0001104659-03-007730 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • April 30th, 2003 • I Link Inc • Telegraph & other message communications • Delaware

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made as of the 1st day of May 2002 (the “Effective Date”) by and between WorldxChange Corp., a Delaware corporation (the “Company”), and Kenneth L. Hilton (“Executive”).

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AMENDED AND RESTATED DEBT RESTRUCTURING AGREEMENT
Debt Restructuring Agreement • April 30th, 2003 • I Link Inc • Telegraph & other message communications • Florida

This Debt Restructuring Agreement is entered into this 15th day of October 2002 between I-Link Incorporated, a Florida corporation (“I-Link”), Counsel Corporation (US), a Delaware corporation (“Counsel”), and Counsel Springwell Communications LLC, a Delaware limited liability company formerly known as Counsel Communications LLC (“Counsel Springwell”).

EMPLOYMENT AGREEMENT
Employment Agreement • April 30th, 2003 • I Link Inc • Telegraph & other message communications • Delaware

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made as of the 1st day of July 2002 by and between WorldxChange Corp., a Delaware corporation (the “Company”), and James Ducay (“Executive”).

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