exv10w32



 




Exhibit 10.32




NOTE



	 	 	 
	$2,577,070.00

	 	As of August 29, 2003

San Diego, California







     FOR VALUE RECEIVED, I-LINK INCORPORATED, a Florida corporation (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 Two Million Five Hundred Seventy-Seven
Thousand Seventy and 00/l00ths Dollars ($2,577,070.00), or if less, the
outstanding principal balance of the Indebtedness 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 at the rate and in the manner determined in accordance with the
provisions of that certain Loan Agreement dated as of November 13, 2003,
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.



	 	 	 
		 	
I-LINK INCORPORATED
	 	 	
By:
	 	 	


	 	 	
Its