**Exhibit
      10.21**





**FIFTH
      AMENDMENT**


**TO**


**LOAN
      AGREEMENT**








**THIS
      FIFTH AMENDMENT TO LOAN AGREEMENT** is made
      and entered into as of December 31, 2007, by and between, Counsel Corporation
      (US), a Delaware corporation, (“Lender”) and C2 Global Technologies Inc.
      (formerly known as Acceris Communications Inc.), a Florida corporation
      (“Borrower”) (hereinafter collectively referred to as the
“Parties”).





**WHEREAS** ,
      Acceris
      Communications Corp. (formerly known as WorldxChange Corp., a Delaware
      corporation (“WorldxChange”)), Lender and Borrower entered into a Loan and
      Security Agreement dated June 4, 2001, as heretofore amended (the “2001 Loan
      Agreement”); and





**WHEREAS** ,
      pursuant to an Assignment and Assumption Agreement dated as of October 1, 2003,
      between Lender and Borrower, Lender assigned to Borrower the total principal
      plus accrued interest of the indebtedness represented by and subject to the
      2001
      Loan Agreement and the Promissory Note of even date issued by WorldxChange
      in
      the principal amount of Nine Million Seven Hundred Forty-Three Thousand Four
      Hundred Seventy-Nine and 16/100ths Dollars ($9,743,479.16) (the “Assigned
      Debt”); and





**WHEREAS** ,
      Borrower and WorldxChange entered into that Stock Subscription and Purchase
      Agreement dated as of October 1, 2003 (the “Subscription Agreement”) pursuant to
      which Borrower contributed the Assigned Debt to WorldxChange in partial
      consideration for the issuance by WorldxChange of 221 shares of WorldxChange
      Common Stock; and





**WHEREAS** ,
      Borrower issued its Secured Promissory Note as of October 1, 2003, to Lender
      in
      the principal amount of Nine Million Seven Hundred Forty-Three Thousand Four
      Hundred Seventy-Nine and 16/l00ths Dollars ($9,743,479.16), which indebtedness
      is subject to the terms and conditions of the Loan Agreement as amended;
      and





**WHEREAS** ,
      the
      repayment of the indebtedness represented by the Secured Promissory Note, (as
      the same may be amended, modified, extended or restated, the “Secured Promissory
      Note”) was secured pursuant to that Stock Pledge Agreement (as the same may be
      amended, modified, extended or restated, the “Stock Pledge Agreement”) between
      the Lender and the Borrower pursuant to which the Borrower granted to Lender
      a
      security interest in the Collateral described therein including all of the
      shares of common stock of WorldxChange issuable or issued to Borrower.





**WHEREAS** ,
      the
      Parties desire to further document, ratify and confirm the amendment to the
      Loan
      Agreement effective as of February 28, 2006 (the **“Effective
      Date”** ).





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









1.  Maturity
      Date .  Effective
      as of the Effective Date, Sections 3.1 to 3.4 of the Loan Agreement are hereby
      amended and restated in their entirety to read as follows:





“Section
      3.1. Sale
      of Collateral Upon the
      legal Closing of the transaction with Nelinger Assets Inc. (the “Transaction”)
      for the sale of all of the common stock of WorldxChange, which formerly was
      pledged as Collateral under the 2001 Loan Agreement, the Borrower is released
      from the Borrower’s obligations with respect to the Collateral as defined in the
      Stock Pledge Agreement between the Lender and the Borrower.





Section
      3.2 Deleted.





Section
      3.3 Deleted





Section
      3.4 Deleted.”











2.  Effect
      on Loan Agreement and Loan Note .
      This
      Fifth 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 is
      hereby ratified and confirmed and remains in full force and effect in accordance
      with its terms.





**IN
      WITNESS WHEREOF** ,
      the
      Parties have executed this Fifth Amendment as of the date first set forth
      above.





[See
      attached signature page]









**Signature
      page**


**to**


**Fifth
      Amendment to Loan Agreement**


**dated
      as of February 28, 2006**






COUNSEL
              CORPORATION (US)By:Name:
              Title:





C2
              GLOBAL TECHNOLOGIES INC.By:Name:
              Title: