Unassociated Document


    Exhibit
      10.1

    


    PROMISSORY
      NOTE

    


    


    
      	
              $438,750.00 

            	
              September
                30,
                2006

            


    

             

    


    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 Four Hundred and Thirty-Eight Thousand Seven Hundred Fifty
      and 00/l00ths Dollars ($438,750.00) 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
                July 5, 2006 in respect of One Hundred Thousand Dollars ($100,000.00)
                funded on that date, 

            


    

    
      	 	
              ·

            	
              commencing
                July 14, 2006 in respect of Ninety Thousand Dollars ($90,000.00)
                funded on
                that date, 

            


    

    
      	 	
              ·

            	
              commencing
                July 17, 2006 in respect of Ten Thousand Dollars ($10,000.00) funded
                on
                that date, 

            


    

    
      	 	
              ·

            	
              commencing
                August 2, 2006 in respect of Ninety Thousand Dollars ($90,000.00)
                funded
                on that date, 

            


    

    
      	 	
              ·

            	
              commencing
                September 14, 2006 in respect of Sixty-Eight Thousand Seven Hundred
                Fifty
                Dollars ($68,750.00) funded on that date,


            


    

    
      	 	
              ·

            	
              commencing
                September 26, 2006 in respect of Sixty Thousand Dollars ($60,000.00)
                funded on that date, 

            


    

    
      	 	
              ·

            	
              commencing
                September 28, 2006 in respect of Twenty Thousand Dollars ($20,000.00)
                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 December 31, 2006 (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.

    


    
      
         

      

      
        2

        
          

        

      

      
         

      

    

    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]


    
      
         

      

      
        3

        
          

        

      

      
         

      

    


    Signature
      Page

    to
      Promissory Note

    dated
      as of September 30, 2006

    


    IN
      WITNESS WHEREOF, the Maker has executed this Promissory Note by its duly
      authorized officer as of the 30th day of September, 2006.

    


    


    C2
      GLOBAL
      TECHNOLOGIES INC.

    


    By:
      _____________________________

    


    Name:
      ___________________________

    


    Title:
      ____________________________

    


    


    
      
         

      

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