Note. No waiver by the Payee or any breach of any covenant of the Maker herein contained or any term or condition hereof shall be construed as a waiver of any subsequent breach of the same or of any other covenant, term or condition whatsoever.

     7. Enforcement. In the event that any Payee of this Note shall institute any action for the enforcement or the collection of this Note, there shall be immediately due and payable, in addition to the unpaid balance of this Note, all late charges, and all costs and expenses of such action including reasonable attorney’s fees. The Maker waives the right to interpose any setoff, counterclaim or defense of any nature or description whatsoever.

     8. Replacement of Note. Upon receipt by the Maker of evidence satisfactory to it of the loss, theft, destruction or mutilation of this Note, and (in case of loss, theft or destruction) of an indemnity reasonably satisfactory to it, and upon reimbursement to the Make of all reasonable expenses incidental thereto, and upon surrender and cancellation of this Note if mutilated, the Maker will make and delivery a new Note of like tenor in lieu of this Note.

     9. Amendments. This Note may not be changed, modified, amended, or terminated except by a writing duly executed by the Maker and the Payee.

     10. Governing Law. This Note shall be governed by, and construed in accordance with, the laws of the State of New York.

     11. Assignment. This Note may not be assigned, in whole or in part, by operation of law or otherwise, by the Maker without the prior written consent of the Payee in its sole and absolute discretion, and any purported assignment without the express prior written consent of the Payee shall be void ab initio. The Payee may assign any or all of its rights and interests hereunder to any party. Subject to the foregoing, this Note shall be binding upon, and inure to the benefit of, the successors and assigns of the Payee and the Maker.

[See attached Signature Page]

Signature Page
to Promissory Note
dated as of June 30, 2004

     IN WITNESS WHEREOF, the Maker has executed this Promissory Note by its duly authorized officer as of the 30th day of June, 2004.

ACCERIS COMMUICATIONS INC.

By:

Name:

Title:

EX-10.47

Exhibit 10.47

FIRST AMENDMENT
TO
LOAN AGREEMENT

     THIS FIRST AMENDMENT TO LOAN AGREEMENT is made and entered into as of June 30, 2004, by and between, Counsel Corporation (US), a Delaware corporation, (“Lender”) and Acceris Communications Inc. (formerly known as I-Link Incorporated), a Florida corporation (“Borrower”) (hereinafter collectively referred to as the “Parties”).

     WHEREAS, Acceris Communications Corp. (formerly known as WorldxChange Corp., a Delaware corporation (“WorldxChange”)), Lender and Borrower entered into a Loan and Security Agreement dated June 4, 2001, as heretofore amended (the “2001 Loan Agreement”); and

     WHEREAS, pursuant to an Assignment and Assumption Agreement dated as of October 1, 2003, between Lender and Borrower, Lender assigned to Borrower the total principal plus accrued interest of the indebtedness represented by and subject to the 2001 Loan Agreement and the Promissory Note of even date issued by WorldxChange in the principal amount of Nine Million Seven Hundred Forty-Three Thousand Four Hundred Seventy-Nine and 16/100ths Dollars ($9,743,479.16) (the “Assigned Debt”); and

     WHEREAS, Borrower and WorldxChange entered into that Stock Subscription and Purchase Agreement dated as of October 1, 2003 (the “Subscription Agreement”) pursuant to which Borrower contributed the Assigned Debt to WorldxChange in partial consideration for the issuance by WorldxChange of 221 shares of WorldxChange Common Stock; and

     WHEREAS, Borrower issued its Secured Promissory Note as of October 1, 2003, to Lender in the principal amount of Nine Million Seven Hundred Forty-Three Thousand Four Hundred Seventy-Nine and 16/l00ths Dollars ($9,743,479.16), which indebtedness is subject to the terms and conditions of the Loan Agreement; and

     WHEREAS, the repayment of the indebtedness represented by the Secured Promissory Note, (as the same may be amended, modified, extended or restated, the “Secured Promissory Note”) is secured pursuant to that Stock Pledge Agreement (as the same may be amended, modified, extended or restated, the “Stock Pledge Agreement”) between the Lender and the Borrower pursuant to which the Borrower granted to Lender a security interest in the Collateral described therein including all of the shares of common stock of WorldxChange issuable or issued to Borrower.

