EXHIBIT
        10.2

      


      FOURTH
        AMENDMENT

      TO

      LOAN
        AGREEMENT

      


      


      THIS
        FOURTH AMENDMENT TO LOAN AGREEMENT
        is made
        and entered into as of July 6, 2005, by and between, Counsel Corporation
        (US), a
        Delaware corporation, (“Lender”) and Acceris Communications Inc. (formerly known
        as I-Link Incorporated), 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”) is 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 May 16, 2005 (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, Section 1.4 of the Loan Agreement is hereby amended
        and restated in its entirety to read as follows:

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      “Section
        1.4. Principal
        Repayment
        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, the outstanding principal balance of the
        Loan
        plus any accrued and unpaid interest thereon, together with any and all other
        Liabilities (as such term is defined in the Stock Pledge Agreement
        (collectively, the “Secured Obligations”), shall be due and payable on December
        31, 2006 (the “Maturity Date”). In the event that legal Closing of the
        Transaction fails to occur, the Secured Obligations shall be due and payable
        on
        April 30, 2006 (the “Maturity Date”).

       

      2. Effect
        on Loan Agreement and Loan Note.
        This
        Fourth 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 Fourth Amendment as of the date first set forth
        above.

      


      [See
        attached signature page]


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      Signature
        page

      to

      Fourth
        Amendment to Loan Agreement

      dated
        as of July 6, 2005

       

       

      


      


      COUNSEL
        CORPORATION (US)

       

       

      By:__________________________

      Name:

      Title:

       

       

      ACCERIS
        COMMUNICATIONS INC.

       

      By:__________________________

      Name:

      Title: