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<SEC-DOCUMENT>0001010192-01-000047.txt : 20010322
<SEC-HEADER>0001010192-01-000047.hdr.sgml : 20010322
ACCESSION NUMBER:		0001010192-01-000047
CONFORMED SUBMISSION TYPE:	SC 13D/A
PUBLIC DOCUMENT COUNT:		5
FILED AS OF DATE:		20010321

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/A
		SEC ACT:		
		SEC FILE NUMBER:	005-40638
		FILM NUMBER:		1574039

	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:			WINTER HARBOR LLC
		CENTRAL INDEX KEY:			0001059564
		STANDARD INDUSTRIAL CLASSIFICATION:	 []
		IRS NUMBER:				522092242
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13D/A

	BUSINESS ADDRESS:	
		STREET 1:		C/O FIRST MEDIA LP
		STREET 2:		11400 SKIPWITH LANE
		CITY:			POTOMAC
		STATE:			MD
		ZIP:			20854
		BUSINESS PHONE:		3019832425

	MAIL ADDRESS:	
		STREET 1:		C/O FIRST MEDIA LP
		STREET 2:		11400 SKIPWITH LANE
		CITY:			POTOMAC
		STATE:			MD
		ZIP:			20854
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13D/A
<SEQUENCE>1
<FILENAME>0001.txt
<DESCRIPTION>SC 13D/A
<TEXT>






                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                 SCHEDULE 13D/A

                    Under the Securities Exchange Act of 1934
                                (Amendment No. 6)


                  I-Link Incorporated (formerly Medcross, Inc.)
               --------------------------------------------------
                                (Name of Issuer)

                          Common Stock, $.007 par value
     ----------------------------------------------------------------------
                         (Title of Class of Securities)

                                   449927-10-2
               ---------------------------------------------------
                                 (CUSIP Number)

                               Ralph W. Hardy, Jr.
                              Winter Harbor, L.L.C.
                              11400 Skipwith Lane,
                             Potomac, Maryland 20854
                                 (301) 983-2424
             ------------------------------------------------------
                  (Name, Address and Telephone Number of Person
                Authorized to Receive Notices 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(b)(3) or (4), check the following box [ ].

     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 (the "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>

<TABLE>
<S>                 <C>                 <C>                  <C>                 <C>                     <C>                     <C>


- -------------------------------------------------- --------------------------- -----------------------------------------------
CUSIP No.         449927-10-2                                 13D              Page 2 of 9 Pages
                                                                                    -    -
- -------------------------------------------------- --------------------------- -----------------------------------------------


- -------------------- ----------------------------------------------------------------------------------------------------------
1                    NAME OF REPORTING PERSON            Winter Harbor, L.L.C.
                     S.S. OR I.R.S. IDENTIFICATION NO. OF
                     ABOVE PERSON
- -------------------- ----------------------------------------------------------------------------------------------------------
- -------------------- ----------------------------------------------------------------------------------------------------------
2                    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*                      (a) _____
                                                                                            (b)   X
                                                                                                 ---
- -------------------- ----------------------------------------------------------------------------------------------------------
- -------------------- ----------------------------------------------------------------------------------------------------------
3                    SEC USE ONLY

- -------------------- ----------------------------------------------------------------------------------------------------------
- -------------------- ----------------------------------------------------------------------------------------------------------
4                    SOURCE OF FUNDS*
                                                                              OO

- -------------------- ----------------------------------------------------------------------------------------------------------
- -------------------- ----------------------------------------------------------------------------------------------------------
5                    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)_____

- -------------------- ----------------------------------------------------------------------------------------------------------
- -------------------- ----------------------------------------------------------------------------------------------------------
6                    CITIZENSHIP OR PLACE OF ORGANIZATION
                                                                          Delaware

- -------------------- ----------------------------------------------------------------------------------------------------------
- ---------------------------- -------- -----------------------------------------------------------------------------------------
         Number of           7        SOLE VOTING POWER
          Shares                                     0
       Beneficially
         Owned by
           Each
         Reporting
        Person With

- ---------------------------- -------- -----------------------------------------------------------------------------------------
- ---------------------------- -------- -----------------------------------------------------------------------------------------
                             8        SHARED VOTING POWER
                                                     5,000,000

