**Exhibit 10.33**
**NOTE**     March 10, 2004$1,546,531.53 San Diego, California
     FOR VALUE RECEIVED, Acceris Communications Inc., a Florida corporationformerly known as I-Link Incorporated (the “**Maker**”) hereby promises to pay tothe order of COUNSEL CORPORATION (US), a Delaware corporation (the “**Payee**”) inimmediately available funds, on or before the Maturity Date, the principal sumof One Million Five Hundred Forty-Six Thousand Five Hundred Thirty One and53/l00ths Dollars ($1,546,531.53), pursuant to the Loan Agreement, as that termis defined below, together with interest thereon as provided herein. Allcapitalized terms used herein and not otherwise defined shall have the meaningsascribed to them in the Loan Agreement (as defined below).
     1.     Loan Agreement. The unpaid principal balance of this Note shallbear interest commencing January 1, 2004, at the rate and in the mannerdetermined in accordance with the provisions of that certain Amended andRestated Loan Agreement dated as of January 30, 2004, between the Maker and thePayee (as the same may be amended, modified, extended or restated, the “**LoanAgreement**”), the terms of which are incorporated herein by reference.
     2.     Address for Payments. All payments made hereunder shall be paidin lawful money of the United States of America at Payee’s business address, orat such other place as the Payee may at any time or from time to timedesignate in writing to the Maker.
     3.     Severability. If any part of this Note is declared invalid orunenforceable, such invalidity or unenforceability shall not affect theremainder of this Note, which shall continue in full force and effect. Anyprovision that is invalid or unenforceable in any application shall remain infull force and effect as to valid applications.
     4.     Notices. All notices which are required or permitted hereundershall be given by first class mail, to be confirmed by telephone.
     5.     Governing Law. This Note shall be governed by and construed inaccordance with the laws of the State of New York with the exception of theconflicts of laws provisions thereof.
     6.     Authority. The party executing this Note for and on behalf ofMaker warrants and represents that he has full power and authority to bindMaker for the uses and purposes as in this Note contained.
     7.     Waivers.
          (a) Maker hereby waives and renounces, for itself and all its successorsand 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 theConstitution 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 andpersonal, against the enforcement and collection of the Indebtedness evidencedby this Note.
          (b) Presentment for payment, demand, protest and notice of demand, noticeof dishonor and notice of nonpayment and all other notices are hereby waived byMaker.
     8.     Prohibition on Assignment. Maker shall not give, grant,bargain, sell, transfer, assign, convey or deliver this Note or any of itsobligations hereunder.
     IN WITNESS WHEREOF, the Maker has executed this Note as of the date andyear first above written.         ACCERIS COMMUNICATIONS, INC.         By:            Its