EXHIBIT
        10.3

      


      SEVENTH
        AMENDMENT

      TO
        

      SENIOR
        CONVERTIBLE LOAN AND SECURITY AGREEMENT

      


       

      THIS
        SEVENTH AMENDMENT TO SENIOR CONVERTIBLE LOAN AND SECURITY
        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 (“Counsel Corp”), and Counsel
        Capital Corporation, an Ontario corporation (“Counsel Capital”), (collectively
        hereinafter referred to as the “Parties”).

      


      WHEREAS,
        Counsel
        Communications, LLC, a Delaware limited liability company (“CCOM”)
        having
        assigned ninety percent (90%) of its right title and interests in the Loan
        Agreement (as hereinafter defined) subject to the Amended Debt Restructuring
        Agreement (as hereinafter defined) on October 31, 2001, to Counsel Corp and
        ten
        percent (10%) of its right, title and interests to Counsel Capital (hereinafter
        Counsel Corp and Counsel Capital collectively referred to as the “Lender”);
        and

      


      WHEREAS,
        the
        Borrower and the Lender are Parties to a Senior Convertible Loan and Security
        Agreement, dated March 1, 2001 as amended by the First, Second, Third, Fourth,
        Fifth and Sixth Amendments to Senior Convertible Loan and Security Agreement,
        dated May 8, 2001, March 1, 2003, November 19, 2003, June 30, 2004, December
        7,
        2004, and April 28, 2005 (collectively the “Loan
        Agreement”)
        and
        subject of the Amended and Restated Debt Restructuring Agreement dated October
        15, 2002 between Borrower, Counsel Corporation (US), a Delaware corporation,
        and
        CCOM (the “Amended
        Debt Restructuring Agreement”);
        and

      


      WHEREAS,
        the
        Parties, inter alia, desire to amend the Loan Agreement effective as of 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, the Parties agree as follows:

      


      1. Extension
        of Maturity Date.
        Effective as of the Effective Date, Section 4 of the Loan Agreement is hereby
        amended and restated in its entirety to read as follows:

      


      “Section
        4. Term.
        This
        Agreement shall be effective from the date hereof and shall terminate on
        April
        30, 2006, unless terminated earlier pursuant to the default provisions of
        this
        Agreement (the “Maturity
        Date”).
        Principal and interest shall be due and payable on the Maturity Date.”
        Notwithstanding the forgoing, upon the legal Closing of the transaction with
        North Central Equity LLC for the sale of substantially all of the
        telecommunication assets of Acceris Communications Corp, this Agreement shall
        terminate on December 31, 2006 and such date shall become the Maturity Date
        unless terminated earlier pursuant to the default provisions of this Agreement.
        

      


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

      


      [See
        attached signature page]


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      Signature
        page 

      to
        

      Seventh
        Amendment to Senior Convertible Loan and Security Agreement


      dated
        as of July 6, 2005

      


      


      IN
        WITNESS WHEREOF,
        the
        Borrower and the Lender have executed this Seventh Amendment as the date
        first
        set forth above.

      


      ACCERIS
        COMMUNICATIONS INC.

       

       

      By:__________________________

      Name:

      Title:

       

       

      COUNSEL
        CORPORATION

       

       

      By:__________________________

      Name:

      Title:

       

      COUNSEL
        CAPITAL CORPORATION

       

       

      By:__________________________

      Name:

      Title: