exv10w33



 



Exhibit 10.33


NOTE




	 	 	 
	 	 	
March 10, 2004
	$1,546,531.53	 	
San Diego, California



     FOR VALUE RECEIVED, Acceris Communications Inc., a Florida corporation
formerly known as I-Link Incorporated (the “Maker”) hereby promises 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 Five Hundred Forty-Six Thousand Five Hundred Thirty One and
53/l00ths Dollars ($1,546,531.53), 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 January 1, 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