exv10w58



 





EXHIBIT 10.58




STOCK PLEDGE AGREEMENT




     This Stock Pledge Agreement (this “Agreement”), dated as of October 14,
2004, among Laurus Master Fund, Ltd. (the “Pledgee”), Acceris Communications
Inc., a Florida corporation (the “Company”), and Counsel Communications LLC, a
Delaware corporation, and Counsel Corporation (US), a Delaware corporation
(each, a “Pledgor” and together, the “Pledgors”).



BACKGROUND




     The Company has entered into a Securities Purchase Agreement, dated as of
October 14, 2004 (as amended, modified, restated or supplemented from time to
time, the “Securities Purchase Agreement”), pursuant to which the Pledgee
provides or will provide certain financial accommodations to the Company.



     In order to induce the Pledgee to provide or continue to provide the
financial accommodations described in the Securities Purchase Agreement, each
Pledgor has agreed to pledge and grant a security interest in the collateral
described herein to the Pledgee on the terms and conditions set forth herein.



     NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration the receipt of which is hereby acknowledged, the parties
hereto agree as follows:



     1. Defined Terms. All capitalized terms used herein which are not defined
shall have the meanings given to them in the Securities Purchase Agreement.



     2. Pledge and Grant of Security Interest. To secure the full and punctual
payment and performance of (the following clauses (a) and (b), collectively,
the “Indebtedness”) (a) the obligations under the Securities Purchase Agreement
and the Related Agreements referred to in the Securities Purchase Agreement
(the Securities Purchase Agreement and the Related Agreements, as each may be
amended, restated, modified and/or supplemented from time to time,
collectively, the “Documents”) and (b) all other indebtedness, obligations and
liabilities of each Pledgor to the Pledgee whether now existing or hereafter
arising, direct or indirect, liquidated or unliquidated, absolute or
contingent, due or not due and whether under, pursuant to or evidenced by a
note, agreement, guaranty, instrument or otherwise (in each case, irrespective
of the genuineness, validity, regularity or enforceability of such
Indebtedness, or of any instrument evidencing any of the Indebtedness or of any
collateral therefor or of the existence or extent of such collateral, and
irrespective of the allowability, allowance or disallowance of any or all of
such in any case commenced by or against any Pledgor under Title 11, United
States Code, including, without limitation, obligations or indebtedness of each
Pledgor for post-petition interest, fees, costs and charges that would have
accrued or been added to the Indebtedness but for the commencement of such
case), each Pledgor hereby pledges, assigns, hypothecates, transfers and grants
a security interest to Pledgee in all of the following (the “Collateral”)
subject to the rights of any senior secured creditor or any party holding a
senior secured lien on the Collateral:



          (a) the shares of stock set forth on Schedule A annexed hereto and
expressly made a part hereof (together with any additional shares of stock or
other equity interests acquired



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by any Pledgor, the “Pledged Stock”), the certificates representing the
Pledged Stock and all dividends, cash, instruments and other property or
proceeds from time to time received, receivable or otherwise distributed in
respect of or in exchange for any or all of the Pledged Stock;




          (b) all additional shares of stock of any issuer (each, an “Issuer”) of
the Pledged Stock from time to time acquired by any Pledgor (excepting shares
issued or that may be issued under any employee, officer or director stock
option plans, or other options or warrants issued to employees, officers,
directors, customers, distributors, channel partners or other business partners
of the Borrower, approved by the Borrower’s Board of Directors and in the
ordinary course of business) in any manner, including, without limitation,
stock dividends or a distribution in connection with any increase or reduction
of capital, reclassification, merger, consolidation, sale of assets,
combination of shares, stock split, spin-off or split-off (which shares shall
be deemed to be part of the Collateral), and the certificates representing such
additional shares, and all dividends, cash, instruments and other property or
proceeds from time to time received, receivable or otherwise distributed in
respect of or in exchange for any or all of such shares; and



          (c) all options and rights, whether as an addition to, in substitution of
or in exchange for any shares of any Pledged Stock and all dividends, cash,
instruments and other property or proceeds from time to time received,
receivable or otherwise distributed in respect of or in exchange for any or all
such options and rights.



     3. Delivery of Collateral. Subject to the rights of any senior secured
creditor or any party holding a senior secured lien on the Pledged Stock (i)
all certificates representing or evidencing the Pledged Stock shall be
delivered to and held by or on behalf of Pledgee pursuant hereto and shall be
accompanied by duly executed instruments of transfer or assignment in blank,
all in form and substance satisfactory to Pledgee. (ii) each Pledgor hereby
authorizes the Issuer upon demand by the Pledgee to deliver any certificates,
instruments or other distributions issued in connection with the Collateral
directly to the Pledgee, in each case to be held by the Pledgee, subject to the
terms hereof; (iii) upon an Event of Default (as defined below) under the Note
that has occurred and is continuing beyond any applicable grace period, the
Pledgee shall have the right, during such time in its discretion and without
notice to the Pledgor, to transfer to or to register in the name of the Pledgee
or any of its nominees any or all of the Pledged Stock. In addition, the
Pledgee shall have the right at such time to exchange certificates or
instruments representing or evidencing Pledged Stock for certificates or
instruments of smaller or larger denominations.



     4. Representations and Warranties of each Pledgor. Each Pledgor jointly
and severally represents and warrants to the Pledgee (which representations and
warranties shall be deemed to continue to be made until all of the Indebtedness
has been paid in full and each Document and each agreement and instrument
entered into in connection therewith has been irrevocably terminated) that:



          (a) the execution, delivery and performance by each Pledgor of this
Agreement and the pledge of the Collateral hereunder do not and will not result
in any violation



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of any agreement, indenture, instrument, license, judgment, decree, order,
law, statute, ordinance or other governmental rule or regulation applicable to
any Pledgor;




          (b) this Agreement constitutes the legal, valid, and binding obligation of
each Pledgor enforceable against each Pledgor in accordance with its terms;



          (c) (i) all Pledged Stock owned by each Pledgor is set forth on Schedule A
hereto and (ii) each Pledgor is the direct and beneficial owner of each share
of the Pledged Stock;



          (d) all of the shares of the Pledged Stock have been duly authorized,
validly issued and are fully paid and nonassessable;



          (e) no consent or approval of any person, corporation, governmental body,
regulatory authority or other entity, is or will be necessary for (i) the
execution, delivery and performance of this Agreement, (ii) the exercise by the
Pledgee of any rights with respect to the Collateral or (iii) the pledge and
assignment of, and the grant of a security interest in, the Collateral
hereunder;



          (f) there are no pending or, to the best of Pledgor’s knowledge,
threatened actions or proceedings before any court, judicial body,
administrative agency or arbitrator which may materially adversely affect the
Collateral;



          (g) each Pledgor has the requisite power and authority to enter into this
Agreement and to pledge and assign the Collateral to the Pledgee in accordance
with the terms of this Agreement.



          (h) each Pledgor owns each item of the Collateral and, except for the
pledge and security interest granted to Pledgee hereunder, the Collateral shall
be, immediately following the closing of the transactions contemplated by the
Documents, free and clear of any other security interest, pledge, claim, lien,
charge, hypothecation, assignment, offset or encumbrance whatsoever
(collectively, “Liens”).



          (i) there are no restrictions on transfer of the Pledged Stock contained
in the certificate of incorporation or by-laws (or equivalent organizational
documents) of the Issuer or otherwise which have not otherwise been enforceably
and legally waived by the necessary parties.



          (j) none of the Pledged Stock has been issued or transferred in violation
of the securities registration, securities disclosure or similar laws of any
jurisdiction to which such issuance or transfer may be subject.



          (k) the pledge and assignment of the Collateral and the grant of a
security interest under this Agreement vest in the Pledgee all rights of each
Pledgor in the Collateral as contemplated by this Agreement.



          (l) The Pledged Stock constitutes one hundred percent (100%) of the issued
and outstanding shares of capital stock of each Issuer.



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     5. Covenants. Each Pledgor jointly and severally covenants that, until
the Indebtedness shall be satisfied in full and each Document and each
agreement and instrument entered into in connection therewith is irrevocably
terminated:



          (a) No Pledgor will sell, assign, transfer, convey, or otherwise dispose
of its rights in or to the Collateral or any interest therein; nor will any
Pledgor create, incur or permit to exist any Lien whatsoever with respect to
any of the Collateral or the proceeds thereof other than that created hereby.



          (b) Each Pledgor will, at its expense, defend Pledgee’s right, title and
security interest in and to the Collateral against the claims of any other
party.



          (c) Each Pledgor shall at any time, and from time to time, upon the
written request of Pledgee, execute and deliver such further documents and do
such further acts and things as Pledgee may reasonably request in order to
effect the purposes of this Agreement including, but without limitation,
delivering to Pledgee upon the occurrence of an Event of Default irrevocable
proxies in respect of the Collateral in form satisfactory to Pledgee. Until
receipt thereof, upon an Event of Default that has occurred and is continuing
beyond any applicable grace period, this Agreement shall constitute Pledgor’s
proxy to Pledgee or its nominee to vote all shares of Collateral then
registered in each Pledgor’s name.



          (d) No Pledgor will consent to or approve the issuance of (i) any
additional shares of any class of capital stock or other equity interests of
the Issuer; or (ii) any securities convertible either voluntarily by the holder
thereof or automatically upon the occurrence or nonoccurrence of any event or
condition into, or any securities exchangeable for, any such shares, unless, in
either case, such shares are pledged as Collateral pursuant to this Agreement.



     6. Voting Rights and Dividends. In addition to the Pledgee’s rights and
remedies set forth in Section 8 hereof, in case an Event of Default shall have
occurred and be continuing, beyond any applicable cure period, the Pledgee
shall, subject to the rights of any senior secured creditor or any party
holding a senior secured lien on the Collateral (i) be entitled to vote the
Collateral, (ii) be entitled to give consents, waivers and ratifications in
respect of the Collateral (each Pledgor hereby irrevocably constituting and
appointing the Pledgee, with full power of substitution, the proxy and
attorney-in-fact of each Pledgor for such purposes) and (iii) be entitled to
collect and receive for its own use cash dividends paid on the Collateral. If
an Event of Default shall have occurred an be continuing, no Pledgor shall be
permitted to exercise or refrain from exercising any voting rights or other
powers if, in the reasonable judgment of the Pledgee, such action would have a
material adverse effect on the value of the Collateral or any part thereof;
and, provided, further, that each Pledgor shall give at least five (5) days’
written notice of the manner in which such Pledgor intends to exercise, or the
reasons for refraining from exercising, any voting rights or other powers other
than with respect to any election of directors and voting with respect to any
incidental matters. Following the occurrence and during the continuance of an
Event of Default, all dividends and all other distributions in respect of any
of the Collateral, shall be delivered to the Pledgee, subject to the rights of
any senior secured creditor or any party holding a senior secured lien on the
Collateral, to hold as Collateral and shall, if received by any Pledgor, be
received in trust for the benefit of the Pledgee, be segregated from the other
property or funds of any other Pledgor, and be forthwith delivered to the
Pledgee



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as Collateral in the same form as so received (with any necessary
endorsement), or at Pledgor’s request, applied to the Indebtedness.




     7. Event of Default. An Event of Default shall be deemed to have occurred
and may be declared by the Pledgee upon the happening of any of the following
events:



          (a) An “Event of Default” under any Document or any agreement or note
related to any Document shall have occurred and be continuing beyond any
applicable cure period;



          (b) Any Pledgor shall default in the performance of any of its obligations
under any agreement between any Pledgor and Pledgee, including, without
limitation, this Agreement, and such default shall not be cured for a period of
fifteen (15) days after the occurrence thereof;



          (c) Any representation or warranty of any Pledgor made herein, in any
Document or in any agreement, statement or certificate given in writing
pursuant hereto or thereto or in connection herewith or therewith shall be
false or misleading in any material respect;



          (d) Any portion of the Collateral is subjected to levy of execution,
attachment, distraint or other judicial process; or ;; or



          (e) Any Pledgor shall (i) apply for, consent to, or suffer to exist the
appointment of, or the taking of possession by, a receiver, custodian, trustee,
liquidator or other fiduciary of itself or of all or a substantial part of its
property, (ii) make a general assignment for the benefit of creditors, (iii)
commence a voluntary case under any state or federal bankruptcy laws (as now or
hereafter in effect), (iv) be adjudicated a bankrupt or insolvent, (v) file a
petition seeking to take advantage of any other law providing for the relief of
debtors, (vi) acquiesce to, or fail to have dismissed, within sixty (60) days,
any petition filed against it in any involuntary case under such bankruptcy
laws, or (vii) take any action for the purpose of effecting any of the
foregoing.



     8. Remedies. In case an Event of Default shall have occurred and be
declared by the Pledgee, the Pledgee may, subject to the rights of any senior
secured creditor or any party holding a senior secured lien on the Collateral:



          (a) Transfer any or all of the Collateral into its name, or into the name
of its nominee or nominees;



          (b) Exercise all corporate rights with respect to the Collateral
including, without limitation, all rights of conversion, exchange, subscription
or any other rights, privileges or options pertaining to any shares of the
Collateral as if it were the absolute owner thereof, including, but without
limitation, the right to exchange, at its discretion, any or all of the
Collateral upon the merger, consolidation, reorganization, recapitalization or
other readjustment of the Issuer thereof, or upon the exercise by the Issuer
of any right, privilege or option pertaining to any of the Collateral, and, in
connection therewith, to deposit and deliver any and all of the Collateral with
any committee, depository, transfer agent, registrar or other designated



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agent upon such terms and conditions as it may determine, all without
liability except to account for property actually received by it; and




          (c) Subject to any requirement of applicable law, sell, assign and deliver
the whole or, from time to time, any part of the Collateral at the time held by
the Pledgee, at any private sale or at public auction, with or without demand,
advertisement or notice of the time or place of sale or adjournment thereof or
otherwise (all of which are hereby waived, except such notice as is required by
applicable law and cannot be waived), for cash or credit or for other property
for immediate or future delivery, and for such price or prices and on such
terms as the Pledgee in its sole discretion may determine, or as may be
required by applicable law.



          Each Pledgor hereby waives and releases any and all right or equity of
redemption, whether before or after sale hereunder. At any such sale, unless
prohibited by applicable law, the Pledgee may bid for and purchase the whole or
any part of the Collateral so sold free from any such right or equity of
redemption. All moneys received by the Pledgee hereunder whether upon sale of
the Collateral or any part thereof or otherwise shall be held by the Pledgee
and applied by it as provided in Section 10 hereof. No failure or delay on the
part of the Pledgee in exercising any rights hereunder shall operate as a
waiver of any such rights nor shall any single or partial exercise of any such
rights preclude any other or future exercise thereof or the exercise of any
other rights hereunder. The Pledgee shall have no duty as to the collection or
protection of the Collateral or any income thereon nor any duty as to
preservation of any rights pertaining thereto, except to apply the funds in
accordance with the requirements of Section 10 hereof. The Pledgee may
exercise its rights with respect to property held hereunder without resort to
other security for or sources of reimbursement for the Indebtedness. In
addition to the foregoing, Pledgee shall have all of the rights, remedies and
privileges of a secured party under the Uniform Commercial Code of New York
regardless of the jurisdiction in which enforcement hereof is sought.



     9. Private Sale. Each Pledgor recognizes that the Pledgee may be unable
to effect (or to do so only after delay which would adversely affect the value
that might be realized from the Collateral) a public sale of all or part of the
Collateral by reason of certain prohibitions contained in the Securities Act,
and may be compelled to resort to one or more private sales to a restricted
group of purchasers who will be obliged to agree, among other things, to
acquire such Collateral for their own account, for investment and not with a
view to the distribution or resale thereof. Each Pledgor agrees that any such
private sale may be at prices and on terms less favorable to the seller than if
sold at public sales and that such private sales shall be deemed to have been
made in a commercially reasonable manner. Each Pledgor agrees that the Pledgee
has no obligation to delay sale of any Collateral for the period of time
necessary to permit the Issuer to register the Collateral for public sale under
the Securities Act.



     10. Proceeds of Sale. The proceeds of any collection, recovery, receipt,
appropriation, realization or sale of the Collateral shall be applied by the
Pledgee as follows:



          (a) First, to the payment indebtedness of any senior secured creditor or
any party holding a senior secured lien on the Collateral



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          (b) Second, to the payment of all costs, reasonable expenses and charges
of the Pledgee and to the reimbursement of the Pledgee for the prior payment of
such costs, reasonable expenses and charges incurred in connection with the
care and safekeeping of the Collateral (including, without limitation, the
reasonable expenses of any sale or any other disposition of any of the
Collateral), the expenses of any taking, reasonable attorneys’ fees and
reasonable expenses, court costs, any other fees or expenses incurred or
expenditures or advances made by Pledgee in the protection, enforcement or
exercise of its rights, powers or remedies hereunder;



          (c) Third , to the payment of the Indebtedness, in whole or in part, in
such order as the Pledgee may elect, whether or not such Indebtedness is then
due;



          (d) Fourth , to such persons, firms, corporations or other entities as
required by applicable law including, without limitation, Section 9-615(a)(3)
of the UCC; and



          (e) Fifth, to the extent of any surplus to the Pledgors or as a court of
competent jurisdiction may direct.



          In the event that the proceeds of any collection, recovery, receipt,
appropriation, realization or sale are insufficient to satisfy the
Indebtedness, each Pledgor shall be jointly and severally liable for the
deficiency plus the costs and fees of any attorneys employed by Pledgee to
collect such deficiency.



     11. Waiver of Marshaling. Each Pledgor hereby waives any right to compel
any marshaling of any of the Collateral.



     12. No Waiver. Any and all of the Pledgee’s rights with respect to the
Liens granted under this Agreement shall continue unimpaired, and Pledgor shall
be and remain obligated in accordance with the terms hereof, notwithstanding
(a) the bankruptcy, insolvency or reorganization of any Pledgor, (b) the
release or substitution of any item of the Collateral at any time, or of any
rights or interests therein, or (c) any delay, extension of time, renewal,
compromise or other indulgence granted by the Pledgee in reference to any of
the Indebtedness. Each Pledgor hereby waives all notice of any such delay,
extension, release, substitution, renewal, compromise or other indulgence, and
hereby consents to be bound hereby as fully and effectively as if such Pledgor
had expressly agreed thereto in advance. No delay or extension of time by the
Pledgee in exercising any power of sale, option or other right or remedy
hereunder, and no failure by the Pledgee to give notice or make demand, shall
constitute a waiver thereof, or limit, impair or prejudice the Pledgee’s right
to take any action against any Pledgor or to exercise any other power of sale,
option or any other right or remedy.



     13. Expenses. The Collateral shall secure, and each Pledgor shall pay to
Pledgee on demand, from time to time, all reasonable costs and expenses,
(including but not limited to, reasonable attorneys’ fees and costs, taxes, and
all transfer, recording, filing and other charges) of, or incidental to, the
custody, care, transfer, administration of the Collateral or any other
collateral, or in any way relating to the enforcement, protection or
preservation of the rights or remedies of the Pledgee under this Agreement or
with respect to any of the Indebtedness.



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     14. The Pledgee Appointed Attorney-In-Fact and Performance by the Pledgee.
For so long as an Event of Default shall exist and be continuing, each
Pledgor hereby irrevocably constitutes and appoints the Pledgee as such
Pledgor’s true and lawful attorney-in-fact, with full power of substitution, to
execute, acknowledge and deliver any instruments and to do in such Pledgor’s
name, place and stead, all such acts, things and deeds for and on behalf of and
in the name of such Pledgor, which such Pledgor could or might do or which the
Pledgee may deem necessary, desirable or convenient to accomplish the purposes
of this Agreement, including, without limitation, to execute such instruments
of assignment or transfer or orders and to register, convey or otherwise
transfer title to the Collateral into the Pledgee’s name. Each Pledgor hereby
ratifies and confirms all that said attorney-in-fact may so do and hereby
declares said power of attorney to be coupled with an interest and
irrevocable. If any Pledgor fails to perform any agreement herein contained,
the Pledgee may itself perform or cause performance thereof, and any costs and
expenses of the Pledgee incurred in connection therewith shall be paid by the
Pledgors as provided in Section 10 hereof.



     15. Waivers.



          (a) EACH PARTY HERETO HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY
OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (A) ARISING UNDER THIS
AGREEMENT OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED
IN CONNECTION HEREWITH, OR (B) IN ANY WAY CONNECTED WITH OR RELATED OR
INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OTHER AGREEMENT
EXECUTED OR DELIVERED BY THEM IN CONNECTION HEREWITH, OR THE TRANSACTIONS
RELATED HERETO OR THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER
ARISING, AND WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE AND EACH PARTY
HERETO HEREBY AGREES AND CONSENTS THAT ANY CLAIM, DEMAND, ACTION OR CAUSE OF
ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY MAY
FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS
WRITTEN EVIDENCE OF THE CONSENT OF EACH PARTY TO THE WAIVER OF ITS RIGHT TO
TRIAL BY JURY.



     16. Recapture. Notwithstanding anything to the contrary in this
Agreement, if the Pledgee receives any payment or payments on account of the
Indebtedness, which payment or payments or any part thereof are subsequently
invalidated, declared to be fraudulent or preferential, set aside and/or
required to be repaid to a trustee, receiver, or any other party under the
United States Bankruptcy Code, as amended, or any other federal or state
bankruptcy, reorganization, moratorium or insolvency law relating to or
affecting the enforcement of creditors’ rights generally, common law or
equitable doctrine, then to the extent of any sum not finally retained by the
Pledgee and provided such sum is returned or repaid to or for the benefit of
Pledgor, each Pledgor’s obligations to the Pledgee shall be reinstated and this
Agreement shall remain in full force and effect (or be reinstated) until
payment shall have been made to Pledgee, which payment shall be due on demand.



     17. Captions. All captions in this Agreement are included herein for
convenience of reference only and shall not constitute part of this Agreement
for any other purpose.



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     18. Miscellaneous.



          (a) This Agreement constitutes the entire and final agreement among the
parties with respect to the subject matter hereof and may not be changed,
terminated or otherwise varied except by a writing duly executed by the parties
hereto.



          (b) No waiver of any term or condition of this Agreement, whether by
delay, omission or otherwise, shall be effective unless in writing and signed
by the party sought to be charged, and then such waiver shall be effective only
in the specific instance and for the purpose for which given.



          (c) In the event that any provision of this Agreement or the application
thereof to any Pledgor or any circumstance in any jurisdiction governing this
Agreement shall, to any extent, be invalid or unenforceable under any
applicable statute, regulation, or rule of law, such provision shall be deemed
inoperative to the extent that it may conflict therewith and shall be deemed
modified to conform to such statute, regulation or rule of law, and the
remainder of this Agreement and the application of any such invalid or
unenforceable provision to parties, jurisdictions, or circumstances other than
to whom or to which it is held invalid or unenforceable shall not be affected
thereby, nor shall same affect the validity or enforceability of any other
provision of this Agreement.



          (d) This Agreement shall be binding upon each Pledgor, and each Pledgor’s
successors and assigns, and shall inure to the benefit of the Pledgee and its
successors and assigns.



          (e) Any notice or other communication required or permitted pursuant to
this Agreement shall be given in accordance with the Securities Purchase
Agreement.



          (f) This Agreement shall be governed by and construed and enforced in all
respects in accordance with the laws of the State of New York applied to
contracts to be performed wholly within the State of New York.



          (g) EACH PLEDGOR EXPRESSLY CONSENTS TO THE JURISDICTION AND VENUE OF EACH
COURT OF COMPETENT JURISDICTION LOCATED IN THE STATE OF NEW YORK FOR ALL
PURPOSES IN CONNECTION WITH THIS AGREEMENT. ANY JUDICIAL PROCEEDING INVOLVING,
DIRECTLY OR INDIRECTLY ANY MATTER OR CLAIM IN ANY WAY ARISING OUT OF, RELATED
TO OR CONNECTED WITH THIS AGREEMENT SHALL BE BROUGHT ONLY IN A STATE COURT
LOCATED IN THE COUNTY OF NEW YORK, STATE OF NEW YORK. EACH PLEDGOR FURTHER
CONSENTS THAT ANY SUMMONS, SUBPOENA OR OTHER PROCESS OR PAPERS (INCLUDING,
WITHOUT LIMITATION, ANY NOTICE OR MOTION OR OTHER APPLICATION TO EITHER OF THE
AFOREMENTIONED COURTS OR A JUDGE THEREOF) OR ANY NOTICE IN CONNECTION WITH ANY
PROCEEDINGS HEREUNDER, MAY BE SERVED INSIDE OR OUTSIDE OF THE STATE OF NEW YORK
OR THE SOUTHERN DISTRICT OF NEW YORK BY REGISTERED OR CERTIFIED MAIL, RETURN
RECEIPT REQUESTED, OR BY PERSONAL SERVICE PROVIDED A REASONABLE TIME FOR
APPEARANCE IS PERMITTED, OR IN SUCH



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OTHER MANNER AS MAY BE PERMISSIBLE UNDER THE RULES OF SAID COURTS. EACH
PLEDGOR WAIVES ANY OBJECTION TO JURISDICTION AND VENUE OF ANY ACTION
INSTITUTED HEREON AND SHALL NOT ASSERT ANY DEFENSE BASED ON LACK OF
JURISDICTION OR VENUE OR BASED UPON FORUM NON CONVENIENS.




          (h) It is understood and agreed that any person or entity that desires to
become a Pledgor hereunder, or is required to execute a counterpart of this
Stock Pledge Agreement after the date hereof pursuant to the requirements of
any Document, shall become a Pledgor hereunder by (x) executing a Joinder
Agreement in form and substance satisfactory to the Pledgee, (y) delivering
supplements to such exhibits and annexes to such Documents as the Pledgee shall
reasonably request and (z) taking all actions as specified in this Agreement as
would have been taken by such Pledgor had it been an original party to this
Agreement, in each case with all documents required above to be delivered to
the Pledgee and with all documents and actions required above to be taken to
the reasonable satisfaction of the Pledgee.



          (i) This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original and all of which when taken together shall
constitute one and the same agreement. Any signature delivered by a party by
facsimile transmission shall be deemed an original signature hereto.



[Remainder of Page Intentionally Left Blank]




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     IN WITNESS WHEREOF, the parties have duly executed this Agreement as of
the day and year first written above.



	 	 	 	 	 
	 	 	ACCERIS COMMUNICATIONS INC.,

a Florida corporation
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	

	

	 	Name:	 	 
	

	 	 	 	

	

	 	Title:	 	 
	

	 	 	 	

	 
	 	 	 	 
	 	 	COUNSEL COMMUNICATIONS LLC,

a Delaware corporation
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	

	

	 	Name:	 	 
	

	 	 	 	

	

	 	Title:	 	 
	

	 	 	 	

	 
	 	 	 	 
	 	 	COUNSEL CORPORATION (US),

a Delaware corporation
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	

	

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	 	 	LAURUS MASTER FUND, LTD.
	 
	 	 	 	 
	

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Acceris Communications Confidential Materials

October 14, 2004




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