- ---------------------------- -------- -----------------------------------------------------------------------------------------
- ---------------------------- -------- -----------------------------------------------------------------------------------------
                             9        SOLE DISPOSITIVE POWER
                                                     0

- ---------------------------- -------- -----------------------------------------------------------------------------------------
- ---------------------------- -------- -----------------------------------------------------------------------------------------
                             10       SHARED DISPOSITIVE POWER
                                                     5,000,000

- ---------------------------- -------- -----------------------------------------------------------------------------------------
- -------------------- ----------------------------------------------------------------------------------------------------------
11                   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                                                    5,000,000

- -------------------- ----------------------------------------------------------------------------------------------------------
- -------------------- ----------------------------------------------------------------------------------------------------------
12                   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*                 _____
- -------------------- ----------------------------------------------------------------------------------------------------------
- -------------------- ----------------------------------------------------------------------------------------------------------
13                   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
                                                    5.3%1

- -------------------- ----------------------------------------------------------------------------------------------------------
- -------------------- ----------------------------------------------------------------------------------------------------------
14                   TYPE OF REPORTING PERSON*  OO

- -------------------- ----------------------------------------------------------------------------------------------------------

1 Based on the share number  (95,111,785  shares) reported in the current report
on Form 8-K  filed by  I-Link  Incorporated  with the  Securities  and  Exchange
Commission on March 16, 2001.

                                      -2-
<PAGE>



- -------------------------------------------------- --------------------------- -----------------------------------------------
CUSIP No.         449927-10-2                                 13D              Page 3 of 9 Pages
                                                                                    -    -
- -------------------------------------------------- --------------------------- -----------------------------------------------


- -------------------- ----------------------------------------------------------------------------------------------------------
1                    NAME OF REPORTING PERSON            First Media, L.P.
                     S.S. OR I.R.S. IDENTIFICATION NO. OF
                     ABOVE PERSON
- -------------------- ----------------------------------------------------------------------------------------------------------
- -------------------- ----------------------------------------------------------------------------------------------------------
2                    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*                      (a) _____
                                                                                            (b)    X
                                                                                                 ----
- -------------------- ----------------------------------------------------------------------------------------------------------
- -------------------- ----------------------------------------------------------------------------------------------------------
3                    SEC USE ONLY

- -------------------- ----------------------------------------------------------------------------------------------------------
- -------------------- ----------------------------------------------------------------------------------------------------------
4                    SOURCE OF FUNDS*
                                                                              AF

- -------------------- ----------------------------------------------------------------------------------------------------------
- -------------------- ----------------------------------------------------------------------------------------------------------
5                    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)_____

- -------------------- ----------------------------------------------------------------------------------------------------------
- -------------------- ----------------------------------------------------------------------------------------------------------
6                    CITIZENSHIP OR PLACE OF ORGANIZATION
                                                                          Delaware

- -------------------- ----------------------------------------------------------------------------------------------------------
- ---------------------------- -------- -----------------------------------------------------------------------------------------
         Number of           7        SOLE VOTING POWER
          Shares                                    0
       Beneficially
         Owned by
           Each
         Reporting
        Person With

- ---------------------------- -------- -----------------------------------------------------------------------------------------
- ---------------------------- -------- -----------------------------------------------------------------------------------------
                             8        SHARED VOTING POWER
                                                    5,000,000

- ---------------------------- -------- -----------------------------------------------------------------------------------------
- ---------------------------- -------- -----------------------------------------------------------------------------------------
                             9        SOLE DISPOSITIVE POWER

- ---------------------------- -------- -----------------------------------------------------------------------------------------
- ---------------------------- -------- -----------------------------------------------------------------------------------------
                             10       SHARED DISPOSITIVE POWER
                                                    5,000,000
- ---------------------------- -------- -----------------------------------------------------------------------------------------
- -------------------- ----------------------------------------------------------------------------------------------------------
11                   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                                                   5,000,000

- -------------------- ----------------------------------------------------------------------------------------------------------
- -------------------- ----------------------------------------------------------------------------------------------------------
12                   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*                 _____
- -------------------- ----------------------------------------------------------------------------------------------------------
- -------------------- ----------------------------------------------------------------------------------------------------------
13                   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
                                                   5.3%1

- -------------------- ----------------------------------------------------------------------------------------------------------
- -------------------- ----------------------------------------------------------------------------------------------------------
14                   TYPE OF REPORTING PERSON*                           PN

- -------------------- ----------------------------------------------------------------------------------------------------------

1 Based on the share number  (95,111,785  shares) reported in the current report
on Form 8-K  filed by  I-Link  Incorporated  with the  Securities  and  Exchange
Commission on March 16, 2001.

                                      -3-
<PAGE>



SCHEDULE 13D

- -------------------------------------------------- --------------------------- -----------------------------------------------
CUSIP No.         449927-10-2                                 13D              Page 4 of 9 Pages
                                                                                    -    -
- -------------------------------------------------- --------------------------- -----------------------------------------------

- -------------------- ----------------------------------------------------------------------------------------------------------
1                    NAME OF REPORTING PERSON            First Media Corporation
                     S.S. OR I.R.S. IDENTIFICATION NO. OF
                     ABOVE PERSON
- -------------------- ----------------------------------------------------------------------------------------------------------
- -------------------- ----------------------------------------------------------------------------------------------------------
2                    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*                      (a) _____
                                                                                            (b)    X
                                                                                                 ----
- -------------------- ----------------------------------------------------------------------------------------------------------
- -------------------- ----------------------------------------------------------------------------------------------------------
3                    SEC USE ONLY

- -------------------- ----------------------------------------------------------------------------------------------------------
- -------------------- ----------------------------------------------------------------------------------------------------------
4                    SOURCE OF FUNDS*
                                                                              AF

- -------------------- ----------------------------------------------------------------------------------------------------------
- -------------------- ----------------------------------------------------------------------------------------------------------
5                    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)_____

- -------------------- ----------------------------------------------------------------------------------------------------------
- -------------------- ----------------------------------------------------------------------------------------------------------
6                    CITIZENSHIP OR PLACE OF ORGANIZATION
                                                                          Delaware

- -------------------- ----------------------------------------------------------------------------------------------------------
- ---------------------------- -------- -----------------------------------------------------------------------------------------
         Number of           7        SOLE VOTING POWER
          Shares                                    0
       Beneficially
         Owned by
           Each
         Reporting
        Person With

- ---------------------------- -------- -----------------------------------------------------------------------------------------
- ---------------------------- -------- -----------------------------------------------------------------------------------------
                             8        SHARED VOTING POWER
                                                    5,000,000

- ---------------------------- -------- -----------------------------------------------------------------------------------------
- ---------------------------- -------- -----------------------------------------------------------------------------------------
                             9        SOLE DISPOSITIVE POWER
                                                    0

- ---------------------------- -------- -----------------------------------------------------------------------------------------
- ---------------------------- -------- -----------------------------------------------------------------------------------------
                             10       SHARED DISPOSITIVE POWER
                                                    5,000,000
- ---------------------------- -------- -----------------------------------------------------------------------------------------
- -------------------- ----------------------------------------------------------------------------------------------------------
11                   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                                                   5,000,000

- -------------------- ----------------------------------------------------------------------------------------------------------
- -------------------- ----------------------------------------------------------------------------------------------------------
12                   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*                 _____
- -------------------- ----------------------------------------------------------------------------------------------------------
- -------------------- ----------------------------------------------------------------------------------------------------------
13                   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
                                                   5.3%1

- -------------------- ----------------------------------------------------------------------------------------------------------
- -------------------- ----------------------------------------------------------------------------------------------------------
14                   TYPE OF REPORTING PERSON*                   CO

- -------------------- ----------------------------------------------------------------------------------------------------------

1 Based on the share number  (95,111,785  shares) reported in the current report
on Form 8-K  filed by  I-Link  Incorporated  with the  Securities  and  Exchange
Commission on March 16, 2001.

