exv10w59



 





EXHIBIT 10.59




GUARANTY




			
	New York, New York
	 	October 14, 2004







     FOR VALUE RECEIVED, and in consideration of note purchases from, loans
made or to be made or credit otherwise extended or to be extended by Laurus
Master Fund, Ltd. (“Laurus”) to or for the account of Acceris Communications
Inc., a Florida corporation (“Debtor”), from time to time and at any time and
for other good and valuable consideration and to induce Laurus, in its
discretion, to purchase such notes, make such loans or extensions of credit and
to make or grant such renewals, extensions, releases of collateral or
relinquishments of legal rights as Laurus may deem advisable, each of the
undersigned (and each of them if more than one, the liability under this
Guaranty being joint and several) (jointly and severally referred to as
“Guarantors” or “the undersigned”) unconditionally guaranties to Laurus, its
successors, endorsees and assigns the prompt payment when due (whether by
acceleration or otherwise) of all present and future obligations and
liabilities of any and all kinds of Debtor to Laurus and of all instruments of
any nature evidencing or relating to any such obligations and liabilities upon
which Debtor or one or more parties and Debtor is or may become liable to
Laurus, whether incurred by Debtor as maker, endorser, drawer, acceptor,
guarantors, accommodation party or otherwise, and whether due or to become due,
secured or unsecured, absolute or contingent, joint or several, and however or
whenever acquired by Laurus, whether arising under, out of, or in connection
with (i) that certain Securities Purchase Agreement dated as of the date hereof
by and between the Debtor and Laurus (the “Securities Purchase Agreement”) and
(ii) each Related Agreement referred to in the Securities Purchase Agreement
(the Securities Purchase Agreement and each Related Agreement, as each may be
amended, modified, restated or supplemented from time to time, are collectively
referred to herein as the “Documents”), or any documents, instruments or
agreements relating to or executed in connection with the Documents or any
documents, instruments or agreements referred to therein or otherwise, or any
other indebtedness, obligations or liabilities of the Debtor to Laurus, 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 (all of which are herein collectively referred to as the
“Obligations”), and irrespective of the genuineness, validity, regularity or
enforceability of such Obligations, or of any instrument evidencing any of the
Obligations 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 the Obligations in any case commenced by or against Debtor under
Title 11, United States Code, including, without limitation, obligations or
indebtedness of Debtor for post-petition interest, fees, costs and charges that
would have accrued or been added to the Obligations but for the commencement of
such case. Terms not otherwise defined herein shall have the meaning assigned
such terms in the Securities Purchase Agreement. In furtherance of the
foregoing, the undersigned hereby agrees as follows:



     1. No
Impairment. Laurus may at any time and from time to time, either
before or after the maturity thereof, without notice to or further consent of
the undersigned, extend the time of payment of, exchange or surrender any
collateral for, renew or extend any of the Obligations or increase or decrease
the interest rate thereon, or any other agreement with Debtor or with any other
party to or person liable on any of the Obligations, or interested therein, for
the extension, renewal, payment, compromise, discharge or release thereof, in
whole or in part, or for any modification of the terms thereof or of any
agreement between Laurus and Debtor or any such other party or person, or make
any election of rights Laurus may deem desirable under the



Acceris Communications Confidential Materials 

October 14, 2004

 









 





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 (any of the foregoing,
an “Insolvency Law”) without in any way impairing or affecting this Guaranty.
This instrument shall be effective regardless of the subsequent incorporation,
merger or consolidation of Debtor, or any change in the composition, nature,
personnel or location of Debtor and shall extend to any successor entity to
Debtor, including a debtor in possession or the like under any Insolvency Law.



     2. Guaranty
Absolute. Each of the undersigned jointly and severally
guarantees that the Obligations will be paid strictly in accordance with the
terms of the Documents and/or any other document, instrument or agreement
creating or evidencing the Obligations, regardless of any law, regulation or
order now or hereafter in effect in any jurisdiction affecting any of such
terms or the rights of Debtor with respect thereto. Guarantors hereby
knowingly accept the full range of risk encompassed within a contract of
“continuing guaranty” which risk includes the possibility that Debtor will
contract additional indebtedness for which Guarantors may be liable hereunder
after Debtor’s financial condition or ability to pay its lawful debts when they
fall due has deteriorated, whether or not Debtor has properly authorized
incurring such additional indebtedness. The undersigned acknowledge that (i)
no oral representations, including any representations to extend credit or
provide other financial accommodations to Debtor, have been made by Laurus to
induce the undersigned to enter into this Guaranty and (ii) any extension of
credit to the Debtor shall be governed solely by the provisions of the
Documents. The liability of each of the undersigned under this Guaranty shall
be absolute and unconditional, in accordance with its terms, and shall remain
in full force and effect without regard to, and shall not be released,
suspended, discharged, terminated or otherwise affected by, any circumstance or
occurrence whatsoever, including, without limitation: (a) any waiver,
indulgence, renewal, extension, amendment or modification of or addition,
consent or supplement to or deletion from or any other action or inaction under
or in respect of the Documents or any other instruments or agreements relating
to the Obligations or any assignment or transfer of any thereof, (b) any lack
of validity or enforceability of any Document or other documents, instruments
or agreements relating to the Obligations or any assignment or transfer of any
thereof, (c) any furnishing of any additional security to Laurus or its
assignees or any acceptance thereof or any release of any security by Laurus or
its assignees, (d) any limitation on any party’s liability or obligation under
the Documents or any other documents, instruments or agreements relating to the
Obligations or any assignment or transfer of any thereof or any invalidity or
unenforceability, in whole or in part, of any such document, instrument or
agreement or any term thereof, (e) any bankruptcy, insolvency, reorganization,
composition, adjustment, dissolution, liquidation or other like proceeding
relating to Debtor, or any action taken with respect to this Guaranty by any
trustee or receiver, or by any court, in any such proceeding, whether or not
the undersigned shall have notice or knowledge of any of the foregoing, (f) any
exchange, release or nonperfection of any collateral, or any release, or
amendment or waiver of or consent to departure from any guaranty or security,
for all or any of the Obligations or (g) any other circumstance which might
otherwise constitute a defense available to, or a discharge of, the
undersigned. Any amounts due from the undersigned to Laurus shall bear
interest until such amounts are paid in full at the highest rate then
applicable to the Obligations. Obligations include post-petition interest
whether or not allowed or allowable.



Acceris Communications Confidential Materials

October 14, 2004



-2-









 





     3. Waivers.




     (a) This Guaranty is a guaranty of payment and not of collection.
Laurus shall be under no obligation to institute suit, exercise rights or
remedies or take any other action against Debtor or any other person
liable with respect to any of the Obligations or resort to any collateral
security held by it to secure any of the Obligations as a condition
precedent to the undersigned being obligated to perform as agreed herein
and each of the Guarantors hereby waives any and all rights which it may
have by statute or otherwise which would require Laurus to do any of the
foregoing. Each of the Guarantors further consents and agrees that
Laurus shall be under no obligation to marshal any assets in favor of
Guarantors, or against or in payment of any or all of the Obligations.
The undersigned hereby waives all suretyship defenses and any rights to
interpose any defense, counterclaim or offset of any nature and
description which the undersigned may have or which may exist between and
among Laurus, Debtor and/or the undersigned with respect to the
undersigned’s obligations under this Guaranty, or which Debtor may assert
on the underlying debt, including but not limited to failure of
consideration, breach of warranty, fraud, payment (other than cash
payment in full of the Obligations), statute of frauds, bankruptcy,
infancy, statute of limitations, accord and satisfaction, and usury.




     (b) Each of the undersigned further waives (i) notice of the
acceptance of this Guaranty, of the making of any such loans or
extensions of credit, and of all notices and demands of any kind to which
the undersigned may be entitled, including, without limitation, notice of
adverse change in Debtor’s financial condition or of any other fact which
might materially increase the risk of the undersigned and (ii)
presentment to or demand of payment from anyone whomsoever liable upon
any of the Obligations, protest, notices of presentment, non-payment or
protest and notice of any sale of collateral security or any default of
any sort.




     (c) Notwithstanding any payment or payments made by the undersigned
hereunder, or any setoff or application of funds of the undersigned by
Laurus, the undersigned shall not be entitled to be subrogated to any of
the rights of Laurus against Debtor or against any collateral or
guarantee or right of offset held by Laurus for the payment of the
Obligations, nor shall the undersigned seek or be entitled to seek any
contribution or reimbursement from Debtor in respect of payments made by
the undersigned hereunder, until all amounts owing to Laurus by Debtor on
account of the Obligations are paid in full and Laurus’ obligation to
extend credit pursuant to the Documents have been terminated. If,
notwithstanding the foregoing, any amount shall be paid to the
undersigned on account of such subrogation rights at any time when all of
the Obligations shall not have been paid in full and Laurus’ obligation
to extend credit pursuant to the Documents shall not have been
terminated, such amount shall be held by the undersigned in trust for
Laurus subject to the right of any senior creditor, segregated from other
funds of the undersigned, and shall, subject to the right of any senior
creditor forthwith upon, and in any event within two (2) business days
of, receipt by the undersigned, be turned over to Laurus in the exact
form received by the undersigned (duly endorsed by the undersigned to
Laurus, if required), to be applied against the Obligations, whether
matured or unmatured, in such order as Laurus may determine, subject to
the provisions of the Documents. Any and all present and future debts
and obligations of Debtor to any of the undersigned are hereby waived and
postponed in favor



Acceris Communications Confidential Materials

October 14, 2004



-3-









 






of, and subordinated to the full payment and performance of, all
present and future debts and Obligations of Debtor to Laurus.



     4. Security. All sums at any time to the credit of the undersigned and
any property of the undersigned in Laurus’ possession or in the possession of
any bank, financial institution or other entity that directly or indirectly,
through one or more intermediaries, controls or is controlled by, or is under
common control with, Laurus (each such entity, an “Affiliate”) shall be deemed
held by Laurus or such Affiliate, as the case may be, as security for any and
all of the undersigned’s obligations to Laurus and to any Affiliate of Laurus,
no matter how or when arising and whether under this or any other instrument,
agreement or otherwise, subject to the rights of any senior creditor.



     5. Representations
and Warranties. Each of the undersigned respectively,
hereby jointly and severally represents and warrants (all of which
representations and warranties shall survive until all Obligations are
indefeasibly satisfied in full and the Documents have been irrevocably
terminated), that:




     (a)
Corporate Status. It is a corporation, partnership or limited
liability company, as the case may be, duly organized, validly existing
and in good standing under the laws of its jurisdiction of organization
indicated on the signature page hereof and has full power, authority and
legal right to own its property and assets and to transact the business
in which it is engaged.




     (b)
Authority and Execution. It has full power, authority and legal
right to execute and deliver, and to perform its obligations under, this
Guaranty and has taken all necessary corporate, partnership or limited
liability company, as the case may be, action to authorize the execution,
delivery and performance of this Guaranty.




     (c)
Legal, Valid and Binding Character. This Guaranty constitutes
its legal, valid and binding obligation enforceable in accordance with
its terms, except as enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or other laws of
general application affecting the enforcement of creditor’s rights and
general principles of equity that restrict the availability of equitable
or legal remedies.




     (d)
Violations. The execution, delivery and performance of this
Guaranty will not violate any requirement of law applicable to it or any
contract, agreement or instrument to it is a party or by which it or any
of its property is bound or result in the creation or imposition of any
mortgage, lien or other encumbrance other than to Laurus on any of its
property or assets pursuant to the provisions of any of the foregoing,
which, in any of the foregoing cases, could reasonably be expected to
have, either individually or in the aggregate, a Material Adverse Effect.




     (e)
Consents or Approvals. No consent of any other person or entity
(including, without limitation, any creditor of the undersigned) and no
consent, license, permit, approval or authorization of, exemption by,
notice or report to, or registration, filing or declaration with, any
governmental authority is required in connection with the execution,
delivery, performance, validity or enforceability of this Guaranty by it,
except



Acceris Communications Confidential Materials

October 14, 2004



-4-









 






to the extent that the failure to obtain any of the foregoing could
not reasonably be expected to have, either individually or in the
aggregate, a Material Adverse Effect.




     (f)
Litigation. No litigation, arbitration, investigation or
administrative proceeding of or before any court, arbitrator or
governmental authority, bureau or agency is currently pending or, to the
best of its knowledge, threatened (i) with respect to this Guaranty or
any of the transactions contemplated by this Guaranty or (ii) against or
affecting it, or any of its property or assets, which, in each of the
foregoing cases, if adversely determined, could reasonably be expected to
have a Material Adverse Effect.




     (g)
Financial Benefit. It has derived or expects to derive a
financial or other advantage from each and every loan, advance or
extension of credit made under the Documents or other Obligation incurred
by the Debtor to Laurus.



     6. Acceleration.




     (a) If any breach of any covenant or condition or other event of
default shall occur and be continuing under any agreement made by Debtor
or any of the undersigned to Laurus, or either Debtor or any of the
undersigned should at any time become insolvent, or make a general
assignment, or if a proceeding in or under any Insolvency Law shall be
filed or commenced by, or in respect of, any of the undersigned, or if a
notice of any lien, levy, or assessment is filed of record with respect
to any assets of any of the undersigned by the United States of America
or any department, agency, or instrumentality thereof, or if any taxes or
debts owing at any time or times hereafter to any one of them becomes a
lien or encumbrance upon any assets of the undersigned in Laurus’
possession, or otherwise, any and all Obligations shall for purposes
hereof, at Laurus’ option, be deemed due and payable without notice
notwithstanding that any such Obligation is not then due and payable by
Debtor.




     (b) Each of the undersigned will promptly notify Laurus of any
default by such undersigned in its respective performance or observance
of any term or condition of any agreement to which the undersigned is a
party if the effect of such default is to cause, or permit the holder of
any obligation under such agreement to cause, such obligation to become
due prior to its stated maturity and, if such an event occurs, Laurus
shall have the right to accelerate such undersigned’s obligations
hereunder.



     7. Payments
from Guarantors. Laurus, in its sole and absolute discretion,
with or without notice to the undersigned, may apply on account of the
Obligations any payment from the undersigned or any other guarantors, or
amounts realized from any security for the Obligations not subject to the
rights of any senior creditor, or may deposit any and all such amounts realized
in a non-interest bearing cash collateral deposit account to be maintained as
security for the Obligations.



     8. Costs. The undersigned shall pay on demand, all reasonable costs, fees
and expenses (including expenses for legal services of every kind) relating or
incidental to the enforcement or protection of the rights of Laurus hereunder
or under any of the Obligations.



     9. No
Termination. This is a continuing irrevocable guaranty and shall
remain in full force and effect and be binding upon the undersigned, and each
of the undersigned’s



Acceris Communications Confidential Materials

October 14, 2004



-5-









 





successors and assigns, until all of the Obligations have been paid in
full and Laurus’ obligation to extend credit pursuant to the Documents has been
irrevocably terminated. If any of the present or future Obligations are
guarantied by persons, partnerships or corporations in addition to the
undersigned, the death, release or discharge in whole or in part or the
bankruptcy, merger, consolidation, incorporation, liquidation or dissolution of
one or more of them shall not discharge or affect the liabilities of any
undersigned under this Guaranty.



     10. Recapture. Anything in this Guaranty to the contrary notwithstanding,
if Laurus receives any payment or payments on account of the liabilities
guaranteed hereby, 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
any Insolvency Law, common law or equitable doctrine, then to the extent of any
sum not finally retained by Laurus that is retained or repaid to or for the
benefit, the undersigned’s obligations to Laurus shall be reinstated and this
Guaranty shall remain in full force and effect (or be reinstated) until payment
shall have been made to Laurus, which payment shall be due on demand.



     11. Books
and Records. The books and records of Laurus showing the
account between Laurus and Debtor shall be admissible in evidence in any action
or proceeding, shall be binding upon the undersigned for the purpose of
establishing the items therein set forth and shall constitute prima facie proof
thereof.



     12. No
Waiver. No failure on the part of Laurus to exercise, and no delay
in exercising, any right, remedy or power hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise by Laurus of any right,
remedy or power hereunder preclude any other or future exercise of any other
legal right, remedy or power. Each and every right, remedy and power hereby
granted to Laurus or allowed it by law or other agreement shall be cumulative
and not exclusive of any other, and may be exercised by Laurus at any time and
from time to time.



     13. Waiver
of Jury Trial. EACH OF THE UNDERSIGNED DOES HEREBY KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT TO TRIAL BY JURY IN ANY ACTION OR
PROCEEDING BASED ON OR WITH RESPECT TO THIS GUARANTY OR ANY OF THE TRANSACTIONS
CONTEMPLATED HEREBY OR RELATING OR INCIDENTAL HERETO. THE UNDERSIGNED DOES
HEREBY CERTIFY THAT NO REPRESENTATIVE OR AGENT OF LAURUS HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT LAURUS WOULD NOT, IN THE EVENT OF LITIGATION, SEEK
TO ENFORCE THIS WAIVER OF RIGHT TO JURY TRIAL PROVISION.



     14. Governing
Law; Jurisdiction; Amendments. THIS INSTRUMENT CANNOT BE
CHANGED OR TERMINATED ORALLY, AND SHALL BE GOVERNED, CONSTRUED AND INTERPRETED
AS TO VALIDITY, ENFORCEMENT AND IN ALL OTHER RESPECTS IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK WITHOUT HAVING EFFECT TO PRINCIPLES OF CONFLICTS
OF LAWS. EACH OF THE UNDERSIGNED EXPRESSLY CONSENTS TO THE JURISDICTION AND
VENUE OF THE SUPREME COURT OF THE STATE OF NEW YORK, COUNTY OF NEW YORK, AND OF
THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK FOR ALL
PURPOSES IN CONNECTION HEREWITH. ANY JUDICIAL



Acceris Communications Confidential Materials

October 14, 2004



-6-









 





PROCEEDING BY THE UNDERSIGNED AGAINST LAURUS INVOLVING, DIRECTLY OR
INDIRECTLY ANY MATTER OR CLAIM IN ANY WAY ARISING OUT OF, RELATED TO OR
CONNECTED HEREWITH SHALL BE BROUGHT ONLY IN THE SUPREME COURT OF THE STATE OF
NEW YORK, COUNTY OF NEW YORK OR THE UNITED STATES DISTRICT COURT FOR THE
SOUTHERN DISTRICT OF NEW YORK. THE UNDERSIGNED 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 OTHER MANNER AS MAY BE PERMISSIBLE UNDER THE RULES OF
SAID COURTS. EACH OF THE UNDERSIGNED 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.



     15. Severability. To the extent permitted by applicable law, any
provision of this Guaranty which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.



     16. Amendments,
Waivers. No amendment or waiver of any provision of this
Guaranty nor consent to any departure by the undersigned therefrom shall in any
event be effective unless the same shall be in writing executed by each of the
undersigned directly affected by such amendment and/or waiver and Laurus.



     17. Notice. All notices, requests and demands to or upon the undersigned,
shall be in writing and shall be deemed to have been duly given or made (a)
when delivered, if by hand, (b) three (3) days after being sent, postage
prepaid, if by registered or certified mail, (c) when confirmed electronically,
if by facsimile, or (d) when delivered, if by a recognized overnight delivery
service in each event, to the numbers and/or address set forth beneath the
signature of the undersigned. Attempted delivery of any notice or request
hereunder by electronic transmission (including, but not limited to, electronic
mail) or communications through the internet shall not constitute delivery
hereunder.



     18. Successors. Laurus may, from time to time, without notice to the
undersigned, sell, assign, transfer or otherwise dispose of all or any part of
the Obligations and/or rights under this Guaranty. Without limiting the
generality of the foregoing, Laurus may assign, or grant participations to, one
or more banks, financial institutions or other entities all or any part of any
of the Obligations. In each such event, Laurus, its Affiliates and each and
every immediate and successive purchaser, assignee, transferee or holder of all
or any part of the Obligations shall have the right to enforce this Guaranty,
by legal action or otherwise, for its own benefit as fully as if such
purchaser, assignee, transferee or holder were herein by name specifically
given such right. Laurus shall have an unimpaired right to enforce this
Guaranty for its benefit with respect



Acceris Communications Confidential Materials

October 14, 2004



-7-









 





to that portion of the Obligations which Laurus has not disposed of, sold,
assigned, or otherwise transferred.



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



     20. Release. Nothing except cash payment in full of the Obligations shall
release any of the undersigned from liability under this Guaranty.



[Remainder of this page is blank.

Signature page immediately follows]




Acceris Communications Confidential Materials

October 14, 2004



-8-









 





     IN WITNESS WHEREOF, this Guaranty has been executed by the undersigned
this 14th day of October, 2004.



	 	 	 	 	 
	 	 	ACCERIS COMMUNICATIONS

TECHNOLOGIES INC.
	

	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	

	

	 	Name:	 	 
	

	 	 	 	

	

	 	Title:	 	 
	

	 	 	 	

	 
	 	 	 	 
	

	 	Address:	 	 
	 
	 	 	 	 
	

	 	Telephone:	 	 
	

	 	Facsimile:	 	 
	 	 	State of Incorporation: Delaware
	

	 	 	 	 
	 	 	ACCERIS COMMUNICATIONS CORP.
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	

	

	 	Name:	 	 
	

	 	 	 	

	

	 	Title:	 	 
	

	 	 	 	

	 
	 	 	 	 
	

	 	Address:	 	 
	 
	 	 	 	 
	

	 	Telephone:	 	 
	

	 	Facsimile:	 	 
	 	 	State of Incorporation: Delaware
	 
	 	 	 	 
	 	 	COUNSEL CORPORATION
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	

	

	 	Name:	 	 
	

	 	 	 	

	

	 	Title:	 	 
	

	 	 	 	

	 
	 	 	 	 
	

	 	Address:	 	 
	 
	 	 	 	 
	

	 	Telephone:	 	 
	

	 	Facsimile:	 	 
	 	 	Jurisdiction of Organization: Ontario, Canada
	 
	 	 	 	 
	 	 	COUNSEL COMMUNICATIONS LLC
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	

	

	 	Name:	 	 
	

	 	 	 	

	

	 	Title:	 	 
	

	 	 	 	








Acceris Communications Confidential Materials

October 14, 2004




-9-









 





	 	 	 	 	 
	

	 	Address:	 	 
	 
	 	 	 	 
	

	 	Telephone:	 	 
	

	 	Facsimile:	 	 
	 	 	Jurisdiction of Organization: Delaware
	 
	 	 	 	 
	 	 	COUNSEL CORPORATION (US)
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	

	

	 	Name:	 	 
	

	 	 	 	

	

	 	Title:	 	 
	

	 	 	 	

	 
	 	 	 	 
	

	 	Address:	 	 
	 
	 	 	 	 
	

	 	Telephone:	 	 
	

	 	Facsimile:	 	 
	 	 	State of Incorporation: Delaware







Acceris Communications Confidential Materials

October 14, 2004




-10-