     WHEREAS, the Parties desire to further document, ratify and confirm the amendment to the Loan Agreement effective as of June 30, 2004 (the “Effective Date").

     NOW, THEREFORE, for good and valuable consideration the receipt and adequacy of which is hereby acknowledged it is agreed as follows:

1. Maturity Date. Effective as of the Effective Date, Section 1.4 of the Loan Agreement is hereby amended and restated in its entirety to read as follows:

“Section 1.4. Principal Repayment The outstanding principal balance of the Loan plus any accrued and unpaid interest thereon, together with any and all other Liabilities (as such term is defined in the Stock Pledge Agreement (collectively, the “Secured Obligations”), shall be due and payable on December 31, 2005 (the “Maturity Date”).”

     2. Effect on Loan Agreement and Loan Note. This First Amendment is not intended, nor shall it be construed, as a modification or termination of the Amended and Restated Debt Restructuring Agreement, dated October 15, 2002. Except as expressly provided herein, the Loan Agreement is hereby ratified and confirmed and remains in full force and effect in accordance with its terms.

     IN WITNESS WHEREOF, the Parties have executed this First Amendment as of the date first set forth above.

[See attached signature page]

Signature page
to
First Amendment to Loan Agreement
dated as of June 30, 2004

COUNSEL CORPORATION (US)
By:	__________________________
	Name:
	Title:
ACCERIS COMMUNICATIONS INC.
By:	__________________________
	Name:
	Title:

EX-10.48

Exhibit 10.48

FOURTH AMENDMENT
TO
SENIOR CONVERTIBLE LOAN AND SECURITY AGREEMENT

     THIS FOURTH AMENDMENT TO SENIOR CONVERTIBLE LOAN AND SECURITY AGREEMENT is made and entered into as of June 30, 2004 , by and between Acceris Communications Inc. (formerly known as I-Link Incorporated), a Florida corporation (the “Borrower”) and Counsel Corporation, an Ontario corporation (“Counsel Corp”), and Counsel Capital Corporation, an Ontario corporation (“Counsel Capital”), (collectively hereinafter referred to as the “Parties”).

     WHEREAS, Counsel Communications, LLC, a Delaware limited liability company (“CCOM”) having assigned ninety percent (90%) of its right title and interests in the Loan Agreement (as hereinafter defined) subject to the Amended Debt Restructuring Agreement (as hereinafter defined) on October 31, 2001, to Counsel Corp and ten percent (10%) of its right, title and interests to Counsel Capital (hereinafter Counsel Corp and Counsel Capital collectively referred to as the “Lender"); and

     WHEREAS, the Borrower and the Lender are Parties to a Senior Convertible Loan and Security Agreement, dated March 1, 2001 as amended by the First, Second and Third Amendments to Senior Convertible Loan and Security Agreement, dated May 8, 2001, March 1, 2003 and November 19, 2003 (collectively the “Loan Agreement”) and subject of the Amended and Restated Debt Restructuring Agreement dated October 15, 2002 between Borrower, Counsel Corporation (US), a Delaware corporation, and CCOM (the “Amended Debt Restructuring Agreement”); and

     WHEREAS, the Parties, inter alia, desire to amend the Loan Agreement effective as of June 30, 2004 (the “Effective Date”) as provided herein.

     NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the Parties agree as follows:

     1. Extension of Maturity Date. Effective as of the Effective Date, Section 4 of the Loan Agreement is hereby amended and restated in its entirety to read as follows:

     “Section 4. Term. This Agreement shall be effective from the date hereof and shall terminate on December 31, 2005, unless terminated earlier pursuant to the default provisions of this Agreement (the “Maturity Date”). Principal and interest shall be due and payable on the Maturity Date.”

2. Effect on Loan Agreement and Loan Note. This Fourth Amendment is not intended, nor shall it be construed, as a modification or termination of the Amended Debt Restructuring Agreement. Except as expressly provided herein, the Loan Agreement and the Loan Note annexed thereto are hereby ratified and confirmed and remain in full force and effect in accordance with their respective terms.

[See attached signature page]

Signature page
to
Fourth Amendment to Senior Convertible Loan and Security Agreement
dated as of June 30, 2004

     IN WITNESS WHEREOF, the Borrower and the Lender have executed this Fourth Amendment as the date first set forth above.

ACCERIS COMMUNICATIONS INC.
By:	__________________________
	Name:
	Title:
COUNSEL CORPORATION
By:	__________________________
	Name:
	Title:
COUNSEL CAPITAL CORPORATION
By:	__________________________
	Name:
	Title:

EX-10.49

Exhibit 10.49

FIRST AMENDMENT
TO
AMENDED AND RESTATED LOAN AGREEMENT

     THIS FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT is made and entered into as of June 30, 2004 (the “Effective Date”) by and between Acceris Communications Inc., formerly known as I-Link Incorporated, a Florida corporation (the “Borrower”) and Counsel Corporation (US), a Delaware corporation (the “Lender”).

     WHEREAS, the Borrower and Lender are parties to an Amended and Restated Loan Agreement, dated January 30, 2004 (the “Loan Agreement”) and the parties desire to amend the Loan Agreement as provided herein.

     NOW, THEREFORE, for good and valuable consideration the receipt and adequacy of which is hereby acknowledged it is agreed as follows:

     1. Extension of Maturity Date. Effective as of the Effective Date, Section 2 of the Loan Agreement is hereby amended and restated in its entirety to read as follows:

     All borrowings hereunder, together with any interest thereon, shall be due and payable to CCUS in one installment on December 31, 2005 (the “Maturity Date”). Interest shall accrue and be compounded quarterly and shall result in a corresponding increase in the principal amount of the Indebtedness.

     2. Effect on Loan Agreement and Loan Note. This First Amendment is not intended, nor shall it be construed, as a modification or termination of the Amended and Restated Debt Restructuring Agreement, dated October 15, 2002. Except as expressly provided herein, the Loan Agreement and the Note annexed thereto are hereby ratified and confirmed and remain in full force and effect in accordance with their respective terms.

     IN WITNESS WHEREOF, the Borrower and the Lender have executed this First Amendment as of the Effective Date.

[See attached signature page]

[Signature page to First Amendment to Amended and Restated Loan Agreement, dated
January 30, 2004]

ACCERIS COMMUNICATIONS INC.
By:	__________________________
	Name:
	Title:
COUNSEL CORPORATION (US)
By:	__________________________
	Name:
	Title:

EX-10.50

Exhibit 10.50

FIRST AMENDMENT
TO
LOAN AGREEMENT

      THIS FIRST AMENDMENT TO LOAN AGREEMENT is made and entered into as of June 30, 2004 (the “Effective Date”) by and between Acceris Communications Inc., formerly known as I-Link Incorporated, a Florida corporation (the “Borrower”) and Counsel Corporation, an Ontario corporation (the “Lender”).

      WHEREAS, the Borrower and Lender are parties to a Loan Agreement, dated January 26, 2004 (the “Loan Agreement”) and the parties desire to amend the Loan Agreement as provided herein.

      NOW, THEREFORE, for good and valuable consideration the receipt and adequacy of which is hereby acknowledged it is agreed as follows:

     1. Extension of Maturity Date. Effective as of the Effective Date, Section 2 of the Loan Agreement is hereby amended and restated in its entirety to read as follows:

     Payments of Principal and Interest. All borrowings hereunder, together with any interest thereon, shall be due and payable to Counsel Corp in one installment on December 31, 2005 (the “Maturity Date”); provided, however, the Maturity Date shall be accelerated to the date ten (10) calendar days following closing under or conclusion of each occurrence of (a) the sale or sales by Acceris to a third party unrelated to Counsel Corp of the Buyers United, Inc. Series B Convertible Preferred Stock and/or the common stock into which such stock is convertible owned by Acceris and held by Counsel Corp as security for the performance by Acceris hereunder pursuant to the Stock Pledge Agreement, or any portion thereof (a “BUI Sale”) or (b) an equity investment or investments in Acceris by a third party unrelated to Counsel Corp through the capital markets, whether pursuant to a registered offering or unregistered offering or other transaction (an “Equity Investment”); provided, further, however, that the Maturity Date shall be accelerated with respect only to the portion of the unpaid Indebtedness equal to the net amount received by Acceris from any such BUI Sale or any such Equity Investment.

     2. Effect on Loan Agreement and Loan Note. This First Amendment is not intended, nor shall it be construed, as a modification or termination of the Amended and Restated Debt Restructuring Agreement, dated October 15, 2002. Except as expressly provided herein, the Loan Agreement and the Note annexed thereto are hereby ratified and confirmed and remain in full force and effect in accordance with their respective terms.

      IN WITNESS WHEREOF, the Borrower and the Lender have executed this First Amendment as of the Effective Date.

[See attached signature page]

[Signature page to First Amendment Loan Agreement, dated
January 26, 2004]

ACCERIS COMMUNICATIONS INC.
By:	__________________________
	Name:
	Title:
COUNSEL CORPORATION
By:	__________________________
	Name:
	Title:

EX-10.51

Exhibit 10.51

AMENDED AND RESTATED PROMISSORY NOTE
(superceding Promissory Note of March 12, 2004)

$2,050,000.00 June 30, 2004

     FOR VALUE RECEIVED, Acceris Communications Inc., a Florida corporation formerly known as I-Link Incorporated (the “Maker”) promises to pay to Counsel Corporation, an Ontario corporation, or its assigns (the “Payee”), in the lawful money of the United States of America (“Dollars” or “$”) the principal sum of Two Million Dollars and Fifty Thousand ($2,050,000.00) funded from time to time by Payee to Maker, together with interest thereon as set forth herein, on or before the Maturity Date as provided below and in accordance with the provisions of that certain Loan Agreement dated as of January 26, 2004 between the Maker and Payee as the same may be amended, modified, extended or restated, the “Loan Agreement.” Capitalized terms used herein but not defined shall have the meanings ascribed to them in the Loan Agreement.

     1. Interest. The outstanding principal amount of this Promissory Note (the “Note”), together with unpaid interest, shall bear interest at the rate of ten percent (10%) per annum commencing on the date funded as to principal hereunder, namely, commencing February 17, 2004 in respect of One Million Dollars ($1,000,000.00) funded on that date, commencing February 27, 2004 in respect of One Million Dollars ($1,000,000.00) funded on that date, and commencing on March 12, 2004 in respect of Fifty Thousand ($50,000.00) funded on that date, which interest shall accrue and be compounded quarterly and shall result in a corresponding increase in the principal amount of the Indebtedness.

     2. Time and Place of Payment. The Indebtedness shall be due and payable in full on the Maturity Date; provided, however, the Maturity Date shall be accelerated to the date ten (10) calendar days following closing under or conclusion of each occurrence of (a) the sale or sales by Maker to a third party unrelated to Payee of the Buyers United, Inc. Series B Convertible Preferred Stock and/or the common stock into which such stock is convertible owned by Maker and held by Payee as security for the performance by Maker hereunder pursuant to the Stock Pledge Agreement between the Maker and Payee (as hereinafter defined), or any portion thereof (a “BUI Sale”) or (b) an equity investment or investments in Maker by a third party unrelated to Payee through the capital markets, whether pursuant to a registered offering or unregistered offering or other transaction (an “Equity Investment”); provided, further, however, that the Maturity Date shall be accelerated with respect only to the portion of the unpaid Indebtedness equal to the net amount received by Maker from any such BUI Sale or any such Equity Investment.

     3. The Indebtedness, including that portion of the Indebtedness represented by this Note, is secured pursuant to that Amended and Restated Stock Pledge Agreement between the Maker and Payee dated as of January 26, 2004, executed and delivered concurrent herewith as the same has been amended, modified, extended or restated, the “Stock Pledge Agreement.”

     4. Events of Default. The occurrence of any of the following events or conditions shall constitute an event of default (each an “Event of Default”):

     (a) Maker shall fail to pay any of the Indebtedness pursuant to terms of this Note;

     (b) Maker shall fail to comply with any term, obligation, covenant, or condition contained in any agreement between Maker and Payee (each, an “Agreement”);

     (c) Any warranty or representation made to Payee by Maker under any Agreement proves to have been false when made or furnished;

     (d) If Maker voluntarily files a petition under the federal Bankruptcy Act, as such Act may from time to time be amended, or under any similar or successor federal statute relating to bankruptcy, insolvency, arrangements or reorganizations, or under any state bankruptcy or insolvency act, or files an answer in an involuntary proceeding admitting insolvency or inability to pay debts, or if Maker is adjudged a bankrupt, or if a trustee or receiver is appointed for Maker’s property, or if Maker makes an assignment for the benefit of its creditors, or if there is an attachment, receivership, execution or other judicial seizure, then Payee may, at Payee’s option, declare all of the Indebtedness to be immediately due and payable without prior notice to Maker, and Payee

may invoke any remedies permitted by this Note. Any attorneys’ fees and other expenses incurred by Payee in connection with Maker’s bankruptcy or any of the other events described in this Section 3 shall be additional Indebtedness of Maker secured by this Note.

     (e) There exists a material breach by Maker under (or a termination by any party of) a material contract of Maker (for purposes of this Section 4 a material contract shall mean any contract resulting in revenues of in excess of $10,000 per annum);

     (f) Maker is in default under any funded indebtedness, including but not limited to indebtedness evidenced by notes or capital leases, of Maker other than the amounts loaned pursuant to this Note; or

     (g) If Maker’s business undergoes a material adverse change in Payee’s reasonable opinion.

     If an Event of Default specified in Section 4(d) hereof occurs and is continuing, the principal amount of the Indebtedness, together with all accrued and unpaid interest thereon, shall automatically become and be immediately due and payable, without any declaration or other act on the part of Payee.

     5. Acceleration. Upon an Event of Default, the Payee may give written notice to the Maker of the occurrence of such Event of Default and Maker shall have the shorter of (i) thirty (30) days or (ii) such remedy period as set forth in the applicable provisions of Section 4 within which to cure such Event of Default. If the Event of Default is not cured within the applicable cure period, then, at the option of the Payee, Payee may declare the Maker in default (a “Default”) and all sums due hereunder shall become immediately due and payable.

     Any written notification from Payee to Maker hereunder shall be deemed to be written notification of an Event of Default, or Default, or rescission of Acceleration (as provided below), respectively, only if such notification, communication or other election shall (a) be clearly and distinctly identified as such a Notice of Event of Default, Notice of Default, or Notice of Rescission of Acceleration, respectively, and (b) be given by certified mail, return receipt requested or overnight delivery requiring acknowledgement of receipt, and any communication between the parties not so designated and delivered shall not be construed or deemed to be effective notice under this Section 5.

     6. Waivers. The Maker hereby waives presentment, demand for payment, notice of dishonor and any and all other notices or demands in connection with the delivery, acceptance, performance, default or enforcement of this Note and hereby consents to any waivers or modifications that may be granted or consented to by the Payee of this Note. No waiver by the Payee or any breach of any covenant of the Maker herein contained or any term or condition hereof shall be construed as a waiver of any subsequent breach of the same or of any other covenant, term or condition whatsoever.

     7. Enforcement. In the event that any Payee of this Note shall institute any action for the enforcement or the collection of this Note, there shall be immediately due and payable, in addition to the unpaid balance of this Note, all late charges, and all costs and expenses of such action including reasonable attorney’s fees. The Maker waives the right to interpose any setoff, counterclaim or defense of any nature or description whatsoever.

     8. Replacement of Note. Upon receipt by the Maker of evidence satisfactory to it of the loss, theft, destruction or mutilation of this Note, and (in case of loss, theft or destruction) of an indemnity reasonably satisfactory to it, and upon reimbursement to the Make of all reasonable expenses incidental thereto, and upon surrender and cancellation of this Note if mutilated, the Maker will make and delivery a new Note of like tenor in lieu of this Note.

     9. Amendments. This Note may not be changed, modified, amended, or terminated except by a writing duly executed by the Maker and the Payee.

     10. Governing Law. This Note shall be governed by, and construed in accordance with, the laws of the State of New York.

     11. Assignment. This Note may not be assigned, in whole or in part, by operation of law or otherwise, by the Maker without the prior written consent of the Payee in its sole and absolute discretion, and any purported assignment without the express prior written consent of the Payee shall be void ab initio. The Payee may assign any

or all of its rights and interests hereunder to any party. Subject to the foregoing, this Note shall be binding upon, and inure to the benefit of, the successors and assigns of the Payee and the Maker.

[See attached Signature Page]

Signature Page
to Amended and Restated Promissory Note
dated as of June 30, 2004

     IN WITNESS WHEREOF, the Maker has executed this Amended and Restated Promissory Note by its duly authorized officer as of the 30th day of June, 2004.

ACCERIS COMMUNICATIONS INC.

