EXHIBIT
        10.12

      


      PROMISSORY
        NOTE

      


      


      $115,394.60         June
        30,
        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 One-Hundred and
        Fifteen Thousand Three-Hundred and Ninety-Four and 60/100ths Dollars 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 July 1, 2005, 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 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.
        

      


      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 June 30, 2005

      


      IN
        WITNESS WHEREOF, the Maker has executed this Promissory Note by its duly
        authorized officer as of the 30th day of June, 2005.

      


      


      ACCERIS
        COMMUNICATIONS INC.

       

       

      By:
        _____________________________

      Name:
        ___________________________

      Title:
        ____________________________