FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT

Exhibit 10.49

FIRST AMENDMENT
TO
AMENDED AND RESTATED LOAN AGREEMENT

     THIS FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT is made and entered into as of June 30, 2004 (the “Effective Date”) by and between Acceris Communications Inc., formerly known as I-Link Incorporated, a Florida corporation (the “Borrower”) and Counsel Corporation (US), a Delaware corporation (the “Lender”).

     WHEREAS, the Borrower and Lender are parties to an Amended and Restated Loan Agreement, dated January 30, 2004 (the “Loan Agreement”) and the parties desire to amend the Loan Agreement as provided herein.

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

     1. Extension of Maturity Date. Effective as of the Effective Date, Section 2 of the Loan Agreement is hereby amended and restated in its entirety to read as follows:

     All borrowings hereunder, together with any interest thereon, shall be due and payable to CCUS in one installment on December 31, 2005 (the “Maturity Date”). Interest shall accrue and be compounded quarterly and shall result in a corresponding increase in the principal amount of the Indebtedness.

     2. Effect on Loan Agreement and Loan Note. This First Amendment is not intended, nor shall it be construed, as a modification or termination of the Amended and Restated Debt Restructuring Agreement, dated October 15, 2002. Except as expressly provided herein, the Loan Agreement and the Note annexed thereto are hereby ratified and confirmed and remain in full force and effect in accordance with their respective terms.

     IN WITNESS WHEREOF, the Borrower and the Lender have executed this First Amendment as of the Effective Date.

[See attached signature page]

[Signature page to First Amendment to Amended and Restated Loan Agreement, dated
January 30, 2004]