By:

Name:

Title:

EX-10.52

Exhibit 10.52

AMENDED AND RESTATED
PROMISSORY NOTE
(Superceding Amended and Restated Promissory Note of January 26, 2004)

$7,600,000.00 June 30, 2004

     FOR VALUE RECEIVED, Acceris Communications Inc., formerly known as I-Link Incorporated (the “Maker”) promises to pay to Counsel Corporation, an Ontario corporation, or its assigns (the “Payee”), in the lawful money of the United States of America (“Dollars” or “$”) the principal sum of Seven Million Six Hundred Thousand Dollars ($7,600,000) funded from time to time by Payee to Maker, together with interest thereon as set forth herein, on or before the Maturity Date as provided below and in accordance with the provisions of that certain Loan Agreement dated as of January 26, 2004, between the Maker and Payee as the same may be amended, modified, extended or restated, the “Loan Agreement.” Capitalized terms used herein but not defined shall have the meanings ascribed to them in the Loan Agreement.

     1. Interest. The outstanding principal amount of this Promissory Note (the “Note”), evidencing advances to the Maker by Payee in November 2003 and December 2003 in the aggregate principal amount of Five Million Six Hundred Thousand Dollars ($5,600,000) and an advance on January 26, 2004 in the principal amount of Two Million Dollars ($2,000,000), together with unpaid interest (the “Indebtedness”), shall bear interest at the rate of ten percent (10%) per annum commencing on the date funded as to principal hereunder, which interest shall accrue and be compounded quarterly and shall result in a corresponding increase in the principal amount of the Indebtedness. This Note supercedes and replaces the Amended and Restated Promissory Note dated as of January 26, 2004 in the principal amount of Seven Million Six Hundred Thousand Dollars issued by Maker to Payee.

     2. Time and Place of Payment. The Indebtedness shall be due and payable in full on the Maturity Date; provided, however, the Maturity Date shall be accelerated to the date ten (10) calendar days following closing under or conclusion of each occurrence of (a) the sale or sales by Maker to a third party unrelated to Payee of the Buyers United, Inc. Series B Convertible Preferred Stock and/or the common stock into which such stock is convertible owned by Maker and held by Payee as security for the performance by Maker hereunder pursuant to the Stock Pledge Agreement between the Maker and Payee (as hereinafter defined), or any portion thereof (a “BUI Sale”) or (b) an equity investment or investments in Maker by a third party unrelated to Payee through the capital markets, whether pursuant to a registered offering or unregistered offering or other transaction (an “Equity Investment”); provided, further, however, that the Maturity Date shall be accelerated with respect only to the portion of the unpaid Indebtedness equal to the net amount received by Maker from any such BUI Sale or any such Equity Investment. The Maker may from time to time, in its discretion, make one or more periodic payments of Indebtedness to the Payee. All amounts due hereunder are payable in Dollars in immediately payable funds at the Payee’s principal office (or at such other office of the Payee as may be designated from time to time in writing by the Payee) for the account of the Payee, not later than 11:00 a.m., New York City time, on the due date therefor. If any payment on or with respect to this Note becomes due and payable on a Saturday, Sunday, or any other day on which commercial banks are required or authorized by law or regulation to be closed in New York City, such amount shall be payable on the next succeeding day which is not a Saturday, Sunday or other day on which commercial banks are so required or authorized to be closed.

     3. The Indebtedness, including that portion of the Indebtedness represented by this Note, is secured pursuant to that Amended and Restated Stock Pledge Agreement between the Maker and Payee dated as of January 26, 2004, executed and delivered concurrent herewith as the same has been amended, modified, extended or restated, the “Stock Pledge Agreement.”

     4. Events of Default. The occurrence of any of the following events or conditions shall constitute an event of default (each an “Event of Default”):

     (a) Maker shall fail to pay any of the Indebtedness pursuant to terms of this Note;

     (b) Maker shall fail to comply with any term, obligation, covenant, or condition contained in any agreement between Maker and Payee (each, an “Agreement”);

     (c) Any warranty or representation made to Payee by Maker under any Agreement proves to have been false when made or furnished;

