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<SEC-DOCUMENT>0000950144-01-003475.txt : 20010314
<SEC-HEADER>0000950144-01-003475.hdr.sgml : 20010314
ACCESSION NUMBER:		0000950144-01-003475
CONFORMED SUBMISSION TYPE:	SC 13D
PUBLIC DOCUMENT COUNT:		4
FILED AS OF DATE:		20010313
GROUP MEMBERS:		ALLAN C. SILBER
GROUP MEMBERS:		COUNSEL CAPITAL CORPORATION
GROUP MEMBERS:		COUNSEL COMMUNICATIONS LLC
GROUP MEMBERS:		COUNSEL CORP

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			I LINK INC
		CENTRAL INDEX KEY:			0000849145
		STANDARD INDUSTRIAL CLASSIFICATION:	TELEGRAPH & OTHER MESSAGE COMMUNICATIONS [4822]
		IRS NUMBER:				592291344
		STATE OF INCORPORATION:			FL
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13D
		SEC ACT:		
		SEC FILE NUMBER:	005-40638
		FILM NUMBER:		1566885

	BUSINESS ADDRESS:	
		STREET 1:		13751 S WADSWORTH PK DR SUITE 200
		STREET 2:		STE 200
		CITY:			DRAPER
		STATE:			UT
		ZIP:			84020
		BUSINESS PHONE:		8015765000

	MAIL ADDRESS:	
		STREET 1:		13751 S WADSWORTH PK DR
		STREET 2:		STE 200
		CITY:			DRAPER
		STATE:			UT
		ZIP:			84020

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	MEDCROSS INC
		DATE OF NAME CHANGE:	19920703

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			COUNSEL CORP
		CENTRAL INDEX KEY:			0000939897
		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICES-HEALTH SERVICES [8000]
		IRS NUMBER:				86762309
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13D

	BUSINESS ADDRESS:	
		STREET 1:		EXCHANGE TOWER STE 1300
		STREET 2:		2 FIRST CANADIAN PL
		CITY:			TORONTO ONTARIO CANA
		STATE:			A6
		BUSINESS PHONE:		4168663000

	MAIL ADDRESS:	
		STREET 1:		EXCHANGE TOWER STE 1300
		STREET 2:		2 FIRST CANADIAN PL
		CITY:			TORONTO ONTARIO
		STATE:			A6
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13D
<SEQUENCE>1
<FILENAME>g67581sc13d.txt
<DESCRIPTION>I-LINK INCORPORATED
<TEXT>

<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  SCHEDULE 13D

                    Under the Securities Exchange Act of 1934
                                (AMENDMENT NO. )

                              I-LINK, INCORPORATED
                                (Name of Issuer)

                                  COMMON STOCK
                         (Title of Class of Securities)

                                   449927-10-2
                                 (CUSIP Number)

                                 ALLAN C. SILBER
                               COUNSEL CORPORATION
                               THE EXCHANGE TOWER
                        130 KING STREET WEST, SUITE 1300
                        TORONTO, ONTARIO, CANADA M5X 1E3
                                 (416) 866-3000
                     (Name, Address and Telephone Number of
             Person Authorized to Receive Notice and Communications)

                                  MARCH 1, 2001
             (Date of Event which Requires Filing of this Statement)

         If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-l(f) or 13d-l(g), check the
following box [ ].


         NOTE: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits.


                         (Continued on following pages)

                               (PAGE 1 OF 9 PAGES)

         *The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.

         The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Exchange Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).


<PAGE>   2

CUSIP NO.  449927-10-2     13D                                 PAGE 2 OF 9 PAGES



(1)      NAME OF REPORTING PERSON
         S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
         COUNSEL COMMUNICATIONS, LLC



(2)      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                         (a) [ ]

                                                                         (b) [ ]

(3)      SEC USE ONLY



(4)      SOURCE OF FUNDS *
         WC



(5)      CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
         TO ITEMS 2(d) or (e)                                                [ ]



(6)      CITIZENSHIP OR PLACE OF ORGANIZATION
         DELAWARE


NUMBER OF SHARES           (7)      SOLE VOTING POWER
                                    67,932,804  (SEE ITEM 5)

BENEFICIALLY               (8)      SHARED VOTING POWER
                                    0  (SEE ITEM 5)

OWNED BY EACH              (9)      SOLE DISPOSITIVE POWER
                                    67,932,804  (SEE ITEM 5)

REPORTING PERSON           (10)     SHARED DISPOSITIVE POWER
                                    0  (SEE ITEM 5)


(11)     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
         67,932,804 SHARES OF COMMON STOCK (SEE ITEM 5)


(12)     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
         SHARES*                                                             [ ]


(13)     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
         67.2% (See Item 5)


(14)     TYPE OF REPORTING PERSON *
         OO


<PAGE>   3


CUSIP NO.  449927-10-2     13D                                 PAGE 3 OF 9 PAGES



(1)      NAME OF REPORTING PERSON
         S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
         COUNSEL CORPORATION



(2)      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                         (a) [ ]

                                                                         (b) [ ]

(3)      SEC USE ONLY



(4)      SOURCE OF FUNDS *
         N/A (SEE ITEM 3)



(5)      CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
         TO ITEMS 2(d) or (e)                                                [ ]



(6)      CITIZENSHIP OR PLACE OF ORGANIZATION
         ONTARIO, CANADA


NUMBER OF SHARES           (7)      SOLE VOTING POWER
                                    0  (SEE ITEM 5)

BENEFICIALLY               (8)      SHARED VOTING POWER
                                    0  (SEE ITEM 5)

OWNED BY EACH              (9)      SOLE DISPOSITIVE POWER
                                    0  (SEE ITEM 5)

REPORTING PERSON           (10)     SHARED DISPOSITIVE POWER
                                    0  (SEE ITEM 5)


(11)     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
         67,932,804 SHARES OF COMMON STOCK (SEE ITEM 5)

(12)     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
         SHARES*                                                             [ ]

(13)     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
         67.2% (See Item 5)

(14)     TYPE OF REPORTING PERSON *
         CO


<PAGE>   4


CUSIP NO.  449927-10-2     13D                                 PAGE 4 OF 9 PAGES



(1)      NAME OF REPORTING PERSON
         S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
         COUNSEL CAPITAL CORPORATION



(2)      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                         (a) [ ]

                                                                         (b) [ ]

(3)      SEC USE ONLY



(4)      SOURCE OF FUNDS *
         N/A (SEE ITEM 3)



(5)      CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
         TO ITEMS 2(d) or (e)                                                [ ]



(6)      CITIZENSHIP OR PLACE OF ORGANIZATION
         ONTARIO, CANADA


NUMBER OF SHARES           (7)      SOLE VOTING POWER
                                    0  (SEE ITEM 5)

BENEFICIALLY               (8)      SHARED VOTING POWER
                                    0  (SEE ITEM 5)

OWNED BY EACH              (9)      SOLE DISPOSITIVE POWER
                                    0  (SEE ITEM 5)

REPORTING PERSON           (10)     SHARED DISPOSITIVE POWER
                                    0  (SEE ITEM 5)


(11)     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
         67,932,804 SHARES OF COMMON STOCK (SEE ITEM 5)

(12)     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
         SHARES*                                                             [ ]

(13)     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
         67.2% (See Item 5)

(14)     TYPE OF REPORTING PERSON *
         CO

<PAGE>   5


CUSIP NO.  449927-10-2     13D                                 PAGE 5 OF 9 PAGES



(1)      NAME OF REPORTING PERSON
         S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
         ALLAN C. SILBER



(2)      CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                                         (a) [ ]

                                                                         (b) [ ]

(3)      SEC USE ONLY



(4)      SOURCE OF FUNDS *
         NA (See Item 3)



(5)      CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT
         TO ITEMS 2(d) or (e)                                                [ ]



(6)      CITIZENSHIP OR PLACE OF ORGANIZATION
         TORONTO, ONTARIO, CANADA


NUMBER OF SHARES           (7)      SOLE VOTING POWER
                                    0  (SEE ITEM 5)

BENEFICIALLY               (8)      SHARED VOTING POWER
                                    0  (SEE ITEM 5)

OWNED BY EACH              (9)      SOLE DISPOSITIVE POWER
                                    0  (SEE ITEM 5)

REPORTING PERSON           (10)     SHARED DISPOSITIVE POWER
                                    0  (SEE ITEM 5)


(11)     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
         0  (SEE ITEM 5)

(12)     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
         SHARES*                                                             [X]
         MR. SILBER DISCLAIMS BENEFICIAL OWNERSHIP OF THE HOLDINGS OF
         COUNSEL CORPORATION, COUNSEL CAPITAL CORPORATION AND COUNSEL
         COMMUNICATIONS, LLC AS DESCRIBED IN ITEM 5.

(13)     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
         0% (See Item 5)

(14)     TYPE OF REPORTING PERSON *
         IN


<PAGE>   6

                                                               PAGE 6 OF 9 PAGES


         ITEM 1.  SECURITY AND ISSUER.

         This Schedule 13D relates to the Common Stock par value $.007 per share
the "Common Stock") of I-Link Incorporated, a Florida corporation (the "Issuer")
and a promissory note convertible into Common Stock. The Issuer's principal
executive offices are located at 13751 S. Wadsworth Park Drive, Suite 200,
Draper, Utah 84020.

         ITEM 2.  IDENTITY AND BACKGROUND.

         (a)      The reporting persons are Counsel Corporation, an Ontario,
                  Canada corporation ("Counsel"), Counsel Capital Corporation,
                  an Ontario, Canada corporation and wholly owned subsidiary of
                  Counsel ("Counsel Capital"), Counsel Communications, LLC
                  ("Counsel Communications"), a Delaware limited liability
                  company that is owned jointly by Counsel and Counsel Capital,
                  and Allan C. Silber, an individual citizen of Ontario, Canada.
                  The directors and executive officers of Counsel, Counsel
                  Capital and Counsel Communications as of the date hereof are
                  set forth on Schedule A attached hereto and incorporated
                  herein by reference.

         (b)      The principal business address of Counsel, Counsel Capital and
                  Mr. Silber is: Exchange Tower, Suite 1300, 2 First Canadian
                  Place, 130 King Street West, Toronto, Ontario M5X 1E3. The
                  principal business address of Counsel Communications is 280
                  Park Avenue, West Building, 28th Floor, New York, New York
                  10017. The principal business address of each of the directors
                  and executive officers of Counsel, Counsel Capital and Counsel
                  Communications is set forth on Schedule A attached hereto and
                  incorporated herein by reference.

         (c)      Counsel's principal business is the acquisition of significant
                  positions in, and the active management of, a portfolio of
                  operating companies that possess enabling technologies that
                  provide a competitive advantage for their end users and have
                  the potential to contribute to the transformation of the
                  business environment. Counsel Capital is a wholly owned
                  subsidiary of Counsel. Ten percent (10%) of Counsel
                  Communications owned by Counsel Capital and the remaining
                  ninety percent (90%) of Counsel Communications is owned by
                  Counsel. Mr. Silber's principal occupation is the Chairman and
                  Chief Executive Officer of Counsel. The principal occupation
                  of each director and executive officer of Counsel, Counsel
                  Capital and Counsel Communications, including the principal
                  business and address of any organization in which such
                  employment is conducted, is set forth on Schedule A attached
                  hereto and is incorporated herein by reference.

         (d)      During the last five years, neither Counsel, Counsel Capital,
                  Counsel Communications nor Mr. Silber has been convicted in a
                  criminal proceeding (excluding traffic violations or similar
                  misdemeanors).

         (e)      During the last five years, neither Counsel, Counsel Capital,
                  Counsel Communications nor Mr. Silber has been a party to a
                  civil proceeding of a judicial or administrative body of
                  competent jurisdiction and as a result of such proceeding was
                  or is subject to a judgment, decree or final order enjoining
                  future violations or, or prohibiting or mandating activities
                  subject to, federal or state securities laws or finding any
                  violation with respect to such laws.

         (f)      Mr. Silber is a citizen of Canada.


<PAGE>   7

                                                               PAGE 7 OF 9 PAGES


         ITEM 3.  SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

         Counsel Communications purchased shares of preferred stock of the
Issuer from Winter Harbor, LLC, pursuant to the terms of a Securities Purchase
Agreement by and between Winter Harbor and Counsel Communications that is
attached hereto as Exhibit 1.2 (the "Purchase Agreement"). The preferred stock
purchased pursuant to the Purchase Agreement was purchased with an intent to
convert it into shares of Common Stock, and on March 7, 2001, it was converted
into 62,575,661 shares of Common Stock.

         ITEM 4.  PURPOSE OF TRANSACTION.

         The Issuer's securities that are presently beneficially owned by
Counsel, Counsel Capital, Counsel Communications and Mr. Silber were acquired
and are currently being held for investment purposes. Counsel Communications may
acquire additional shares in the open market, in privately negotiated
transactions or otherwise. Subject to certain transfer restrictions set forth
under federal and state securities laws, Counsel Communications may attempt to
dispose of the shares owned by it in the open market, in privately negotiated
transactions or otherwise.

         In connection with Counsel Communication's purchase of the Issuer's
securities described in Item 5, the Issuer has agreed that Counsel
Communications shall be entitled to immediately add two nominees to be
designated by Counsel Communications to Issuer's Board of Directors. Subsequent
to the appointment of those designees, the Issuer's Board of Directors of will
consist of six (6) members. The Issuer also has agreed to increase the size of
its Board of Directors to no more than nine (9) members and, as soon as
reasonably possible, has agreed to solicit the proxies of the Issuer's
shareholders to elect three (3) additional nominees designated by Counsel
Communications. The Issuer has also agreed that its Compensation and Audit
Committees shall each include one Director that is nominated by Counsel
Communications.

         Counsel Communications has also agreed to lend the Issuer up to ten
million dollars ($10,000,000), of which three million dollars ($3,000,000) was
funded on March 1, 2001 pursuant to a convertible promissory note (the "Note").
Counsel Communications is permitted to convert the outstanding balance of the
Note plus accrued interest at any time after March 1, 2001 at a conversion price
of $0.56 per share of Common Stock.

         Except as set forth above, and in Item 3, neither Counsel, Counsel
Capital, Counsel Communications nor Mr. Silber have any present plans or
intentions that would result in or relate to any of the transactions described
in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

         ITEM 5.  INTEREST IN SECURITIES OF THE ISSUER.

         As of the close of business on March 7, 2001, each of Counsel, Counsel
Capital and Counsel Communications beneficially owns in the aggregate 67,932,804
shares of the Issuer's common stock,
<PAGE>   8

                                                               PAGE 8 OF 9 PAGES


which constitutes 67.2% of the outstanding shares of Issuer's common stock.
Counsel and Counsel Capital are reporting persons for purposes of this Schedule
13D by virtue of their ownership interests in Counsel Communications. Mr. Silber
is a reporting person for purposes of this Schedule 13D by virtue of being an
officer and director of Counsel and various Counsel affiliates and beneficially
owning approximately 19.9% of Counsel. Mr. Silber disclaims beneficial ownership
of all Securities owned by Counsel Corporation.

         Counsel Communications has the sole power to vote and to dispose of all
of the shares of Common Stock held by it. Neither Counsel, Counsel Capital nor
Mr. Silber have the power to vote or dispose of any of the shares of Common
Stock to which this Schedule 13D relates.

         ITEM 6.  CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
                  WITH RESPECT TO SECURITIES OF THE ISSUER.

                  None.

         ITEM 7.  MATERIAL TO BE FILED AS EXHIBITS.

         Agreement to File Jointly

         Securities Purchase Agreement

         Securities Support Agreement

<PAGE>   9


                                                              PAGE 9 OF 9 PAGES.


                                   SIGNATURES


         After reasonable inquiry and to the best knowledge and belief of each
of the undersigned, the undersigned certify that the information set forth in
this statement is true, complete and correct.

Date: March 12, 2001



                                    COUNSEL CORPORATION


                                    By: /s/ Allan C. Silber
                                       -----------------------------------------
                                          Allan C. Silber
                                          Chairman of the Board and
                                          Chief Executive Officer



                                    COUNSEL COMMUNICATIONS, LLC


                                    By: /s/ Allan C. Silber
                                       -----------------------------------------
                                          Allan C. Silber
                                          Chairman of the Board



                                    COUNSEL CAPITAL CORPORATION


                                    By: /s/ Allan C. Silber
                                       -----------------------------------------
                                          Allan C. Silber
                                          President




                                        /s/ Allan C. Silber
                                       -----------------------------------------
                                       Allan C. Silber, Individually


<PAGE>   10


                                   Schedule A
                                To Schedule 13D


Board of Directors of Counsel:

<TABLE>
<CAPTION>
            Name                                             Address
- -------------------------------                       ------------------------
<S>                                                   <C>
Norman Hill                                           250 Sheppard Avenue East
President                                             Suite 300
Norman Hill Realty                                    Toronto, ON  M2N 3A9

Morris Perlis                                         Exchange Tower
President                                             Suite 1300, P.O. Box 43
Counsel Corporation                                   2 First Canadian Place
                                                      Toronto, ON M5X 1E3

Philip Reichmann                                      P.O. Box 20, 28th Floor
President                                             2 First Canadian Place
Olympia and York Properties, Inc.                     Toronto, ON M5Y 1B5

Allan C. Silber                                       Exchange Tower
Chairman and Chief Executive Officer                  Suite 1300, P.O. Box 43
Counsel Corporation                                   2 First Canadian Place
                                                      Toronto, ON M5X 1E3

Edward Sonshine                                       The Exchange Tower
President and Chief Executive Officer                 Suite 700, P.O. Box 378
RioCan REIT                                           130 King Street West
                                                      Toronto, ON M5X 1E2

Gerald Turner                                         Administration
President Emeritus                                    600 University Avenue
Mt. Sinai Hospital                                    Suite 338
                                                      Toronto, ON M5G 1X5


Executive Officers of Counsel:

            Name                                             Address
- -------------------------------                       ------------------------

Allan C. Silber                                       Exchange Tower
Chairman of the Board and Chief Executive Officer     Suite 1300, P.O. Box 43
                                                      2 First Canadian Place
                                                      Toronto, ON M5X 1E3

Morris Perlis                                         Exchange Tower
President                                             Suite 1300, P.O. Box 43
                                                      2 First Canadian Place
                                                      Toronto, ON M5X 1E3

Douglas Knight                                        Exchange Tower
Managing Director                                     Suite 1300, P.O. Box 43
                                                      2 First Canadian Place
                                                      Toronto, ON M5X 1E3
</TABLE>
<PAGE>   11

<TABLE>
<S>                                                   <C>
Samuel Shimer                                         280 Park Avenue
Managing Director                                     West Building, 28th Floor
                                                      New York, NY 10017

Susan Feldman                                         Exchange Tower
Senior Vice President                                 Suite 1300, P.O. Box 43
                                                      2 First Canadian Place
                                                      Toronto, ON M5X 1E3

James Sas                                             280 Park Avenue
Senior Vice President                                 West Building, 28th Floor
                                                      New York, NY 10017

Stephen Weintraub                                     Exchange Tower
Senior Vice President and Secretary                   Suite 1300, P.O. Box 43
                                                      2 First Canadian Place
                                                      Toronto, ON M5X 1E3

Renee Grossman                                        280 Park Avenue
Vice President                                        West Building, 28th Floor
                                                      New York, NY 10017

Neville Rozowsky                                      Exchange Tower
Vice President and Controller                         Suite 1300, P.O. Box 43
                                                      2 First Canadian Place
                                                      Toronto, ON M5X 1E3

Howard Wortzman                                       Exchange Tower
Vice President,                                       Suite 1300, P.O. Box 43
Financial Reporting                                   2 First Canadian Place
                                                      Toronto, ON M5X 1E3
</TABLE>
<PAGE>   12

Board of Directors of Counsel Capital:

<TABLE>
<CAPTION>
            Name                                             Address
- -------------------------------                       ------------------------
<S>                                                   <C>
Allan C. Silber                                       Exchange Tower
Chairman and Chief Executive Officer                  Suite 1300, P.O. Box 43
Counsel Corporation                                   2 First Canadian Place
                                                      Toronto, ON M5X 1E3

Edward Sonshine                                       The Exchange Tower
President and Chief Executive Officer                 Suite 700, P.O. Box 378
RioCan REIT                                           130 King Street West
                                                      Toronto, ON M5X 1E2


Executive Officers of Counsel Capital:

            Name                                             Address
- -------------------------------                       ------------------------

Allan C. Silber                                       Exchange Tower
President                                             Suite 1300, P.O. Box 43
                                                      2 First Canadian Place
                                                      Toronto, ON M5X 1E3

Stephen Weintraub                                     Exchange Tower
Senior Vice President and Secretary                   Suite 1300, P.O. Box 43
                                                      2 First Canadian Place
                                                      Toronto, ON M5X 1E3
</TABLE>

<PAGE>   13


Board of Directors of Counsel Communications:

<TABLE>
<CAPTION>
            Name                                             Address
- -------------------------------                       ------------------------
<S>                                                   <C>

Joseph Furlong                                        5200 Maryland Way
President and Chief Executive Officer                 Suite 400
American HomePatient, Inc.                            Brentwood, TN 37027

Mark Manner                                           315 Deaderick Street
Chief Executive Officer                               Suite 1800
Harwell Howard Hyne Gabbert & Manner, P.C.            Nashville, TN 37238

Allan C. Silber                                       Exchange Tower
Chairman and Chief Executive Officer                  Suite 1300, P.O. Box 43
Counsel Corporation                                   2 First Canadian Place
                                                      Toronto, ON M5X 1E3

David Wollmuth                                        500 Fifth Avenue
Member                                                New York, NY 10110
Wollmuth Maher & Deutsch, LLP


Executive Officers of Counsel Communications:

            Name                                             Address
- -------------------------------                       ------------------------

Allan C. Silber                                       Exchange Tower
Chairman                                              Suite 1300, P.O. Box 43
                                                      2 First Canadian Place
                                                      Toronto, ON M5X 1E3

Gary Wasserson                                        280 Park Avenue
President and Chief Executive Officer                 West Building, 28th Floor
                                                      New York, NY 10017

Samuel Shimer                                         280 Park Avenue
Secretary                                             West Building, 28th Floor
                                                      New York, NY 10017

Stephen Weintraub                                     Exchange Tower
Assistant Secretary                                   Suite 1300, P.O. Box 43
                                                      2 First Canadian Place
                                                      Toronto, ON M5X 1E3


</TABLE>

<PAGE>   14


                                  Exhibit Index

Exhibit No.
- -----------


1.1               Agreement to File Jointly

1.2               Securities Purchase Agreement dated March 1, 2001 by and
                  between Winter Harbor, LLC and Counsel Communications, LLC.

1.3               Securities Support Agreement dated March 1, 2001 by and
                  between I-Link Incorporated and Counsel Communications, LLC.
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-1.1
<SEQUENCE>2
<FILENAME>g67581ex1-1.txt
<DESCRIPTION>AGREEMENT TO FILE JOINTLY
<TEXT>

<PAGE>   1

                                                                     Exhibit 1.1





                                Letter Agreement

       The undersigned pursuant to Rule 13d-1 promulgated pursuant to the
Securities Exchange Act of 1934, hereby execute this Letter Agreement for the
purpose of electing to file jointly a schedule 13D pursuant to such act.

Dated March 11, 2001


COUNSEL CORPORATION


By: /s/ Allan C. Silber
    -------------------------------
    Allan C. Silber
    Chairman of the Board and
    Chief Executive Officer



COUNSEL CAPITAL CORPORATION


By: /s/ Allan C. Silber
    -------------------------------
    Allan C. Silber
    President



COUNSEL COMMUNICATIONS, LLC


By: /s/ Allan C. Silber
    --------------------------------
    Allan C. Silber
    Chairman of the Board



    /s/ Allan C. Silber
    --------------------------------
    Allan C. Silber, Individually
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-1.2
<SEQUENCE>3
<FILENAME>g67581ex1-2.txt
<DESCRIPTION>SECURITIES PURCHASE AGREEMENT DATED MARCH 1, 2001
<TEXT>

<PAGE>   1

                                                                     Exhibit 1.2

                          SECURITIES PURCHASE AGREEMENT

         SECURITIES PURCHASE AGREEMENT, dated as of March ___, 2001 (this
"Agreement"), by and among WINTER HARBOR, LLC, a Delaware limited liability
company (the "Holder" or "Winter Harbor") and COUNSEL COMMUNICATIONS LLC (the
"Purchaser" or "Counsel").

                                   WITNESSETH:

         WHEREAS, Holder proposes to sell to Purchaser, and Purchaser proposes
to purchase from Holder all of the securities and other convertible instruments
as reflected on Exhibit A (the "Owned Securities"), which constitute all of the
debt and equity interests in I-Link, Incorporated (the "Company") beneficially
owned by Holder, other than the 5,000,000 shares of common stock issued by the
Company to Holder pursuant to the Warrant Exchange Agreement between Holder and
the Company dated of the date hereof (the "Warrant Exchange Agreement"); and

         NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements hereinafter contained, the parties hereby agree as
follows:

            ARTICLE I. AUTHORIZATION AND SALE OF THE OWNED SECURITIES

         1.1      Sale and Purchase of Owned Securities. Upon the terms and
subject to the conditions contained herein at the Closing (as hereinafter
defined), the Holder shall sell, assign, transfer, convey and deliver to the
Purchaser, and the Purchaser shall be obligated to purchase from the Holder on
the terms described herein, the Owned Securities.

                     ARTICLE II. PURCHASE PRICE AND CLOSING

         2.1      Purchase Price. The aggregate purchase price for the Owned
Securities to be purchased at the Closing shall be US$5,000,000 (the "Purchase
Price").

         2.2      Closing Date. The closing of the purchase and sale of the
Owned Securities provided for in Section 1.1 hereof (the "Closing") shall take
place at 3:30 p.m. at the offices of the Company on the date hereof.

                     ARTICLE III. REPRESENTATIONS OF HOLDER

         Holder represents and warrants to Counsel, subject to the provisions of
Section 3.9, as follows:

         3.1      Organization and Authority. Holder is a limited liability
company duly organized, validly existing, and in good standing under the laws of
the State of Delaware.


<PAGE>   2

         3.2      Authorization and Binding Obligation. Holder has full power
and authority to execute and deliver this Agreement and the assignment documents
described in Section 5.1 (this Agreement, together with such other assignment
documents being hereinafter referred to, collectively, as the "Holder
Documents"), and to consummate the transactions contemplated hereby and thereby.
The execution, delivery and performance by the Holder of this Agreement and each
other Holder Document have been duly authorized by all necessary action on
behalf of the Holder. This Agreement has been, and each other Holder Documents
will be at or prior to the Closing, duly executed and delivered by the Holder
and (assuming the due authorization, execution and delivery by the other parties
hereto and thereto) this Agreement constitutes, and each Holder Document when so
executed and delivered will constitute, legal, valid and binding obligations of
the Holder, enforceable against the Holder in accordance with their respective
terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium
and similar laws affecting creditors' rights and remedies generally, and
subject, as to enforceability, to general principles of equity, including
principles of commercial reasonableness, good faith and fair dealing (regardless
of whether enforcement is sought in a proceeding at law or in equity).

         3.3      Ownership of Stock. Holder owns of record and beneficially the
Owned Securities listed as owned by it on Exhibit A, free and clear of any lien,
pledge, or other security interest or encumbrance (other than any restrictions
under securities laws and restrictions under this Agreement, the I-Link
Shareholders Agreement and other than those arising out of the Red Cube AG
Claims (as hereinafter defined)). Holder is not a party to any option, warrant,
purchase right, or other contract or commitment that requires Holder to sell,
transfer, or otherwise dispose of any Owned Securities (other than this
Agreement, the I-Link Shareholders Agreement and those arising out of the Red
Cube AG Claims (as hereinafter defined)), and, following Closing, Counsel will
have no restrictions on its ability to vote or otherwise exercise all rights to
title to the Owned Securities being acquired.

         3.4      Voting Authority. Holder is not a party to any voting
agreement with respect to any of the Owned Securities other than the I-Link
Shareholders Agreement or arising out of the Red Cube AG Securities Purchase
Agreement and has not granted a revocable or an irrevocable proxy to any Person
with respect to any of the Owned Securities other than the proxy granted to Red
Cube, which proxy has been expired or terminated.

         3.5      Absence of Conflicting Agreements; Consents. To the knowledge
of Holder the execution, delivery, and performance by Holder of this Agreement
and the documents contemplated hereby (with or without the giving of notice, the
lapse of time, or both): (a) do not require the consent of any third party; (b)
will not conflict with any provision of the limited liability company agreement
or certificate of formation of Holder, each as currently in effect; (c) will not
conflict with, result in a breach of, or constitute a default under any Legal
Requirement; and (d) will not conflict with, constitute grounds for termination
of, result in a breach of, constitute a default under, or accelerate or permit
the acceleration of any performance required by the terms of any agreement,
instrument, license, or permit to which Holder is a party or by which Holder may
be bound.

         3.6      Disclosure. No representation or warranty of Holder contained
in this Agreement contains any untrue statement of a material fact, or omits to
state any material fact which is required to be stated therein to make the
statements contained herein, in the light of the circumstances in which they
were made, not misleading.


<PAGE>   3

         3.7      No Related Party Transactions. Except as set forth on Schedule
3.7, Holder does not have any interest in any property used in I-Link's
business, has no equity or other financial interest in any person that has
business dealings with I-Link or a material financial interest in any
transaction to which I-Link is a party, other than in the ordinary course of
business and at market prices and on market terms, is not engaged in competition
with I-Link, is not party to any contract with I-Link, and does not have any
claim or right against I-Link

         3.8      Litigation. Other than any Legal Proceeding with Red Cube
International AG ("Red Cube AG"), there are no Legal Proceedings pending or, to
the knowledge of the Purchaser, threatened that are reasonably likely to
prohibit or restrain the ability of the Purchaser to enter into this Agreement
or consummate the transactions contemplated hereby.

         3.9      Exclusion. Counsel has been appraised of that certain
Securities Purchase Agreement by and among Winter Harbor, KPR Finanz-Und
Verwlatungs AG ("KPR") and Red Cube AG, dated August 30, 2000 (as amended, the
"Red Cube AG Securities Purchase Agreement"), Winter Harbor's termination
thereof and Red Cube AG and KPR's allegation regarding their purported rights to
the Covered Securities pursuant thereto. No representation, warranty or
statement, express or implied, made by or on behalf of Winter Harbor shall be
deemed to be false or misleading or shall form the basis of any claim against
Winter Harbor, its directors, officers, agents or shareholders, except for
indemnity claims pursuant to Section 6.3 hereof, as a result of any claim of any
kind or nature made by or on behalf of Red Cube AG, KPR or their respective
Affiliates, officers, directors, agents, employees, creditors or shareholders (a
"Red Cube AG Claim").

          ARTICLE IV. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

         Purchaser hereby represents and warrants to Holder that:

         4.1      Authorization of Agreement. Purchaser has full power and
authority to execute and deliver this Agreement and each other agreement,
document, instrument or certificate contemplated by this Agreement or to be
executed by Purchaser in connection with the consummation of the transactions
contemplated hereby and thereby (this Agreement, together with such other
agreements, documents, instruments and certificates being hereinafter referred
to, collectively, as the "Purchaser Documents"), and to consummate the
transactions contemplated hereby and thereby. The execution, delivery and
performance by the Purchaser of this Agreement and each other Purchaser Document
have been duly authorized by all necessary action on behalf of the Purchaser.
This Agreement has been, and each other Purchaser Documents will be at or prior
to the Closing, duly executed and delivered by the Purchaser and (assuming the
due authorization, execution and delivery by the other parties hereto and
thereto) this Agreement constitutes, and each Purchaser Document when so
executed and delivered will constitute, legal, valid and binding obligations of
the Purchaser, enforceable against the Purchasers in accordance with their
respective terms, subject to applicable bankruptcy, insolvency, reorganization,
moratorium and similar laws affecting creditors' rights and remedies generally,
and subject, as to enforceability, to general principles of equity, including
principles of commercial reasonableness, good faith and fair dealing (regardless
of whether enforcement is sought in a proceeding at law or in equity).


<PAGE>   4

         4.2      Litigation. There are no Legal Proceedings pending or, to the
knowledge of the Purchaser, threatened that are reasonably likely to prohibit or
restrain the ability of the Purchaser to enter into this Agreement or consummate
the transactions contemplated hereby.

         4.3      Red Cube Litigation. Nothing in this Agreement shall be
construed to assign, affect, or release any claim, right of recovery or amounts
due to Winter Harbor from Red Cube AG, KPR or any of their respective parent
entities, subsidiaries, Affiliates, officers, directors, shareholders, agents or
employees or any person or entity acting in concert therewith (the "Red Cube AG
Defendants"). Counsel shall, at Winter Harbor's sole expense, render all
reasonable assistance in the prosecution of any claims by Winter Harbor against
Red Cube AG, KPR or the Red Cube AG Defendants.

         4.4      Absence of Conflicting Agreements; Consents. To the knowledge
of Purchaser the execution, delivery, and performance by Purchaser of this
Agreement and the documents contemplated hereby (with or without the giving of
notice, the lapse of time, or both): (a) do not require the consent of any third
party; (b) will not conflict with any provision of the limited liability company
agreement or certificate of formation of Purchaser, each as currently in effect;
(c) will not conflict with, result in a breach of, or constitute a default under
any Legal Requirement; and (d) will not conflict with, constitute grounds for
termination of, result in a breach of, constitute a default under, or accelerate
or permit the acceleration of any performance required by the terms of any
agreement, instrument, license, or permit to which Purchaser is a party or by
which Purchaser may be bound.

         4.5      Disclosure. No representation or warranty of Purchaser
contained in this Agreement contains any untrue statement of a material fact, or
omits to state any material fact which is required to be stated therein to make
the statements contained therein, in the light of the circumstances in which
they were made, not misleading.

                      ARTICLE V. DOCUMENTS TO BE DELIVERED

         5.1      Deliveries by the Holder to the Purchaser at the Closing. The
Holder shall deliver, or shall cause to be delivered, to the Purchaser
certificates representing the Owned Securities (to the extent such Securities
are certificated), together with duly executed assignments separate from
certificate in form and substance sufficient to effectuate the transfer of the
Owned Securities to the Purchaser, free and clear of any lien, pledge, or other
security interest or encumbrance (other than any restrictions under securities
laws and restrictions under this Agreement and the I-Link Shareholders Agreement
and other than Red Cube A.G. Claims).

         5.2      Deliveries by the Purchaser at the Closing. The Purchaser
shall pay at the Closing to the Holder the Purchase Price by wire transfer of
immediately available funds.

                          ARTICLE VI. INDEMNIFICATION

         6.1      Indemnification.


<PAGE>   5

                  Subject to Section 6.3, the Holder hereby agrees to indemnify
and hold the Purchaser and its respective directors, officers, employees,
agents, successors, assigns and their affiliates (collectively, the "Purchaser
Indemnified Parties") harmless from and against any and all losses, liabilities,
obligations, damages, claims, judgments, assessments, penalties, costs and
expenses, including reasonable attorneys' and other professionals' fees and
disbursements paid by either the indemnified or indemnifying party
(collectively, "Losses") based upon, attributable to or resulting from the
breach of any representation, warranty or covenant of the Holder set forth
herein.

                  (a)      The Purchaser hereby agrees to indemnify and hold the
Holder and its directors, officers, employees, agents and successors
(collectively, the "Holder Indemnified Parties") harmless from and against any
and all Losses based upon, attributable to or resulting from the breach of any
representation, warranty or covenant of the Purchaser set forth herein.

         6.2      Indemnification Procedures.

                  In the event that any third-party legal proceedings shall be
instituted or any third-party claim or demand ("Claim") shall be asserted by any
Person in respect of which payment may be sought under Section 6.1 or Section
6.3 hereof, the indemnified party shall promptly cause written notice of the
assertion of any Claim of which it has knowledge which is covered by this
indemnity to be forwarded to the indemnifying party. The indemnifying party
shall have the right, in its sole discretion, to be represented by counsel of
its choice, and to thereby assume the defense of, negotiate, settle or otherwise
deal with any Claim which relates to any Losses indemnified against hereunder.
If the indemnifying party elects to assume the defense of, negotiate, settle or
otherwise deal with any Claim which relates to any Losses indemnified against
hereunder, it shall within five (5) days of receipt of written notice of the
assertion of a Claim (or sooner, if the nature of the Claim so requires) notify
the indemnified party of its intent to do so. If the indemnifying party elects
not to defend against, negotiate, settle or otherwise deal with any Claim which
relates to any Losses indemnified against hereunder, fails to notify the
indemnified party of its election as herein provided or contests its obligation
to indemnify the indemnified party for such Losses under this Agreement, the
indemnified party may defend against, negotiate, settle or otherwise deal with
such Claim. If the indemnifying party shall assume the defense of any Claim, the
indemnified party may participate, at his or its own expense, in the defense of
such Claim; provided, however, that such indemnified party shall be entitled to
participate in any such defense with separate counsel if, (i) so requested by
the indemnifying party to participate or (ii) in the reasonable opinion of
counsel to the indemnified party, a conflict or potential conflict exists
between the indemnified party and the indemnifying party that would make such
separate representation advisable. The parties hereto agree to cooperate fully
with each other in connection with the defense, negotiation or settlement of any
such Claim.

                  After any final judgment or award shall have been rendered by
a court, arbitration board or administrative agency of competent jurisdiction
and the expiration of the time in which to appeal therefrom, or a settlement
shall have been consummated, or the indemnified party and the indemnifying party
shall have arrived at a mutually binding agreement with respect to a Claim
hereunder, the indemnified party shall forward to the indemnifying party and the
escrow agent under the escrow agreement of even date herewith between the
Holder, the Purchaser and such escrow agent notice of any Losses pursuant to
this Agreement with respect to such matter.


<PAGE>   6

                  Except with respect to the determination of an Escrow
Termination Event (as hereinafter defined), the failure of the indemnified party
to give reasonably prompt notice of any Claim shall not release, waive or
otherwise affect the indemnifying party's obligations with respect thereto
except to the extent that the indemnifying party can demonstrate actual loss and
prejudice as a result of such failure.

         6.3      Escrow.

                  (a)      Upon receipt thereof, Winter Harbor shall deposit in
                           an interest bearing escrow (the "Escrow") the
                           Purchase Price and those securities issued to Winter
                           Harbor pursuant to the Securities Exchange Agreement
                           (such securities and any additional or other shares
                           or securities or property into which such securities
                           are converted or for which such securities are
                           exchanged including through any reorganization,
                           recapitalization, reclassification, stock dividend,
                           stock split or reverse stock split, or other
                           transaction being the "Issued Securities"). The
                           Escrow shall terminate, and the remaining contents
                           thereof transferred to Winter Harbor, free and clear
                           of any claim, liens, encumbrances by Purchaser or any
                           Purchaser Indemnified Party, upon the first
                           occurrence of an Escrow Termination Event. An Escrow
                           Termination Event shall have occurred upon the
                           earlier of (i) the end of the 540th day after the
                           date of this Agreement, if during such period no Red
                           Cube AG Claim premised upon the Red Cube AG
                           Securities Purchase Agreement has been initiated
                           (other than a claim in connection with the mediation
                           currently pending before the American Arbitration
                           Association), and (ii) the final resolution or
                           settlement of all claims brought against Winter
                           Harbor or Purchaser before the 540th day after the
                           date of this Agreement that could result in
                           potentially indemnifiable losses related to any Red
                           Cube AG Claim.

                  (b)      Winter Harbor and Purchaser acknowledge that as a
                           result of the transaction contemplated by this
                           Agreement, there is a risk that Purchaser or a
                           Purchaser Indemnified Party may be exposed to (i)
                           Losses resulting from a determination and order by a
                           court of competent jurisdiction, arbitral panel or
                           other adjudicatory entity that, pursuant to the Red
                           Cube AG Securities Purchase Agreement, Red Cube AG is
                           entitled to the transfer of ownership from Purchaser
                           of all or substantially all the Covered Securities (a
                           "Specific Performance Claim") or (ii) Losses premised
                           upon the Red Cube AG Securities Purchase Agreement
                           and which arise from a Red Cube AG Claim which is not
                           a Specific Performance Claim (a "Red Cube Damage
                           Claim"). If, prior to the occurrence of an Escrow
                           Termination Event, Purchaser or a Purchaser
                           Indemnified Person gives notice of a Specific
                           Performance Claim or a claim under Section 6.1(a)
                           above, then Winter Harbor shall, solely out of and up
                           to a maximum of the Issued Securities and Purchase
                           Price deposited in the Escrow, indemnify and hold
                           harmless Purchaser and Purchaser Indemnified Person
                           from all Losses arising out of such Specific
                           Performance Claim or claim under Section 6.1(a)
                           above. If, prior to the occurrence of an Escrow
                           Termination Event, Purchaser or a Purchaser
                           Indemnified Person gives notice of a Red Cube Damage
                           Claim, then Winter Harbor shall, solely out of and up
                           to a maximum of the Issued Securities


<PAGE>   7

                           deposited in the Escrow, indemnify and hold harmless
                           Purchaser and Purchaser Indemnified Person from all
                           Losses arising out of such Red Cube Damage Claim.
                           Winter Harbor's total aggregate liability for all
                           Specific Performance Claims and all claims under
                           Section 6.1(a) above shall not exceed the loss of its
                           right to the Issued Securities and Purchase Price
                           deposited in the Escrow. Winter Harbor's total
                           aggregate liability for all Red Cube Damage Claims
                           shall not exceed the loss of its right to the Issued
                           Securities deposited in the Escrow.

                  (c)      All Losses properly due a Purchaser or Purchaser
                           Indemnified Person pursuant to this Section 6.3,
                           Section 6.1 and Section 6.2 (including, without
                           limitation, reimbursement of attorneys' or other
                           professional fees arising out of article VI of this
                           Agreement) shall first be satisfied by transferring
                           to Purchaser or the applicable Purchaser Indemnified
                           Party a number of Issued Securities determined by
                           dividing the applicable Loss by the then current
                           market price (as calculated by the average closing
                           price for I-Link common stock for the most recent ten
                           (10) days upon which such securities traded) of such
                           shares. In the event that the total number of Issued
                           Securities then deposited in the Escrow is
                           insufficient to satisfy the applicable Losses, and
                           solely where such Losses arise exclusively and solely
                           from a Red Cube Specific Performance Claim or from a
                           claim under Section 6.1(a), any shortfall shall be
                           satisfied by transferring to the Purchaser or
                           applicable Purchaser Indemnified Person, a portion,
                           up to a maximum of the total Purchase Price, of the
                           cash proceeds then deposited in the Escrow.

         6.4      Tax Treatment of Indemnity Payments. The parties agree to
treat any indemnity payment made pursuant to this Article VI as an adjustment to
the Purchase Price for federal, state, local and foreign income tax purposes.

         6.5      Settlement of Specific Performance Claims. Holder hereby
agrees it shall not enter into any agreement to settle any Specific Performance
Claim that would attempt to transfer to any other party any right, title to or
interest in or to the Owned Securities from Purchaser.

                           ARTICLE VII. MISCELLANEOUS

         7.1      Certain Definitions.

         For purposes of this Agreement, the following terms shall have the
meanings specified in this Section 7.1:

         "Affiliate" means, with respect to any Person, any other Person
controlling, controlled by or under common control with such Person.

"Legal Requirement" means applicable common law and any applicable law, statute,
regulation, rule, ordinance, order, administrative order, treaty, standard,
decree or judgment enacted, adopted, or promulgated by any governmental
authority and having the full force and effect of law.

         "Order" means any order, injunction, judgment, decree, ruling, writ,
assessment or arbitration award.


<PAGE>   8

         "Person" means any individual, corporation, partnership, firm, joint
venture, association, joint-stock company, trust, unincorporated organization,
Governmental Body or other entity.

         7.2      Survival of Representations and Warranties; Covenants.

                  (a)      Representations and Warranties. The parties hereto
hereby agree that the representations and warranties contained in this Agreement
shall survive the execution and delivery of this Agreement, and the Closing
hereunder, regardless of any investigation made by the parties hereto, through
the period until the applicable statute of limitations is reached.

                  (b)      Covenants. All covenants and agreements of the
parties herein shall survive the consummation of the transactions contemplated
hereby.

         7.3      Specific Performance. Holder acknowledges and agrees that the
breach of this Agreement would cause irreparable damage to the Purchaser and
that the Purchaser will not have an adequate remedy at law. Therefore, the
obligations of the Holder under this Agreement, including, without limitation,
the Holder's obligation to sell the Owned Securities to the Purchaser, shall be
enforceable by a decree of specific performance issued by any court of competent
jurisdiction, and appropriate injunctive relief may be applied for and granted
in connection therewith. Such remedies shall, however, be cumulative and not
exclusive and shall be in addition to any other remedies which any party may
have under this Agreement or otherwise.

         7.4      Other Assurances. The Holder and the Purchaser each agree to
execute and deliver such other documents or agreements and to take such other
action as may be necessary for the implementation of this Agreement and the
consummation of the transactions contemplated hereby.

         7.5      Submission to Jurisdiction; Consent to Service of Process.

                  The parties hereto hereby irrevocably submit to the
non-exclusive jurisdiction of any federal or state court located within the
State of New York over any dispute arising out of or relating to this Agreement
or any of the transactions contemplated hereby and each party hereby irrevocably
agrees that all claims in respect of such dispute or any suit, action proceeding
related thereto may be heard and determined in such courts. THE PARTIES HEREBY
IRREVOCABLY WAIVE ANY RIGHT TO A TRIAL BY A JURY. The parties hereby irrevocably
waive, to the fullest extent permitted by applicable law, any objection which
they may now or hereafter have to the laying of venue of any such dispute
brought in such court or any defense of inconvenient forum for the maintenance
of such dispute. Each of the parties hereto agrees that a judgment in any such
dispute may be enforced in other jurisdictions by suit on the judgment or in any
other manner provided by law.

                  Each of the parties hereto hereby consents to process being
served by any party to this Agreement in any suit, action or proceeding by the
mailing of a copy thereof in accordance with the provisions of Section 7.8
hereof.

         7.6      Entire Agreement; Amendments and Waivers. This Agreement
(including the schedules and exhibits hereto) represents the entire
understanding and agreement between the parties


<PAGE>   9

hereto with respect to the subject matter hereof and can be amended,
supplemented or changed, and any provision hereof can be waived, only by written
instrument making specific reference to this Agreement signed by the Purchaser
and the Holder.

         7.7      Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York.

         7.8      Notices. All notices and other communications under this
Agreement shall be in writing and shall be deemed given when delivered
personally or mailed by certified mail, return receipt requested, to the parties
(and shall also be transmitted by facsimile to the Persons receiving copies
thereof) at the following addresses (or to such other address as a party may
have specified by notice given to the other party pursuant to this provision):

                  If to the Holder:

                  Winter Harbor, LLC
                  11400 Skipwith Lane
                  Potomac, Maryland 20854-1639
                  Attention: Ralph W. Hardy, Jr.

                  With a copy to:

                  Dow, Lohnes & Albertson, PLLC
                  1200 New Hampshire Avenue, NW
                  Suite 800
                  Washington, DC  20036-6802
                  Attention: David D. Wild
                  Facsimile: (202) 776-2222

                  If to a Purchaser, to:

                  Counsel Corporation (US)
                  280 Park Avenue
                  West Building, 28th Floor
                  New York, NY 10017
                  Attention: Chief Executive Officer
                  Facsimile: (212) 286-5000

                  With a copy to:

                  Harwell Howard Hyne Gabbert & Manner, PC
                  1800 First American Center
                  Nashville TN 37238
                  Attention: Mark Manner
                  Facsimile: (615) 251-1056


<PAGE>   10

         7.9      Consequential or Special Damages. No party hereto shall be
entitled to any consequential or special damages. All liabilities related to or
arising under this Agreement, including all obligations of indemnity hereunder,
shall be limited to the maximum amount set forth in Section 6.3(b) herein.

         7.10     Severability. If any provision of this Agreement is invalid or
unenforceable, the balance of this Agreement shall remain in effect.

         7.11     Binding Effect; Assignment. This Agreement shall be binding
upon and inure to the benefit of the parties and their respective successors and
permitted assigns. Nothing in this Agreement shall create or be deemed to create
any third party beneficiary rights in any person or entity not a party to this
Agreement. No assignment of this Agreement or of any rights or obligations
hereunder may be made by the Purchaser (by operation of law or otherwise)
without the prior written consent of the other parties hereto and any attempted
assignment without the required consents shall be void; provided, however, that
Purchaser may assign its rights and obligations under this Agreement (including,
without limitation, such Purchaser's rights to purchase the Owned Securities and
to seek indemnification hereunder) to any affiliate of Purchaser and may
transfer its rights and obligations under this Agreement, upon obtaining consent
of Holder (which shall not be unreasonably withheld) to any key employee(s) or
personnel of Purchaser. Upon any such permitted assignment, the references in
this Agreement to the Purchasers shall also apply to any such assignee unless
the context otherwise requires.

         7.12     Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original but all of which
together will constitute one and the same instrument.

                  [Remainder of page intentionally left blank.]


<PAGE>   11

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers thereunto duly authorized, as of the date
first written above.

                          THE HOLDER

                          WINTER HARBOR, LLC

                          By: First Media, L.P., its member

                              By: First Media Corporation, its general partner


                              By:
                                 -----------------------------------------------
                              Name:
                              Title:

                          THE PURCHASER

                          COUNSEL COMMUNICATIONS LLC


                          By:
                             ---------------------------------------------------
                             Name:
                             Title:


<PAGE>   12

                                    Exhibit A

1.       4,400 shares of Series M Preferred Stock and all accrued dividends
         thereon"

2.       14,400 shares of Series N Preferred Stock

3.       Promissory Notes, in the aggregate principal amount of $7,768,000,
         dated January 26, 1998, February 23, 1998, March 3, 1998, March 24,
         1998, May 13, 1998, May 29, 1998 which were converted into 4,122 shares
         of Series M Preferred Stock

* Holder makes no representations hereunder as to the number of shares issued as
accrued dividends on the Series M Preferred Stock.


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-1.3
<SEQUENCE>4
<FILENAME>g67581ex1-3.txt
<DESCRIPTION>SECURITIES SUPPORT AGREEMENT
<TEXT>

<PAGE>   1

                                                                     Exhibit 1.3

                          SECURITIES SUPPORT AGREEMENT

         SECURITIES SUPPORT AGREEMENT, dated as of March __, 2001 (this
"Agreement"), by and among I-LINK INCORPORATED, a Florida corporation (the
"Company"), and COUNSEL COMMUNICATIONS LLC ("Counsel" or the "Purchaser").

                                   WITNESSETH:

         WHEREAS, immediately prior to the execution of this Agreement, the
Company had issued and outstanding the equity securities and other convertible
instruments described in Exhibit A hereto, which constituted all of the issued
and outstanding shares of capital stock of the Company on a fully diluted basis;
and

         WHEREAS, Counsel proposes to purchase all of the securities and other
convertible instruments owned by Winter Harbor, LLC ("Holder") as reflected on
Exhibit A (the "Owned Securities") pursuant to a Securities Purchase Agreement
of even date herewith (the "Purchase Agreement"); and

         WHEREAS, the Company has entered into this Agreement for the purpose of
providing certain representations, warranties, covenants and other commitments
to Purchaser as an inducement to Purchaser entering in to the Purchase
Agreement.

         NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements hereinafter contained, the parties hereby agree as
follows:

          ARTICLE VIII. REPRESENTATIONS AND WARRANTIES OF THE COMPANY

         The Company hereby represents and warrants to the Purchaser that:

         8.1      Organization and Good Standing. The Company is a corporation
duly organized, validly existing and in good standing under the laws of the
State of Florida and has all requisite corporate power and authority to own,
lease and operate its properties and to carry on its business as currently
conducted.

         8.2      Authorization. The Company has all requisite power, authority
and legal capacity to execute and deliver this Agreement and each other
agreement, document, instrument or certificate contemplated by this Agreement or
to be executed by the Company in connection with the consummation of the
transactions contemplated by this Agreement (this Agreement, together with all
such other agreements, documents, instruments and certificates required to be
executed by the Company being referred to herein, collectively, as the "Company
Documents"), and to consummate the transactions contemplated hereby and thereby.
The execution, delivery and performance of this Agreement by the Company has
been duly authorized by the Board of Directors of the Company, and no further
corporate action on the part of the Company or its shareholders is necessary to
authorize this Agreement and the performance of the transactions contemplated
hereby. This Agreement has been, and each of the other Company Documents will be
at or prior to Closing, duly and validly executed and delivered by the Company
and (assuming the due authorization, execution and delivery by the other parties
hereto and thereto) this Agreement constitutes, and each of the other Company
Documents when so executed and delivered will constitute, legal, valid and
binding obligations of the Company, enforceable against the Company in
accordance with their respective terms, subject to applicable bankruptcy,
insolvency, reorganization, moratorium and similar laws affecting creditors'
rights and remedies generally, and subject,

<PAGE>   2

as to enforceability, to general principles of equity, including principles of
commercial reasonableness, good faith and fair dealing (regardless of whether
enforcement is sought in a proceeding at law or in equity).

