Exhibit
10.5

    


    PROMISSORY
NOTE

    


    
      	
              $2,590,989.63

            	
              May
      5, 2009

            


    

    


    FOR VALUE RECEIVED, C2 Global
Technologies Inc., a Florida corporation formerly known as I-Link Incorporated
and Acceris Communications Inc. (the “Maker”) promises to pay to Counsel
Corporation, an Ontario corporation, or its assigns (the “Payee”), in the lawful
money of the United States of America (“Dollars” or “$”) the principal sum of
Two Million Five Hundred Ninety Thousand Nine Hundred Eighty-Nine and 63/l00ths
Dollars ($2,590,989.63) funded from time to time by Payee to Maker, together
with interest thereon as set forth herein, on or before the Maturity Date as
provided below and in accordance with the provisions of that certain Loan
Agreement dated as of January 26, 2004 between the Maker and Payee as the same
may be amended, modified, extended or restated, the “Loan
Agreement.”  Capitalized terms used herein but not defined shall have
the meanings ascribed to them in the Loan Agreement.

    


    
      	
               
      

            	
              1.

            	
              Interest.  The
      outstanding principal amount of this Promissory Note (the “Note”),
      together with unpaid interest, shall bear interest at the rate of ten
      percent (10%) per annum commencing on the date funded as to principal
      hereunder, namely,

            


    

    


    
      	
               
      

            	
              ·

            	
              commencing
      May 5, 2009 in respect of Two Million Five Hundred Ninety Thousand Nine
      Hundred Eighty-Nine and 63/l00ths Dollars ($2,590,989.63) funded on that
      date,

            


    

    


    which
interest shall accrue and be compounded quarterly and shall result in a
corresponding increase in the principal amount of the Indebtedness.

    


    2.           Time and Place of
Payment. The Indebtedness shall be due and payable in full on demand (the
“Maturity Date”); provided, further, however, that notwithstanding the above,
the Maturity Date shall be accelerated to the date ten (10) calendar days
following closing under or conclusion of an equity investment or investments in
the Maker by a third party unrelated to Counsel Corp 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 Maker from any such
Equity Investment.

    


    3.           The
Indebtedness, including that portion of the Indebtedness represented by this
Note, is secured pursuant to that Amended and Restated Stock Pledge Agreement
between the Maker and Payee dated as of January 26, 2004, 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;

    (b)           Maker
shall fail to comply with any term, obligation, covenant, or condition contained
in any agreement between Maker and Payee (each, an “Agreement”);

    (c)           Any
warranty or representation made to Payee by Maker under any Agreement proves to
have been false when made or furnished;


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (d)           If
Maker voluntarily files a petition under the federal Bankruptcy Act, as such Act
may from time to time be amended, or under any similar or successor federal
statute relating to bankruptcy, insolvency, arrangements or reorganizations, or
under any state bankruptcy or insolvency act, or files an answer in an
involuntary proceeding admitting insolvency or inability to pay debts, or if
Maker is adjudged a bankrupt, or if a trustee or receiver is appointed for
Maker’s property, or if Maker makes an assignment for the benefit of its
creditors, or if there is an attachment, receivership, execution or other
judicial seizure, then Payee may, at Payee’s option, declare all of the
Indebtedness to be immediately due and payable without prior notice to Maker,
and Payee may invoke any remedies permitted by this Note.  Any
attorneys’ fees and other expenses incurred by Payee in connection with Maker’s
bankruptcy or any of the other events described in this Section 3 shall be
additional Indebtedness of Maker secured by this Note.

     

    (e)           There
exists a material breach by Maker under (or a termination by any party of) a
material contract of Maker (for purposes of this Section 4 a material contract
shall mean any contract resulting in revenues of in excess of $10,000 per
annum);

    (f)           Maker
is in default under any funded indebtedness, including but not limited to
indebtedness evidenced by notes or capital leases, of Maker other than the
amounts loaned pursuant to this Note; or

    (g)           If
Maker’s business undergoes a material adverse change in Payee’s reasonable
opinion.

    


    If an Event of Default specified in
Section 4(d) 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 Payee 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 Section 4 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 payable.

    


    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 below), 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 Section 5.

    


    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 Maker of all reasonable expenses incidental thereto,
and upon surrender and cancellation of this Note if mutilated, the Maker will
make and deliver 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, and 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 any 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.

    


    [See
attached Signature Page]


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Signature
Page

    to
Promissory Note

    dated
as of June 30, 2009

    


    IN
WITNESS WHEREOF, the Maker has executed this Promissory Note by its duly
authorized officer as of the 30th day of June, 2009.

    


    
      	 
      	
              C2
      GLOBAL TECHNOLOGIES INC.

            
	 
      	 
      
	 
      	
              By:  _____________________________

            
	 
      	 
      
	 
      	
              Name:  ___________________________

            
	 
      	 
      
	 
      	
              Title:  ____________________________