     (d) If Maker voluntarily files a petition under the federal Bankruptcy Act, as such Act may from time to time be amended, or under any similar or successor federal statute relating to bankruptcy, insolvency, arrangements or reorganizations, or under any state bankruptcy or insolvency act, or files an answer in an involuntary proceeding admitting insolvency or inability to pay debts, or if Maker is adjudged a bankrupt, or if a trustee or receiver is appointed for Maker’s property, or if Maker makes an assignment for the benefit of its creditors, or if there is an attachment, receivership, execution or other judicial seizure, then Payee may, at Payee’s option, declare all of the Indebtedness to be immediately due and payable without prior notice to Maker, and Payee may invoke any remedies permitted by this Note. Any attorneys’ fees and other expenses incurred by Payee in connection with Maker’s bankruptcy or any of the other events described in this Section 4 shall be additional Indebtedness of Maker secured by this Note;

     (e) There exists a material breach by Maker under (or a termination by any party of) a material contract of Maker (for purposes of this Section 4 a material contract shall mean any contract resulting in revenues of in excess of $10,000 per annum);

     (f) Maker is in default under any funded indebtedness, including but not limited to indebtedness evidenced by notes or capital leases, of Maker other than the amounts loaned pursuant to this Note; or

     (g) If Maker’s business undergoes a material adverse change in Payee’s reasonable opinion.

     If an Event of Default specified in Section 4(d) hereof occurs and is continuing, the principal amount of the Indebtedness, together with all accrued and unpaid interest thereon, shall automatically become and be immediately due and payable, without any declaration or other act on the part of Payee.

     5. Acceleration. Upon an Event of Default, the Payee may give written notice to the Maker of the occurrence of such Event of Default and Maker shall have the shorter of (i) thirty (30) days or (ii) such remedy period as set forth in the applicable provisions of Section 4 within which to cure such Event of Default. If the Event of Default is not cured within the applicable cure period, then, at the option of the Payee, Payee may declare the Maker in default (a “Default”) and all sums due hereunder shall become immediately due and payable.

     Any written notification from Payee to Maker hereunder shall be deemed to be written notification of an Event of Default, or Default, or rescission of Acceleration (as provided below), respectively, only if such notification, communication or other election shall (a) be clearly and distinctly identified as such a Notice of Event of Default, Notice of Default, or Notice of Rescission of Acceleration, respectively, and (b) be given by certified mail, return receipt requested or overnight delivery requiring acknowledgement of receipt, and any communication between the parties not so designated and delivered shall not be construed or deemed to be effective notice under this Section 5.

     6. Waivers. The Maker hereby waives presentment, demand for payment, notice of dishonor and any and all other notices or demands in connection with the delivery, acceptance, performance, default or enforcement of this Note and hereby consents to any waivers or modifications that may be granted or consented to by the Payee of this Note. No waiver by the Payee or any breach of any covenant of the Maker herein contained or any term or condition hereof shall be construed as a waiver of any subsequent breach of the same or of any other covenant, term or condition whatsoever.

     7. Enforcement. In the event that Payee of this Note shall institute any action for the enforcement or the collection of this Note, there shall be immediately due and payable, in addition to the unpaid balance of this Note, all late charges, and all costs and expenses of such action including reasonable attorney’s fees. The Maker waives the right to interpose any setoff, counterclaim or defense of any nature or description whatsoever.

     8. Replacement of Note. Upon receipt by the Maker of evidence satisfactory to it of the loss, theft, destruction or mutilation of this Note, and (in case of loss, theft or destruction) of an indemnity reasonably satisfactory to it, and upon reimbursement to the Make of all reasonable expenses incidental thereto, and upon surrender and cancellation of this Note if mutilated, the Maker will make and deliver a new Note of like tenor in lieu of this Note.

     9. Amendments. This Note may not be changed, modified, amended, or terminated except by a writing duly executed by the Maker and the Payee.

     10. Governing Law. This Note shall be governed by, and construed in accordance with, the laws of the State of New York.

     11. Assignment. This Note may not be assigned, in whole or in part, by operation of law or otherwise, by the Maker without the prior written consent of the Payee in its sole and absolute discretion, and any purported assignment without the express prior written consent of the Payee shall be void ab initio. The Payee may assign any or all of its rights and interests hereunder to any party. Subject to the foregoing, this Note shall be binding upon, and inure to the benefit of, the successors and assigns of the Payee and the Maker.

[See attached Signature Page]

Signature Page
to Amended and Restated Promissory Note
dated as of June 30, 2004

     IN WITNESS WHEREOF, the Maker has executed this Amended and Restated Promissory Note by its duly authorized officer as of the 30th day of June, 2004.

ACCERIS COMMUNICATIONS INC.

By:

Name:

Title: