**Exhibit
10.65**
 
 **PROMISSORY
NOTE**
 
 
 $577,992.45
    
    December
      31, 2004
 
 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 Five-Hundred and Seventy Seven Thousand
Nine-Hundred and Ninety Two and 45/100ths 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 January 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 January 31, 2006 (the “Maturity
Date”); provided, however, 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 Maker to a third party unrelated to Payee of the
Buyers United, Inc. Series B Convertible Preferred Stock and/or the common stock
into which such stock is convertible owned by Maker and held by Payee as
security for the performance by Maker hereunder pursuant to the Stock Pledge
Agreement between the Maker and Payee (as hereinafter defined), or any portion
thereof (a “BUI Sale”) or (b) an equity investment or investments in Maker by a
third party unrelated to Payee 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 Maker 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 December 31, 2004**
 
 IN
WITNESS WHEREOF, the Maker has executed this Promissory Note by its duly
authorized officer as of the 31st day of December, 2004.
 
 
 ACCERIS
COMMUNICATIONS INC.
 
 By:
_____________________________
 
 Name:
___________________________
 
 Title:
____________________________