0001144204-05-024233 Sample Contracts

AMENDMENT NUMBER TEN TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • August 9th, 2005 • Acceris Communications Inc • Telegraph & other message communications • California

This AMENDMENT NUMBER TEN TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into as of June 22, 2005, among ACCERIS MANAGEMENT AND ACQUISITION, LLC, a Minnesota limited liability company (“Lender”), and ACCERIS COMMUNICATIONS CORP., a Delaware corporation formerly known as WorldxChange Corp. (“ACC”) and ACCERIS COMMUNICATIONS INC., a Florida corporation formerly known as I-Link, Incorporated (“ACI,” and, together with ACC, each individually a “Borrower” and together the “Borrowers”), with reference to the following:

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FOURTH AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT
Loan Agreement • August 9th, 2005 • Acceris Communications Inc • Telegraph & other message communications

THIS FOURTH AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT is made and entered into as of July 6, 2005 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”).

FOURTH AMENDMENT TO LOAN AGREEMENT
Loan Agreement • August 9th, 2005 • Acceris Communications Inc • Telegraph & other message communications

THIS FOURTH AMENDMENT TO LOAN AGREEMENT is made and entered into as of July 6, 2005 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”).

SEVENTH AMENDMENT TO SENIOR CONVERTIBLE LOAN AND SECURITY AGREEMENT
Senior Convertible Loan and Security Agreement • August 9th, 2005 • Acceris Communications Inc • Telegraph & other message communications

THIS SEVENTH AMENDMENT TO SENIOR CONVERTIBLE LOAN AND SECURITY AGREEMENT is made and entered into as of July 6, 2005 , 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”).

FOURTH AMENDMENT TO LOAN AGREEMENT
Loan Agreement • August 9th, 2005 • Acceris Communications Inc • Telegraph & other message communications

THIS FOURTH AMENDMENT TO LOAN AGREEMENT is made and entered into as of July 6, 2005, 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”).

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