         8.3      Capitalization. (a) As of the date hereof:

                           (i)      all of the issued and outstanding shares of
                  capital stock of the Company were duly authorized for issuance
                  and are validly issued, fully paid and non-assessable;

                           (ii)     Exhibit A fully and accurately describes the
                  capital structure of the Company and, except as set forth on
                  Exhibit A, there are no outstanding securities of the Company
                  convertible into or evidencing the right to purchase or
                  subscribe for any shares of capital stock of the Company,
                  there are no outstanding or authorized options, warrants,
                  calls, subscription rights, commitments or other agreements of
                  any character requiring, and there are no securities
                  outstanding which upon conversion or exchange would require,
                  the issuance, sale or transfer of any additional shares of
                  capital stock of the Company or other equity securities of the
                  Company or other securities convertible into, exchangeable for
                  or evidencing the right to subscribe for or purchase shares of
                  capital stock of the Company or other equity securities of the
                  Company, or any stock appreciation rights, phantom stock or
                  similar equity equivalent rights issued by or binding upon the
                  Company ("Equity Equivalents"); and

                           (iii)    there are no voting trusts or other voting
                  agreements with respect to the capital stock of the Company or
                  other ownership interests of the Company or any agreement
                  relating to the issuance, sale, redemption, transfer or other
                  disposition of any such interests of the Company to which the
                  Company is a party, or of which the Company has knowledge.

                  Except as disclosed in the Purchase Agreement, the shares of
Common Stock issuable upon conversion of the Owned Securities, when issued upon
conversion of the Owned Securities (i) will be validly issued, fully paid and
nonassessable, (ii) will be free and clear of all Liens, and (iii) will be
issued in compliance with all applicable U.S. federal and state securities laws.

         8.4      Corporate Records; Conflicts; Consents. Except as disclosed in
the Purchase Agreement, the execution and delivery by the Company of this
Agreement and the other Company Documents, the consummation of the transactions
contemplated hereby or thereby, or compliance by the Company with any of the
provisions hereof or thereof will not (i) conflict with, or result in the breach
of, any provision of the Articles of Incorporation or Bylaws of the Company;
(ii) conflict with, violate, result in the breach or termination of, or
constitute a default under any note, bond, mortgage, indenture, license,
agreement or other instrument or obligation to which the Company is a party or
by which the Company or its properties or assets are bound; (iii) violate any
statute, rule, regulation, order or decree of any Governmental Body by which the
Company is bound; or (iv) result in the creation of any Lien (except as
contemplated herein) upon the properties or assets of the Company except, in
case of clauses (ii), (iii) and (iv), for such violations, breaches or defaults
as would not, individually or in the aggregate, have a Material Adverse Effect.
No consent, waiver, approval, order, permit or authorization of, or declaration
or filing with, or notification to, any Person, including without limitation any
Governmental Body, is required on the part of the Company in connection with the
execution, delivery and performance of this Agreement or the other Company
Documents, or the compliance by the Company with any of the provisions hereof or
thereof.

         8.5      Reports and Financial Statements.

                  (a)      Since January 1, 1996, the Company has filed with the
SEC all forms, statements, reports and documents (including all exhibits,
post-effective amendments and supplements thereto) required to be filed by it
under each of the Securities Act, the Exchange Act and the respective rules and
regulations promulgated thereunder, all of which, as amended (if applicable),
complied in all material respects, when filed


<PAGE>   3

with all applicable requirements of the appropriate act and the rules and
regulations thereunder. The Company has previously delivered or made available
to Purchaser copies (including all exhibits, post-effective amendments and
supplements thereto) of its (i) Annual Reports on Form 10-K for the years ended
December 31, 1999, December 31, 1998 and December 31, 1997, as filed with the
SEC; (ii) definitive proxy and information statements relating to all meetings
of its stockholders (whether annual or special) from December 31, 1997 until the
date hereof; and (iii) all other reports, including quarterly reports, and
registration statements filed by the Company with the SEC since December 31,
1997 (other than registration statements filed on Form S-8) (the documents
referred to in clauses (i), (ii) and (iii) being referred to as the "Company SEC
Reports"). As of their respective dates (or to the extent amended or superseded
by a subsequent filing, with respect to the information in such subsequent
filing, or as of the date of the subsequent filing), the Company SEC Reports did
not or will not (as the case may be) contain any untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary
to make the statements therein, in the light of the circumstances under which
they were made, not misleading. The audited consolidated financial statements of
the Company included in the Company's Annual Report on Form 10-K for the years
ended December 31, 1999, December 31, 1998 and December 31, 1997 and the
unaudited consolidated interim financial statements included in the Company's
Quarterly Report on Form 10-Q for the quarter ending September 30, 2000
(collectively, the "Company Financial Statements") have been prepared in
accordance with United States generally accepted accounting principles ("GAAP")
applied on a basis consistent with prior periods and fairly presented the
consolidated financial position of the Company and the Company Subsidiaries as
of the dates thereof and the related consolidated statement of operations, cash
flows and stockholders' equity included in the Company SEC Reports fairly
presented the consolidated results of operations of the Company and the Company
Subsidiaries for the respective periods then ended (subject, in the case of
unaudited interim statements to normal year-end adjustments and the absence of
certain footnote disclosures).

                  (b)      The audited consolidated financial statements of the
Company included in the Company's Annual Report on Form 10-K for the years ended
December 31, 1999, December 31, 1998 and December 31, 1997 and the unaudited
consolidated interim financial statements included in the Company's Quarterly
Report on Form 10-Q for the quarter ending September 30, 2000 (collectively, the
"Company Financial Statements") have been prepared in accordance with the United
States generally accepted accounting principles ("GAAP") applied on a basis
consistent with prior periods and fairly presented the consolidated financial
position of the Company as of the dates thereof and the related consolidated
statement of operations, cash flows and stockholders' equity included in the
Company SEC Reports fairly presented the consolidated results of operations of
the Company for the respective periods then ended (subject, in the case of
unaudited interim statements to normal year-end adjustments and the absence of
certain footnote disclosures).

                  (c)      As of the date of this Agreement, except as set forth
in the Company's Annual Report for the year ended December 31, 1999 or in any
other Company SEC Report filed since that Annual Report and prior to the date of
this Agreement, neither the Company nor any of its subsidiaries is a party to or
bound by (i) any "material contract" (as such term is defined in Item 601(b)(10)
of Regulation S-K of the SEC) or (ii) any non-competition agreement or any other
agreement or arrangement that limits the Company or any of its subsidiaries or
any of their respective affiliates, or that would, after the date hereof
similarly limit the Company or the Purchaser or any successor thereto, from
engaging or competing in any line of business or in any geographic area after
giving effect to the transactions contemplated hereby.

                  (d)      The audited consolidated financial statements of the
Company for the year ended December 31, 2000 will not differ in any material
respect from the unaudited consolidated financial statements of the Company for
the year ended December 31, 2000 attached hereto as Exhibit 1.5.

         8.6      Absence of Undisclosed Liabilities; Affiliate Transactions.


<PAGE>   4

                  (a)      Except for matters reflected or reserved against in
the balance sheet for the period ended September 30, 2000 included in the
Company Financial Statements, neither the Company nor any of the Company
Subsidiaries had at such date or has incurred since that date any liabilities,
obligations (whether absolute, accrued, contingent or otherwise) or
contingencies of any nature, except (i) liabilities, obligations or
contingencies (A) which are accrued or reserved against in the Company Financial
Statements or reflected in the notes thereto or (B) which were incurred after
September 30, 2000 in the ordinary course of business and consistent with past
practices; or (ii) liabilities, obligations or contingencies which are of a
nature not required to be reflected in the consolidated financial statements of
the Company and the Company Subsidiaries prepared in accordance with GAAP
consistently applied and which were incurred in the ordinary course of business.

                  (b)      Except as specifically disclosed in the Company SEC
Reports filed prior to the date of this Agreement, there are no other
transactions, agreements, arrangements or understandings between the Company or
the Company Subsidiaries, on the one hand, and the Company's affiliates (other
than wholly-owned subsidiaries of the Company) or other Persons, on the other
hand, that would be required to be disclosed under Item 404 of Regulation S-K
promulgated under the Securities Act.

         8.7      Intellectual Property. The Company owns, or has the right to
use (or believes, after due inquiry, that it can obtain the right to use on
reasonable commercial terms), all patents, patent applications, trademarks,
service names, trade names, copyrights, licenses, trade secrets or other
proprietary rights necessary to conduct its business as now being conducted and
as proposed to be conducted to the Company's knowledge without any conflict or
infringement of the rights of others and the Company has not received a notice
that it is infringing upon or otherwise acting adversely to the right or claimed
right of any person under or with respect to any of the foregoing, and to the
Company's knowledge there is no basis for any such claim. The Company has
disclosed to Counsel a complete list of patents and pending patent applications
of the Company. The Company is not aware of any violation by a third party of
any of the Company's patents, trademarks, service marks, trade names,
copyrights, trade secrets or other proprietary rights. The Company is not aware
that any of its employees is obligated under any contract (including licenses,
covenants or commitments of any nature) or other agreement, or subject opt any
judgment, decree or order of any court or administrative agency, that would
interfere with their duties to the Company or that would conflict with the
Company's business as now being conducted and as proposed to be conducted.
Neither the execution nor delivery of this Agreement or any of the Related
Agreements, nor the conduct of the Company's business will, to the Company's
knowledge, conflict with or result in a breach of the terms, conditions or
provisions of, or constitute a default under, any contract, covenant or
instrument under which any employee is now obligated. The Company does not
believe it is or will be necessary to utilize any inventions of any of its
employees (or people it currently intends to hire) made prior to or outside the
scope of their employment with the Company.

         8.8      Anti-takeover Laws. Prior to the date hereof, the Board of
Directors of the Company took all action necessary to exempt under or make not
subject to any takeover or other law that purports to limit or restrict business
combinations and transactions of the type described herein: (i) the execution of
this Agreement, the Purchase Agreement, and the other related Agreements; and
(ii) the transactions contemplated hereby and thereby.

         8.9      Litigation. Except as disclosed in the Warrant Repurchase
Agreement and the Stock Purchase Agreement, both of even date herewith, and the
Disclosure Schedule, there are no Legal Proceedings pending


<PAGE>   5

or, to the knowledge of the Company, threatened that are reasonably likely to
prohibit or restrain the ability of the Company to enter into this Agreement or
consummate the transactions contemplated hereby.

         8.10     No Misrepresentation. Neither this Agreement (including the
Exhibits hereto), the related Agreements executed as of the date hereof nor (as
of the date hereof) any Company SEC Report contains any untrue statement of a
material fact nor omits a material fact necessary in order to make the
statements contained herein or therein not misleading.

          ARTICLE IX. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

         Purchaser hereby represents and warrants to the Company that:

         9.1      Authorization of Agreement. Purchaser has full power and
authority to execute and deliver this Agreement and each other agreement,
document, instrument or certificate contemplated by this Agreement or to be
executed by Purchaser in connection with the consummation of the transactions
contemplated hereby and thereby (this Agreement, together with such other
agreements, documents, instruments and certificates being hereinafter referred
to, collectively, as the "Purchaser Documents"), and to consummate the
transactions contemplated hereby and thereby. The execution, delivery and
performance by the Purchaser of this Agreement and each other Purchaser Document
have been duly authorized by all necessary action on behalf of the Purchaser.
This Agreement has been, and each other Purchaser Documents will be at or prior
to the Closing, duly executed and delivered by the Purchaser and (assuming the
due authorization, execution and delivery by the other parties hereto and
thereto) this Agreement constitutes, and each Purchaser Document when so
executed and delivered will constitute, legal, valid and binding obligations of
the Purchaser, enforceable against the Purchasers in accordance with their
respective terms, subject to applicable bankruptcy, insolvency, reorganization,
moratorium and similar laws affecting creditors' rights and remedies generally,
and subject, as to enforceability, to general principles of equity, including
principles of commercial reasonableness, good faith and fair dealing (regardless
of whether enforcement is sought in a proceeding at law or in equity).

         9.2      Conflicts; Consents of Third Parties. No consent, waiver,
approval, Order, Permit or authorization of, or declaration or filing with, or
notification to, any Person or Governmental Body is required on the part of the
Purchaser in connection with the execution and delivery of this Agreement or the
Purchaser Documents or the compliance by Purchasers with any of the provisions
hereof or thereof.

         9.3      Litigation. There are no Legal Proceedings pending or, to the
knowledge of the Purchaser, threatened that are reasonably likely to prohibit or
restrain the ability of the Purchaser to enter into this Agreement or consummate
the transactions contemplated hereby.

                              ARTICLE X. COVENANTS

         10.1     Covenants. Counsel and the Company hereby covenant to take the
actions following Closing set forth on Exhibit 3.1 hereto and to take all
necessary actions reasonable necessary to effectuate the actions set forth
therein.

         10.2     Limitations on Actions. For so long as the Company has not
fully effectuated its corporate governance covenants set forth in Item 3 of
Exhibit 6.3, the Company agrees that it will not, without the prior written
consent of Counsel: (i) redeem or repurchase any outstanding stock of the
Company; (ii) adopt or amend any employee stock plan or employee benefit or
compensation arrangement; (iii) enter into any transaction with affiliated
entities other than on an arms length basis; (iv) enter into any other line of
business other than business substantially similar or related to the existing
business of the Company; (v) consummate any acquisition of any entity whether by
purchase of equity securities or by purchase of substantially all of the


<PAGE>   6

assets of such entity; (vi) dispose any material assets of the Company; (vii)
incur funded indebtedness; or (viii) effect a merger or consolidation or sell
substantially all of the Company's assets.

                          ARTICLE XI. INDEMNIFICATION

         11.1     Indemnification.

                  The Company hereby agrees to indemnify and hold the Purchaser
and its respective directors, officers, employees, agents, successors, assigns
and their affiliates (collectively, the "Purchaser Indemnified Parties")
harmless from and against any and all losses, liabilities, obligations, damages,
claims, judgments, assessments, penalties, costs and expenses, including
attorneys' and other professionals' fees and disbursements (collectively,
"Losses") based upon, attributable to or resulting from the breach of any
representation, warranty or covenant of the Company set forth herein.

                  The Purchaser hereby agrees to indemnify and hold the Company
harmless from and against any and all Losses based upon, attributable to or
resulting from the breach of any representation, warranty or covenant of the
Purchaser set forth herein.

         11.2     Indemnification Procedures.

                  In the event that any third-party Legal Proceedings shall be
instituted or any third-party claim or demand ("Claim") shall be asserted by any
Person in respect of which payment may be sought under Section 4.1 hereof, the
indemnified party shall promptly cause written notice of the assertion of any
Claim of which it has knowledge which is covered by this indemnity to be
forwarded to the indemnifying party. The indemnifying party shall have the
right, at its sole option and expense, to be represented by counsel of its
choice, which must be reasonably satisfactory to the indemnified party, and to
assume the defense of, negotiate, settle or otherwise deal with any Claim which
relates to any Losses indemnified against hereunder. If the indemnifying party
elects to assume the defense of, negotiate, settle or otherwise deal with any
Claim which relates to any Losses indemnified against hereunder, it shall within
five (5) days of receipt of written notice of the assertion of a Claim (or
sooner, if the nature of the Claim so requires) notify the indemnified party of
its intent to do so. If the indemnifying party elects not to defend against,
negotiate, settle or otherwise deal with any Claim which relates to any Losses
indemnified against hereunder, fails to notify the indemnified party of its
election as herein provided or contests its obligation to indemnify the
indemnified party for such Losses under this Agreement, the indemnified party
may defend against, negotiate, settle or otherwise deal with such Claim. If the
indemnified party defends any Claim, then the indemnifying party shall reimburse
the indemnified party for the expenses of defending such Claim upon submission
of periodic bills. If the indemnifying party shall assume the defense of any
Claim, the indemnified party may participate, at his or its own expense, in the
defense of such Claim; provided, however, that such indemnified party shall be
entitled to participate in any such defense with separate counsel at the expense
of the indemnifying party if, (i) so requested by the indemnifying party to
participate or (ii) in the reasonable opinion of counsel to the indemnified
party, a conflict or potential conflict exists between the indemnified party and
the indemnifying party that would make such separate representation advisable.
The parties hereto agree to cooperate fully with each other in connection with
the defense, negotiation or settlement of any such Claim.

                  After any final judgment or award shall have been rendered by
a court, arbitration board or administrative agency of competent jurisdiction
and the expiration of the time in which to appeal therefrom, or a settlement
shall have been consummated, or the indemnified party and the indemnifying party
shall have arrived at a mutually binding agreement with respect to a Claim
hereunder, the indemnified party shall forward to the indemnifying party notice
of any sums due and owing by the indemnifying party pursuant to this Agreement
with respect to such matter and the indemnifying party shall be required to pay
all of the sums so


<PAGE>   7

due and owing to the indemnified party by wire transfer of immediately available
funds within ten (10) Business Days after the date of such notice.


                  The failure of the indemnified party to give reasonably prompt
notice of any Claim shall not release, waive or otherwise affect the
indemnifying party's obligations with respect thereto except to the extent that
the indemnifying party can demonstrate actual loss and prejudice as a result of
such failure.

                  In the circumstance in which the Company is the Indemnifying
Party, in order to prevent the Purchasers from effectively bearing a portion of
any such Loss, any indemnification payment required to be made by the Company
pursuant to this Section shall be increased such that (i) the indemnification
payment minus (ii) the product of the indemnification payment and the
Purchasers' fully diluted ownership percentage of Common Stock, equals the Loss.

         11.3     Tax Treatment of Indemnity Payments. The parties agree to
treat any indemnity payment made pursuant to this Article VIII as an adjustment
to the Purchase Price for federal, state, local and foreign income tax purposes.

                           ARTICLE XII. MISCELLANEOUS

         12.1     Certain Definitions.

         For purposes of this Agreement, the following terms shall have the
meanings specified in this Section 5.1:

          "Governmental Body" means any government or governmental or regulatory
body thereof, or political subdivision thereof, whether federal, state, local or
foreign, or any agency, instrumentality or authority thereof, or any court or
arbitrator (public or private). rvice.

          "Legal Proceeding" means any judicial, administrative or arbitral
actions, suits, proceedings (public or private), claims or governmental
proceedings.

         "Lien" means any lien, pledge, mortgage, deed of trust, security
interest, claim, lease, charge, option, right of first refusal, easement,
servitude, transfer restriction under any shareholder or similar agreement,
encumbrance or any other restriction or limitation whatsoever.

         "Material Adverse Change" means any material adverse change in (i) the
business, properties, results of operations, condition (financial or otherwise)
or prospects of the Company, (ii) the ability of the Company to perform its
obligations under this Agreement or to perform its obligations hereunder, or
(iii) the ability of the Company to conduct its business after the Closing Date
as such business is being conducted as of the date hereof.

         "Material Adverse Effect" means any effect which has resulted in, or is
reasonably likely to result in, a Material Adverse Change.

         "Order" means any order, injunction, judgment, decree, ruling, writ,
assessment or arbitration award.

         "Person" means any individual, corporation, partnership, firm, joint
venture, association, joint-stock company, trust, unincorporated organization,
Governmental Body or other entity.

         "Securities Act" means the Securities Act of 1933, as amended, and the
rules and regulations of the Commission thereunder, all as the same shall be in
effect at the relevant time.


<PAGE>   8

         12.2     Transfer Taxes. All documentary stamp or similar Taxes or
charges, of any nature whatsoever, applicable to, or resulting from, the
transactions contemplated by the Purchase Agreement shall be borne by the
Company.

         12.3     Survival of Representations and Warranties; Covenants.

                  (a)      Representations and Warranties. The parties hereto
hereby agree that the representations and warranties contained in this Agreement
or in any certificate, document or instrument delivered in connection herewith,
shall survive the execution and delivery of this Agreement, and the Closing
hereunder, regardless of any investigation made by the parties hereto, through
the period until the applicable statute of limitations is reached.

                  (b)      Covenants. All covenants and agreements of the
parties herein shall survive the consummation of the transactions contemplated
hereby.

         12.4     Specific Performance. Each of the Company and Holder
acknowledges and agrees that the breach of this Agreement would cause
irreparable damage to the Purchaser and that the Purchaser will not have an
adequate remedy at law. Therefore, the obligations of the Holder and the Company
under this Agreement, including, without limitation, the Holder's obligation to
sell the Owned Securities to the Purchaser, shall be enforceable by a decree of
specific performance issued by any court of competent jurisdiction, and
appropriate injunctive relief may be applied for and granted in connection
therewith. Such remedies shall, however, be cumulative and not exclusive and
shall be in addition to any other remedies which any party may have under this
Agreement or otherwise.

         12.5     Fees and Expenses. Upon consummation of the transactions
contemplated hereby and by the Purchase Agreement, all reasonable costs and
expenses of Counsel including without limitation Counsel's reasonable attorneys'
and accountants' fees and expenses and other out-of-pocket costs, shall be borne
by the Company upon receipt of invoices for such fees, expenses and costs.

         12.6     Other Assurances. The Company, the Holder and the Purchaser
each agree to execute and deliver such other documents or agreements and to take
such other action as may be reasonably necessary or desirable for the
implementation of this Agreement and the consummation of the transactions
contemplated hereby.

         12.7     Submission to Jurisdiction; Consent to Service of Process.

                  The parties hereto hereby irrevocably submit to the
non-exclusive jurisdiction of any federal or state court located within the
State of Florida over any dispute arising out of or relating to this Agreement
or any of the transactions contemplated hereby and each party hereby irrevocably
agrees that all claims in respect of such dispute or any suit, action proceeding
related thereto may be heard and determined in such courts. The parties hereby
irrevocably waive, to the fullest extent permitted by applicable law, any
objection which they may now or hereafter have to the laying of venue of any
such dispute brought in such court or any defense of inconvenient forum for the
maintenance of such dispute. Each of the parties hereto agrees that a judgment
in any such dispute may be enforced in other jurisdictions by suit on the
judgment or in any other manner provided by law.

                           Each of the parties hereto hereby consents to process
being served by any party to this Agreement in any suit, action or
proceeding by the mailing of a copy thereof in accordance with the provisions of
Section 5.10 hereof.


<PAGE>   9

         12.8     Entire Agreement; Amendments and Waivers Any provision hereof
can be waived, only by written instrument making specific reference to this
Agreement signed by the Company and the Purchaser. No action taken pursuant to
this Agreement, including without limitation, any investigation by or on behalf
of any party, shall be deemed to constitute a waiver by the party taking such
action of compliance with any representation, warranty, covenant or agreement
contained herein. The waiver by any party hereto of a breach of any provision of
this Agreement shall not operate or be construed as a further or continuing
waiver of such breach or as a waiver of any other or subsequent breach. No
failure on the part of any party to exercise, and no delay in exercising, any
right, power or remedy hereunder shall operate as a waiver thereof, nor shall
any single or partial exercise of such right, power or remedy by such party
preclude any other or further exercise thereof or the exercise of any other
right, power or remedy. All remedies hereunder are cumulative and are not
exclusive of any other remedies provided by law.

         12.9     Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Florida.

         12.10    Notices. All notices and other communications under this
Agreement shall be in writing and shall be deemed given when delivered
personally or mailed by certified mail, return receipt requested, to the parties
(and shall also be transmitted by facsimile to the Persons receiving copies
thereof) at the following addresses (or to such other address as a party may
have specified by notice given to the other party pursuant to this provision):

                  If to the Company:

                           I-Link, Incorporated
                           13751 S. Wadsworth Park Drive
                           Draper, UT 84020
                           Attention: David Hardy, Esq.
                           Facsimile: 801-576-4295
                           Telephone: 801-238-0858

                           with a copy to:

                           De Martino Finkelstein Rosen & Virga
                           1818 N Street, N.W.
                           Suite 400
                           Washington, DC 20036
                           Attention: Ralph V. De Martino, Esq.
                           Facsimile: 202-659-1290
                           Telephone: 202-659-0494

                  If to a Purchaser, to:

                  Counsel Corporation (US)
                  280 Park Avenue
                  West Building, 28th Floor


<PAGE>   10

                  New York, NY 10017
                  Attention: Chief Executive Officer
                  Facsimile: (212) 286-5000


<PAGE>   11

                  With a copy to:

                  Harwell Howard Hyne Gabbert & Manner, PC
                  1800 First American Center
                  Nashville TN 37238
                  Attention: Mark Manner
                  Facsimile: (615) 251-1056

                  5.11     Severability. If any provision of this Agreement is
invalid or unenforceable, the balance of this Agreement shall remain in effect.

                  5.12     Binding Effect; Assignment. This Agreement shall be
binding upon and inure to the benefit of the parties and their respective
successors and permitted assigns. Nothing in this Agreement shall create or be
deemed to create any third party beneficiary rights in any person or entity not
a party to this Agreement except as provided below. No assignment of this
Agreement or of any rights or obligations hereunder may be made by either the
Company or Purchaser (by operation of law or otherwise) without the prior
written consent of the other parties hereto and any attempted assignment without
the required consents shall be void; provided, however, that Purchaser may
assign its rights and obligations under this Agreement (including, without
limitation, such Purchaser's rights to purchase the Owned Securities and to seek
indemnification hereunder) to any affiliate of Purchaser and any key employee(s)
or personnel of Purchaser or any affiliate thereof. Upon any such permitted
assignment, the references in this Agreement to the Purchasers shall also apply
to any such assignee unless the context otherwise requires.

                  5.13     Counterparts. This Agreement may be executed in one
or more counterparts, each of which shall be deemed an original but all of which
together will constitute one and the same instrument.


<PAGE>   12

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers thereunto duly authorized, as of the date
first written above.

                                    THE COMPANY

                                    I-LINK, INCORPORATED


                                    By:
                                       -----------------------------------------
                                       Name:
                                       Title:

                                    THE PURCHASER

                                    COUNSEL COMMUNICATIONS LLC


                                    By:
                                       -----------------------------------------
                                       Name:
                                       Title:


<PAGE>   13

                                   Exhibit 3.1

                     Covenants of Counsel Communications LLC

1.       COUNSEL AGREES THAT IT WILL, PROMPTLY FOLLOWING THE DATE HEREOF, TAKE
         ALL STEPS NECESSARY TO CONVERT THE HOLDER'S EQUITY INTERESTS ACQUIRED
         BY COUNSEL IN CONNECTION WITH THIS AGREEMENT INTO 61,966,057 SHARES OF
         COMPANY COMMON STOCK AS AGREED BY THE PARTIES HERETO.

2.       COUNSEL AGREES THAT IN CONNECTION WITH THE FOREGOING IT WILL ASSIST THE
         COMPANY IN RETIRING THE WARRANTS ACQUIRED BY IT FROM HOLDER.

3.       COUNSEL ACKNOWLEDGES THAT WINTER HARBOR CONVERTED ITS CONVERTIBLE DEBT
         INTO SERIES M PREFERRED STOCK PRIOR TO THE DATE HEREOF.

                              Covenants of Company

1.       THE COMPANY AGREES THAT IT WILL AGREES THAT IT WILL, PROMPTLY FOLLOWING
         THE DATE HEREOF, TAKE ALL STEPS NECESSARY TO ALLOW COUNSEL TO CONVERT
         THE HOLDER'S EQUITY INTERESTS ACQUIRED UNDER THIS AGREEMENT INTO
         61,966,057 SHARES OF THE COMPANY COMMON STOCK AS AGREED BY THE PARTIES
         HERETO.

2.       THE COMPANY WILL TAKE ALL STEPS NECESSARY TO GRANT TO COUNSEL THE
         FOLLOWING REGISTRATION RIGHTS:

         DEMAND REGISTRATION:       Counsel may demand registration by the
                                    Company of Registrable Securities having a
                                    minimum anticipated aggregate net offering
                                    price of $10 million. Counsel may make three
                                    (3) such requests, which will be at the
                                    expense of the Company. In addition, Counsel
                                    will have unlimited S-3 demand registration
                                    rights. Counsel shall have the right to
                                    select underwriters for Company
                                    registrations pursuant to a demand by
                                    Counsel, subject to approval by the Company,
                                    which shall not be unreasonably withheld. In
                                    the event of an underwriter cutback in a
                                    registration pursuant to a demand
                                    registration by Counsel, Counsel shall
                                    receive priority in such cutbacks. These
                                    rights survive conversion from the Note to
                                    common stock so long as the shares are not
                                    registered.


<PAGE>   14

         COMPANY REGISTRATION:      Counsel may request that its Registrable
                                    Securities be included in any other
                                    registrations of the Company's common stock
                                    subject, however, to the right of the
                                    Company, upon advice of its underwriters, to
                                    reduce the number of shares that are
                                    requested to be registered by Counsel.

3.       THE COMPANY WILL TAKE ALL STEPS NECESSARY TO GRANT TO COUNSEL THE
         FOLLOWING GOVERNANCE RIGHTS:

         BOARD REPRESENTATION &
         CORPORATE GOVERNANCE:      The Company shall promptly appoint two (2)
                                    designees of Counsel, reasonably acceptable
                                    to the Company, to the Board of Directors.
                                    Subsequent to the appointment of those
                                    designees, the Board of Directors of will
                                    consist of six (6) members. Immediately
                                    following the initial funding of the Note,
                                    the Company shall increase the size of the
                                    Board of Directors to no more than nine (9)
                                    members and, as soon as reasonably possible,
                                    shall solicit the proxies of the Company's
                                    shareholders to elect three (3) additional
                                    nominees designated by Counsel. The
                                    Compensation and Audit Committees shall each
                                    include one Counsel nominated director.

         The Company agree not to, without the consent of a majority of the
                                    Board of Directors: (i) redeem or repurchase
                                    any outstanding stock; (ii) adopt or amend
                                    any employee stock plan or employee benefit
                                    or compensation arrangement; (iii) enter
                                    into any transaction with affiliated
                                    entities other than on an arms length basis;
                                    (iv) enter into any other line of business
                                    other than business substantially similar or
                                    related to the existing business; (v)
                                    consummate acquisitions; (vi) dispose any
                                    material assets of the Company; (vii) incur
                                    funded indebtedness; or (viii) effect a
                                    merger or consolidation or sell
                                    substantially all of the Company's assets.
                                    Moreover, the Board of Directors shall have
                                    the right to approve the Company's: (i)
                                    auditors; (ii) annual operating and capital
                                    budget; (iii) major sales and marketing
                                    programs.

4.       THE COMPANY WILL TAKE ALL STEPS NECESSARY TO GRANT TO COUNSEL THE
         FOLLOWING INFORMATION RIGHTS:

         INFORMATION RIGHTS:        Counsel shall be furnished by the Company
                                    with any information that it may reasonably
                                    request, including but not limited to: (i)
                                    monthly financial statements, including a
                                    comparison of actual results to budget, in
                                    the form customarily prepared; (ii)
                                    notification of defaults under material
                                    agreements; (iii) notification of and status
                                    reports regarding material litigation; and
                                    (iv) copies of all filings made with the
                                    Securities and Exchange Commission.


<PAGE>   15

5.       THE COMPANY WILL TAKE ALL STEPS NECESSARY TO SIGN OR AMEND EMPLOYMENT
         AGREEMENTS WITH SELECTED KEY EMPLOYEES TO BE DETERMINED, THE TERMS OF
         WHICH WILL BE REASONABLY ACCEPTABLE TO COUNSEL. IN ADDITION, CERTAIN
         KEY EMPLOYEES WILL SIGN NON-COMPETE AND CONFIDENTIALITY AGREEMENTS
         ACCEPTABLE TO COUNSEL.

6.       THE COMPANY WILL TAKE ALL STEPS NECESSARY TO REIMBURSE COUNSEL IN THE
         AMOUNT OF $50,000 FOR EXPENSES INCURRED BY COUNSEL IN CONJUNCTION WITH
         THIS TRANSACTION.

7.       THE COMPANY WILL ENGAGE THE APPROPRIATE ADVISORS AND PROCEED TO TAKE
         ALL STEPS NECESSARY TO MERGE NEXBELL COMMUNICATIONS INTO THE COMPANY AT
         A VALUATION EQUAL TO COUNSEL'S CASH INVESTMENT (ESTIMATED AT $9.2
         MILLION).

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