Exhibit
        10.4

       

      FIRST
        AMENDMENT TO ASSET PURCHASE AGREEMENT

       

      This
        FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT (this “First
        Amendment”)
        dated as of
        September 30, 2005 and effective at 11:59 Eastern Time on such date (the
        “Effective
        Date”),
        is by and among Acceris
        Management and Acquisition LLC, a Minnesota limited liability company (the
        “Buyer”),
        North Central Equity LLC, a Minnesota limited liability company (“Guarantor”),
        C2 Global Technologies Inc. f/k/a Acceris Communications Inc., a Florida
        corporation (“ACI”),
        Acceris Communications Corp., a Delaware corporation
        (the “Company”), and Counsel Corporation, a Canadian corporation organized under
        the laws of the province of Ontario (the “Parent”)
        (ACI and the Company are collectively the “Sellers”
        and ACI, Acceris and Parent are
        collectively the “Seller Parties”).

       

      W
        I T N E S S E T H:

       

      WHEREAS,
        the parties to this First Amendment are party to an Asset Purchase Agreement
        dated May 19, 2005 (the “Agreement”) pursuant to which the
        Company has agreed to sell, transfer and otherwise convey, and the Buyer
        has
        agreed to purchase and assume, the Acquired Assets and the Assumed Liabilities,
        on the terms and subject to the conditions of the Agreement;
        and
 

       

      WHEREAS,
        the parties have negotiated certain changes to the terms of the Agreement
        necessary to close the transaction and desire to amend the
        Agreement.

       

      NOW,
        THEREFORE, in consideration of the foregoing premises and the respective
        covenants and agreements herein contained, the parties hereby agree to amend
        the
        Agreement with this First Amendment as follows:

       

      	1.  	
              Section
                2.1 of the Agreement is hereby amended by adding the following two
                sentences at the end of such section:

            


       

      Seller
        Parties have negotiated a wholesale account credit of $585,000 with Qwest
        Communications Corporation (“Qwest”). In exchange, at Closing Guarantor shall
        make a Promissory Note in the amount of $585,000 payable to Parent. Promptly
        following Closing, the Seller Parties shall produce a settlement agreement
        with
        Qwest (“Qwest Settlement Agreement”) pursuant to the letter agreement entered
        into at Closing among the parties to this First Amendment (“Letter Agreement”).
        Seller Parties shall deliver to Buyer an opinion of their counsel in form
        and
        substance reasonably satisfactory to Buyer promptly following Closing.


       

      	2.  	
              Section
                2.4 of the Agreement is hereby deleted and replaced with the word
                “omitted”.

            


       

      
        
           

        

        
           

          
            

          

        

        
           

        

         

      

      	3.  	
              Section
                2.6 of the Agreement is hereby amended by making 2.6 “Deliveries at
                Closing” into subsection (a) and by adding a new subsection (b) which
                reads as follows:

            


       

      (b)
        At the Closing the parties shall execute a Closing Statement that identifies
        the
        repayment of (i) the Promissory Note made by the Guarantor to the Parent
        in the
        amount of $375,000 on May 19, 2005, (ii) the Promissory Note made by the
        Guarantor to the Parent in the amount of $625,000 issued on July 6, 2005,
        (iii) accrued interest on such Notes totaling $22,712.32 and (iv)
        the
        $585,000 Note issued by the Buyer to Parent on the Closing less an amount
        of (x)
        $114,000 owed by the Sellers for lost network disputes that are part of the
        Excluded Liabilities but were satisfied by the Buyer, (y) September payroll
        reimbursement for ACI employees paid through the Acceris Communications Corp.
        payroll system in the amount of $33,623.49, and (z) a balance sheet adjustment
        in place of compliance with Section 2.4 of the Agreement (which has been
        deleted
        by this First Amendment) in the amount of $67,833.50, and (iv) a Promissory
        Note
        issued by Guarantor to Parent in the amount of $585,000. At Closing, Guarantor
        shall pay Parent the sum of $807,255.78 according to the Letter Agreement
        in
        immediately available funds and make a Promissory Note to Parent in the amount
        of $585,000.

       

      	4.  	
              The
                last two sentences of Section 5.1(a) of the Agreement is hereby
                deleted.

            


       

      	5.  	
              [Intentionally
                deleted]

            


       

      	6.  	
              Section
                5.7(a) of the Agreement is hereby amended by deleting the first two
                sentences of Section 5.7(a) and adding the following language in
                its
                place:

            


       

      The
        Buyer has waived the requirement that the Seller Parties use their commercially
        reasonable efforts to obtain the third party Consents listed on Schedule
        3.3
        prior to the Closing.

       

      	7.  	
              [Intentionally
                deleted]

            


       

      	8.  	
              [Intentionally
                deleted]

            


       

      	9.  	
              [Intentionally
                deleted]

            


       

      	10.  	
              The
                following is added to the Agreement as a new Section 5.18:
                

            


       

      In
        connection with the approximately $884,566 total of network billing disputes
        with (i) MCI Network Services, Inc. (“MCI”) (approximately $530,000 of disputed
        billings), (ii) Global Crossings Bandwidth, (“Global”) (approximately $320,000
        of disputed billings) and (iii) various other carrier disputes (approximately
        $34,566 of disputed billings) that are Excluded Liabilities, the Seller Parties
        agree to use their reasonable best efforts to resolve the disputes as quickly
        as
        possible. The Promissory Note dated September 30, 2005 for $585,000 made
        by
        Guarantor to Counsel Corporation contains provisions that suspend Guarantor’s
        obligation to make principle payments in order to reduce Buyer’s risk with
        respect to the foregoing network billing disputes. Buyer shall make Keith
        Harrison and Abby Knowlton reasonably available to Seller Parties to assist
        them
        in resolving such network billing disputes.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

         

      

      	11.  	
              Clause
                (iv) of Section 9.3 is hereby deleted. The Seller Parties shall provide
                the assistance, if any, necessary under the provisions of Section
                5.7(a)
                of the Agreement as amended by this First
                Amendment.

            


       

      	12.  	
              Section
                9.6 of the Agreement is hereby deleted and replaced with the word
                “omitted”.

            


       

      	13.  	
              [Intentionally
                deleted]

            


       

      	14.  	
              Section
                9.10 of the Agreement is hereby deleted and replaced with the word
                “omitted”. The following is hereby added to the Agreement as a new Section
                5.19: 

            


       

      Buyer
        and the Universal Services Administrative Company (the “USAC”)
        have entered into a settlement for approval by the FCC with respect to amounts
        owed to the USAC by the Company and the parties agree, notwithstanding any
        provision of the Agreement to the contrary, that such amounts and obligations
        shall be Assumed Liabilities.

       

      	15.  	
              The
                following conditions precedent to the Buyer’s obligation to consummate the
                transactions contemplated by the Agreement are hereby added to the
                Agreement as Sections 9.11, 9.12 and
                9.13:

            


       

      Section
        9.11. Seller Parties shall deliver, marked as satisfied, the Promissory Note
        in
        the amount of $375,000 dated May 19, 2005 payable by Guarantor to Parent
        and the
        Promissory Note in the amount of $625,000 dated July 6, 2005 payable by
        Guarantor to Parent. 

       

      Section
        9.12. Seller
        Parties shall deliver an executed copy of the settlement agreement between
        Acceris Communications Corp. and MCI Worldcom Network Services, Inc. regarding
        the $374,186 volume commitment penalty payment in the MCI Telecommunications
        Services Agreement dated November 1, 2001, as amended.

       

      Section
        9.13.
        Pursuant to the Letter Agreement, Seller Parties shall deliver an executed
        copy
        of the Qwest Settlement Agreement. 

      
         

        	15.  	
                
                  The
                    following agreements that were entered into by all or some of
                    the parties
                    to this First Amendment are hereby terminated: Secured Promissory
                    Note
                    dated May 19, 2005, Irrevocable Proxy dated May 19, 2005, Guaranty
                    dated
                    May 19, 2005, Security Agreement dated May 19, 2005 and the Management
                    Services Agreement dated May 19, 2005. At Closing, Buyer shall
                    mark as
                    satisfied and deliver to Parent the Secured Promissory
                    Note.

                

              


      

       

      
        
           

        

        
           

          
            

          

        

        
           

        

         

        
          	16.  	
                  Capitalized
                    terms not defined in this First Amendment shall have the meanings
                    assigned
                    in the Agreement.

                


           

          
            	17.  	
                    Except
                      as amended hereby, the Agreement shall continue in full force
                      and effect.
                      IN
                      WITNESS WEREOF, the parties hereto have caused this First Amendment
                      to be
                      executed as of the Effective
                      Date.

                  


          

           

           

        

      

      
        	BUYER: 
	 
	ACCERIS MANAGAMENT AND ACQUISITION
                LLC
	 
	 
	
                 

                
                  

                  Name: Elam
                  Baer
Title:
                   Chief
                  Executive Officer

              
	 
	SELLER
                PARTIES:
	 
	COUNSEL
                CORPORATION
	 
	 
	
                 
                  
Name: _______________________________________   
Title:  _______________________________________

              
	 
	C2 GLOBAL TECHNOLOGIES
                INC. f/k/a ACCERIS COMMUNICATIONS INC.
	 
	 
	Name: _______________________________________   
Title:  _______________________________________
	 
	ACCERIS COMMUNICATIONS
                CORP.
	 
	 
	Name: _______________________________________   
Title:  _______________________________________
	 
	GUARANTOR:
	 
	NORTH CENTRAL
                EQUITY
                LLC
	 
	
              
	Name: _______________________________________   
Title:  _______________________________________