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Exhibit 10.37

AMENDED AND RESTATED
SECURED PROMISSORY NOTE

|              |  |                      
|------------- |  | ---------------------
|$9,743,479.16 |  | as of October 1, 2003

FOR VALUE RECEIVED, Acceris Communications Inc., formerly known as I-Link
Incorporated, a Florida corporation (the Maker) as of October 1, 2003,
promises to pay to Counsel Corporation (US), a Delaware corporation, or its
assigns (the Payee), in the lawful money of the United States of America
(Dollars or $) the principal sum of Nine Million Seven Hundred Forty-Three
Thousand Four Hundred Seventy-Nine and 16/l00ths Dollars ($9,743,479.16),
together with accrued and unpaid interest thereon (the Indebtedness) on or
before the Maturity Date as provided below.

1.     Interest. The unpaid principal amount of this Note shall bear
interest at the rates determined in accordance with the provisions of that
certain Loan Agreement dated as of October 1, 2003, between the Maker and the
Payee, as the same has been amended, modified, extended or restated, the Loan
Agreement. Interest accrued hereunder shall be paid quarterly in arrears and
in cash on the last business day of each quarter until all principal and
interest hereunder is paid in full at the repayment or maturity of the
Indebtedness.

2.     Time and Place of Payment. The Indebtedness shall be due and
payable in full on June 30, 2005 (the Maturity Date). The Maker may from
time to time, in its discretion, make one or more periodic payments of
principal to the Payee. All principal due hereunder is payable in Dollars in
immediately payable funds at the Payees principal office (or at such other
office of the Payee as may be designated from time to time in writing by the
Payee) for the account of the Payee, not later than 11:00 am, New York City
time, on the due date therefor. If any payment of principal on or with respect
to this Note becomes due and payable on a Saturday, Sunday, or any other day on
which commercial banks are required or authorized by law or regulation to be
closed in New York City, such amount shall be payable on the next succeeding
day which is not a Saturday, Sunday or other day on which commercial banks are
so required or authorized to be closed.

3.     Stock Pledge Agreement. The Indebtedness is secured pursuant to
that Stock Pledge Agreement between the Maker and Payee dated as of October 1,
2003, 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 on or before the Maturity Date; or

(b)  Maker shall fail to pay any of the Indebtedness (other than payment of
principal due under the Note on or before the Maturity Date) pursuant to the
terms of the Loan Agreement and such failure is not remedied within five (5)
days of Lenders written notice to Borrower;





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(c)  Any representation or warranty made by Maker (or any of its officers)
in any agreement or in any certificate, agreement, instrument or statement
contemplated by or made or delivered pursuant to or in connection with this
Note or any other loan document shall prove to have been incorrect in any
material respect when made; or

(d)  Maker shall fail to perform or observe any other term, covenant or
agreement contained in this Note, the Pledge Agreement or any other loan
document between the parties, and any such failure remains unremedied for the
shorter of the remedy period relating thereto or thirty (30) days after receipt
of written notice from Lender; or

(e)  Either (i) Maker shall file a petition commencing a voluntary case
concerning it under any Chapter of Title ll of the United States Code entitled
Bankruptcy; or (ii) Maker shall apply for or consent to the appointment of
any receiver, trustee, custodian or similar officer for it or for all or any
substantial part of its property; or (iii) such receiver, trustee, custodian or
similar officer shall be appointed without the application or consent of Maker
and such appointment shall continue undischarged for a period of forty-five
(45) days; or (iv) an involuntary case is commenced against Maker under any
Chapter of the aforementioned Title ll and an order for relief under such Title
ll is entered or the petition commencing the case is controverted but is not
dismissed within forty-five (45) days after the commencement of the case; or
(v) Maker shall institute (by petition, application, answer, consent or
otherwise) any bankruptcy, insolvency, reorganization, arrangement,
readjustment of debt, dissolution, liquidation or similar proceeding relating
to it under the laws of any jurisdiction; or (vi) any such proceeding shall be
instituted against Maker and shall remain undismissed for a period of
forty-five (45) days; or (vii) Maker shall take any action for the purpose of
effectuating any of the foregoing; or

(f)  Any court, government, or government agency shall condemn, seize or
otherwise appropriate or take custody or control of all or a substantial
portion of the property or assets of Maker; or

(g)  Maker defaults under any funded indebtedness, included but not limited
to indebtedness evidenced by notes or capital leases, of Maker other than the
amounts loaned pursuant to this Note; or

(h)  Any money judgment, writ or warrant of attachment, or similar process
involving, either individually or in the aggregate, an amount in excess of
$100,000, and in either case not adequately covered by insurance as to which
the insurance company has acknowledged coverage, shall be entered or filed
against Maker or its assets and shall remain undischarged, unvacated, unbonded
or unstayed for a period of thirty (30) days or in any event later than five
(5) days prior to the date of any proposed sale thereunder.

If an Event of Default specified in Section 4(e) 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 Lender 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 Sections 4(a) through (h)
inclusive 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

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payable. Payee, by notice thereof to Maker, may rescind an acceleration
and its consequences if all existing Events of Default have been cured or
waived in writing.

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 above), 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
Agreement.

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, 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 an 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.

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IN WITNESS WHEREOF, the Maker has executed this Amended and Restated
Secured Promissory Note by its duly authorized officers as of the
30TH day of
January, 2004.

| |  |                             |  | 
| |  | --------------------------- |  | 
| |  | ACCERIS COMMUNICATIONS INC.
| |  |                             |  | 
| |  | By:                         |  | 
| |  |                             |  | 
| |  | Name:                       |  | 
| |  |                             |  | 
| |  | Title:                      |  | 
| |  |                             |  | 

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