EXHIBIT
        10.4

      


      FOURTH
        AMENDMENT 

      TO
        

      LOAN
        AGREEMENT

       

      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”).
        

      


      WHEREAS,
        the Borrower and Lender are parties to a Loan Agreement as amended, dated
        January 26, 2004 (the "Loan
        Agreement”)
        and
        the parties desire to further amend the Loan Agreement with effect from May
        16,
        2005 (“the Effective
        Date”)
        as
        provided herein.

      


      NOW,
        THEREFORE, for good and valuable consideration the receipt and adequacy of
        which
        is hereby acknowledged it is agreed as follows:

      


      1. Extension
        of Maturity Date.
        Effective as of the Effective Date, Section 2 of the Loan Agreement is hereby
        amended and restated in its entirety to read as follows:

      


      Payments
        of Principal and Interest.
        All
        borrowings hereunder, together with any interest thereon, shall be due and
        payable to Counsel Corporation in one installment on April 30, 2006 (the
        “Maturity Date”) provided that the Maturity Date shall be further extended to
        December 31, 2006 upon the legal Closing of the transaction with North Central
        Equity LLC (the “Transaction”) for the sale of substantially all of the
        telecommunication assets of Acceris Communications Corp; provided, further,
        however, that notwithstanding the above, 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 Acceris to a third party unrelated
        to
        Counsel Corp of the Buyers United, Inc. Series B Convertible Preferred Stock
        and/or the common stock into which such stock is convertible owned by Acceris
        and held by Counsel Corp as security for the performance by Acceris hereunder
        pursuant to the Stock Pledge Agreement, or any portion thereof (a “BUI Sale”) or
        (b) an equity investment or investments in Acceris by a third party unrelated
        to
        Counsel Corp 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 Acceris from any such BUI Sale or any such Equity Investment.
        

       

      2. Effect
        on Loan Agreement and Loan Note.
        This
        Fourth Amendment is not intended, nor shall it be construed, as a modification
        or termination of the Amended and Restated Debt Restructuring Agreement,
        dated
        October 15, 2002. Except as expressly provided herein, the Loan Agreement
        and
        the Note annexed thereto are hereby ratified and confirmed and remain in
        full
        force and effect in accordance with their respective terms. 

      


      IN
        WITNESS WHEREOF, the Borrower and the Lender have executed this Fourth Amendment
        as of July 6, 2005.

       

      


      [See
        attached signature page]


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      [Signature
        page to Fourth Amendment Loan Agreement, dated January
        26, 2004]

      


      
 

      ACCERIS
        COMMUNICATIONS INC.

       

       

      By:__________________________

      Name:

      Title:

       

      COUNSEL
        CORPORATION

       

       

      By:__________________________

      Name:

      Title: