Unassociated Document


    Exhibit
      10.23

    


    FIFTH
      AMENDMENT 

    TO
      

    LOAN
      AGREEMENT

    


    


    THIS
      FIFTH AMENDMENT TO LOAN AGREEMENT is made and entered into as of December 31,
      2007 by and between C2 Global Technologies Inc., formerly known as Acceris
      Communications Inc.and as I-Link Incorporated, a Florida corporation (the
“Borrower”)
      and
      Counsel Corporation, an Ontario corporation (the “Lender”).
      

    


    WHEREAS,
      the Borrower and Lender are parties to a Loan Agreement as amended, dated
      January 26, 2004 (the "Loan
      Agreement”)
      and
      the parties desire to further amend the Loan Agreement with effect from December
      31, 2007 (“the Effective
      Date”)
      as
      provided herein.

    


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

    


    1. Extension
      of Maturity Date.
      Effective as of the Effective Date, Section 2 of the Loan Agreement is hereby
      amended and restated in its entirety to read as follows:

    


    Payments
      of Principal and Interest.
      All
      borrowings hereunder, together with any interest thereon, shall be due and
      payable to the Lender in one installment on December 31, 2008 (the “Maturity
      Date”) provided, however, that notwithstanding the above, the Maturity Date
      shall be accelerated to the date ten (10) calendar days following closing under
      or conclusion of each occurrence of (a) an equity investment or investments
      in
      the Borrower by a third party unrelated to the Lender 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 the Borrower from any
      such Equity Investment. 

    


    


    2. Effect
      on Loan Agreement and Loan Note.
      This
      Fifth 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 and
      the Note annexed thereto are hereby ratified and confirmed and remain in full
      force and effect in accordance with their respective terms. 

    


    IN
      WITNESS WHEREOF, the Borrower and the Lender have executed this Fifth Amendment
      as of December 31, 2007.

     

    
      [See
        attached signature page]

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

      [Signature
        page to Fifth Amendment Loan Agreement, dated 

      December
        31, 2007]

    

     

     

    
      	 	 	 
	 	C2
              GLOBAL TECHNOLOGIES INC.
	 
 	 
 	 
 
	 	By:  	 
	 	
              

              Name:
                

              Title:
                

            
	 	 




    
      	 	 	 
	 	COUNSEL
              CORPORATION 
	 
 	 
 	 
 
	 	By:  	 
	 	
              

              Name:
                

              Title: