EXHIBIT
        10.6

      


      PROMISSORY
        NOTE

       

      
        	$6,845,692.00 	
                March
                  31,
                  2005

              


      

       

      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 Six Million
        Eight Hundred and Forty-Five Thousand Six Hundred and Ninety-Two and 0/l00ths
        Dollars ($6,845,692.00) 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
                  January 4, 2005 in respect of Four-Hundred and Forty-Five Thousand
                  Six-Hundred and Ninety-Two Dollars ($445,692.00) funded on that
                  date,
                  

              


      

      
        	·  	
                commencing
                  January 12, 2005 in respect of Five-Hundred Thousand Dollars ($500,000.00)
                  funded on that date, 

              


      

      
        	·  	
                commencing
                  January 20, 2005 in respect of Five-Hundred Thousand Dollars ($500,000.00)
                  funded on that date, 

              


      

      
        	·  	
                commencing
                  January 27, 2005 in respect of Five-Hundred Thousand Dollars ($500,000.00)
                  funded on that date, 

              


      

      
        	·  	
                commencing
                  February 2, 2005 in respect of Five-Hundred Thousand Dollars ($500,000.00)
                  funded on that date, 

              


      

      
        	·  	
                commencing
                  February 9, 2005 in respect of Five-Hundred Thousand Dollars ($500,000.00)
                  funded on that date, 

              


      

      
        	·  	
                commencing
                  February 16, 2005 in respect of Five-Hundred Thousand Dollars
                  ($500,000.00) funded on that date, 

              


      

      
        	·  	
                commencing
                  February 24, 2005 in respect of Five-Hundred Thousand Dollars
                  ($500,000.00) funded on that date, 

              


      

      
        	·  	
                commencing
                  March 4, 2005 in respect of Five-Hundred Thousand Dollars ($500,000.00)
                  funded on that date, 

              


      

      
        	·  	
                commencing
                  March 9, 2005 in respect of Three-Hundred Thousand Dollars ($300,000.00),
                  

              


      

      
        	·  	
                commencing
                  March 11, 2005 in respect of Five-Hundred Thousand Dollars ($500,000.00)
                  funded on that date, 

              


      

      
        	·  	
                commencing
                  March 18, 2005 in respect of Five-Hundred Thousand Dollars ($500,000.00)
                  funded on that date, 

              


      

      
        	·  	
                commencing
                  March 28, 2005 in respect of Five-Hundred Thousand Dollars ($500,000.00)
                  funded on that date, 

              


      

      
        	·  	
                commencing
                  March 29, 2005 in respect of Five-Hundred Thousand Dollars ($500,000.00)
                  funded on that date funded on that date,


              


      

      
        	·  	
                commencing
                  March 31, 2005 in respect of One-Hundred Thousand Dollars ($100,000.00)
                  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 April 30, 2006 (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 March 31, 2005

      


      IN
        WITNESS WHEREOF, the Maker has executed this Promissory Note by its duly
        authorized officer as of the 31st day of March, 2005.

      


      


      ACCERIS
        COMMUNICATIONS INC.

       

      By:
        _____________________________

      Name:
        ___________________________

      Title:
        ____________________________