EXHIBIT
10.3

SIXTH
AMENDMENT

TO


SENIOR
CONVERTIBLE LOAN AND SECURITY AGREEMENT

 

THIS
SIXTH AMENDMENT TO SENIOR CONVERTIBLE LOAN AND SECURITY
AGREEMENT is made
and entered into as of April 28, 2005 , by and between Acceris Communications
Inc. (formerly known as I-Link Incorporated), a Florida corporation (the
“Borrower”) and
Counsel Corporation, an Ontario corporation (“Counsel Corp”), and Counsel
Capital Corporation, an Ontario corporation (“Counsel Capital”), (collectively
hereinafter referred to as the “Parties”).




WHEREAS, Counsel
Communications, LLC, a Delaware limited liability company (“CCOM”) having
assigned ninety percent (90%) of its right title and interests in the Loan
Agreement (as hereinafter defined) subject to the Amended Debt Restructuring
Agreement (as hereinafter defined) on October 31, 2001, to Counsel Corp and ten
percent (10%) of its right, title and interests to Counsel Capital (hereinafter
Counsel Corp and Counsel Capital collectively referred to as the “Lender”);
and




WHEREAS, the
Borrower and the Lender are Parties to a Senior Convertible Loan and Security
Agreement, dated March 1, 2001 as amended by the First, Second, Third, Fourth
and Fifth Amendments to Senior Convertible Loan and Security Agreement, dated
May 8, 2001, March 1, 2003, November 19, 2003, June 30, 2004 and December 7,
2004 (collectively the “Loan
Agreement”) and
subject of the Amended and Restated Debt Restructuring Agreement dated October
15, 2002 between Borrower, Counsel Corporation (US), a Delaware corporation, and
CCOM (the “Amended
Debt Restructuring Agreement”);
and




WHEREAS, the
Parties, inter alia, desire to amend the Loan Agreement effective as of March
31, 2005 (the “Effective
Date”) as
provided herein.




NOW,
THEREFORE, for
good and valuable consideration, the receipt and adequacy of which is hereby
acknowledged, the Parties agree as follows:




1. Extension
of Maturity Date.
Effective as of the Effective Date, Section 4 of the Loan Agreement is hereby
amended and restated in its entirety to read as follows:




“Section
4. Term. This
Agreement shall be effective from the date hereof and shall terminate on April
30, 2006, unless terminated earlier pursuant to the default provisions of this
Agreement (the “Maturity
Date”).
Principal and interest shall be due and payable on the Maturity
Date.”




	2.  	
      Effect
      on Loan Agreement and Loan Note.
      This Sixth Amendment is not intended, nor shall it be construed, as a
      modification or termination of the Amended Debt Restructuring Agreement.
      Except as expressly provided herein, the Loan Agreement and the Loan Note
      annexed thereto are hereby ratified and confirmed and remain in full force
      and effect in accordance with their respective terms.







[See
attached signature page]


 

 

























Signature
page 

to


Sixth
Amendment to Senior Convertible Loan and Security Agreement


dated
as of April 28, 2005







IN
WITNESS WHEREOF, the
Borrower and the Lender have executed this Sixth Amendment as the date first set
forth above.

 


	 	 	 
	 	ACCERIS COMMUNICATIONS
      INC.
	 
 	 
 	 
 
	 	By:  	  
	 	
      

      Name: 
	 	Title: 



 


	 	 	 
	 	COUNSEL
      CORPORATION
	 
 	 
 	 
 
	  	By:  	  
	 	
      

      Name: 
	 	Title: 



 


	 	 	 
	 	COUNSEL CAPITAL
      CORPORATION
	 
 	 
 	 
 
	 	By:  	  
	 	
      

      Name: 
	 	Title: