EXHIBIT
10.2

THIRD
AMENDMENT

TO

LOAN
AGREEMENT







THIS
THIRD AMENDMENT TO LOAN AGREEMENT is made
and entered into as of April 28, 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 March 31, 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 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 April 30, 2006 (the “Maturity Date”).”




 




















 


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




[See
attached signature page]























Signature
page

to

Third
Amendment to Loan Agreement

dated
as of April 28, 2005

 

 


	 	 	 
	 	COUNSEL CORPORATION
      (US)
	 
 	 
 	 
 
		By: 	 
	 	
      

      Name:
	 	Title: 




 



	 	 	 
	 	ACCERIS COMMUNICATIONS
      INC.
	 
 	 
 	 
 
		By:  	 
	 	
      

      Name:
	 	Title: