EXHIBIT
        10.1

      


      FOURTH
        AMENDMENT 

      TO

      AMENDED
        AND RESTATED LOAN AGREEMENT

      


      


      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”).
        

      


      WHEREAS,
        the Borrower and Lender are parties to an Amended and Restated Loan Agreement
        as
        further amended, dated January 30, 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:

      


      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, all borrowings hereunder, together with any
        interest thereon, shall be due and payable on December 31, 2006 (the “Maturity
        Date”). In the event that legal Closing of the Transaction fails to occur, all
        borrowings hereunder, together with any interest thereon, shall be due and
        payable on April 30, 2006 (the “Maturity Date”). Interest shall accrue and be
        compounded quarterly and shall result in a corresponding increase in the
        principal amount of the Indebtedness.

       

      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 to Amended and Restated Loan Agreement,
        dated January
        30, 2004]

      


      


      


      


      ACCERIS
        COMMUNICATIONS INC.

       

       

      By:__________________________

      Name:

      Title:

       

      COUNSEL
        CORPORATION (US)

       

       

      By:__________________________

      Name:

      Title: