FOURTH AMENDMENT TO SENIOR CONVERTIBLE LOAN AND SECURITY AGREEMENT

Exhibit 10.48

FOURTH AMENDMENT
TO
SENIOR CONVERTIBLE LOAN AND SECURITY AGREEMENT

     THIS FOURTH AMENDMENT TO SENIOR CONVERTIBLE LOAN AND SECURITY AGREEMENT is made and entered into as of June 30, 2004 , by and between Acceris Communications Inc. (formerly known as I-Link Incorporated), a Florida corporation (the “Borrower”) and Counsel Corporation, an Ontario corporation (“Counsel Corp”), and Counsel Capital Corporation, an Ontario corporation (“Counsel Capital”), (collectively hereinafter referred to as the “Parties”).

     WHEREAS, Counsel Communications, LLC, a Delaware limited liability company (“CCOM”) having assigned ninety percent (90%) of its right title and interests in the Loan Agreement (as hereinafter defined) subject to the Amended Debt Restructuring Agreement (as hereinafter defined) on October 31, 2001, to Counsel Corp and ten percent (10%) of its right, title and interests to Counsel Capital (hereinafter Counsel Corp and Counsel Capital collectively referred to as the “Lender"); and

     WHEREAS, the Borrower and the Lender are Parties to a Senior Convertible Loan and Security Agreement, dated March 1, 2001 as amended by the First, Second and Third Amendments to Senior Convertible Loan and Security Agreement, dated May 8, 2001, March 1, 2003 and November 19, 2003 (collectively the “Loan Agreement”) and subject of the Amended and Restated Debt Restructuring Agreement dated October 15, 2002 between Borrower, Counsel Corporation (US), a Delaware corporation, and CCOM (the “Amended Debt Restructuring Agreement”); and

     WHEREAS, the Parties, inter alia, desire to amend the Loan Agreement effective as of June 30, 2004 (the “Effective Date”) as provided herein.

     NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the Parties agree as follows:

     1. Extension of Maturity Date. Effective as of the Effective Date, Section 4 of the Loan Agreement is hereby amended and restated in its entirety to read as follows:

     “Section 4. Term. This Agreement shall be effective from the date hereof and shall terminate on December 31, 2005, unless terminated earlier pursuant to the default provisions of this Agreement (the “Maturity Date”). Principal and interest shall be due and payable on the Maturity Date.”

[See attached signature page]

Signature page
to
Fourth Amendment to Senior Convertible Loan and Security Agreement
dated as of June 30, 2004

     IN WITNESS WHEREOF, the Borrower and the Lender have executed this Fourth Amendment as the date first set forth above.