</TABLE>
                                      -4-
<PAGE>




Item 1.  Security and Issuer

         This  statement is filed  pursuant to Rule 13d-2(a) with respect to the
shares  of  common  stock,  $.007  par value  (the  "Common  Stock"),  of I-Link
Incorporated  (formerly Medcross,  Inc.), a Florida corporation (the "Issuer" or
"I-Link"),  beneficially  owned by the Reporting Persons  specified herein,  and
amends and  supplements  the Schedule 13D filed April 14, 1998,  Schedule  13D/A
(Amendment No. 1) filed January 28, 1999, Schedule 13D/A (Amendment No. 2) filed
October 20,  2000,  Schedule  13D/A  (Amendment  No. 3) filed  November 1, 2000,
Schedule  13D/A  (Amendment  No. 4) filed  January  5, 2001 and  Schedule  13D/A
(Amendment  No. 5) filed January 19, 2001  (collectively,  the "Schedule  13D").
Except as set forth herein,  the Schedule 13D is  unmodified.  All share numbers
contained  herein  are based on the  number of  outstanding  shares  (95,111,785
shares)  reported in the Issuer's  current report on Form 8-K filed on March 16,
2001.


Item 3.  Source and Amount of Funds or Other Consideration

         Item 3 of the Schedule 13D, as amended to date, is hereby  incorporated
by this reference and further  amended and  supplemented by adding the following
at the end thereof:

         In exchange  for all  warrants to purchase  Common Stock held by Winter
Harbor,  including  warrants to purchase  equity  securities of the Issuer to be
issued by the Issuer upon Winter  Harbor's  conversion of all  convertible  debt
issued by the Issuer and  beneficially  owned by Winter Harbor  convertible into
4,122 shares of Series M Preferred  Stock of the Issuer,  Winter Harbor received
from the  Issuer  5,000,000  shares  of Common  Stock  pursuant  to the  Warrant
Exchange  Agreement  dated as of March 1, 2001, by and between Winter Harbor and
the Issuer  (the  "Warrant  Exchange  Agreement").  Winter  Harbor  also sold to
Counsel  Communications  LLC ("Counsel  Communications")  all shares of Series M
Preferred  Stock of the  Issuer  and  Series N  Preferred  Stock of the  Issuer,
including the 4,122 shares of Series M Preferred Stock of the Issuer issued upon
Winter  Harbor's  conversion  of all  convertible  debt issued by the Issuer and
beneficially  owned  by  Winter  Harbor,  for an  aggregate  purchase  price  of
$5,000,000,  pursuant to the Securities Purchase Agreement, dated as of March 1,
2001,  by and between  Winter  Harbor and Counsel  Communications  (the "Counsel
Securities Purchase Agreement").


Item 4.  Purpose of the Transaction

         Item 4 of the Schedule 13D, as amended to date, is hereby  incorporated
by this reference and further  amended and  supplemented by adding the following
at the end thereof:

         On March 1, 2001, Winter Harbor entered into the following transactions
to exchange and dispose of substantially all of its interests in the Issuer.

         The Warrant Exchange Agreement

         Pursuant to the Warrant Exchange Agreement, Winter Harbor (i) converted
the promissory  notes issued by the Issuer in the aggregate  principal amount of
$7,768,000  (the  "Promissory  Notes")  into 4,122  shares of Series M Preferred
Stock of the Issuer, and (ii) exchanged with the Issuer all warrants to purchase
Common Stock that were held by Winter Harbor (collectively,  the "Warrants") for
5,000,000 shares of Common Stock (the "Issued Securities").

                                      -5-
<PAGE>

         The Counsel Securities Purchase Agreement

         Pursuant to the Counsel Securities  Purchase  Agreement,  Winter Harbor
sold to Counsel  Communications the following  securities  beneficially owned by
Winter Harbor (collectively,  the "Owned Securities"), for an aggregate purchase
price of $5,000,000:

                    (a)  4,400 shares of Series M Preferred  Stock of the Issuer
                         and all accrued dividends thereon;

                    (b)  14,404 shares  Series N Preferred  Stock of the Issuer;
                         and

                    (c)  4,122 shares of Series M Preferred  Stock of the Issuer
                         issued upon conversion of the Promissory Notes.

          In connection with  the Counsel Securities Purchase  Agreement, Winter
Harbor and Counsel  Communications will enter into an Escrow Agreement,  by and
among Winter Harbor, Counsel Communications and Union Bank of California,  N.A.,
as escrow agent (the "Escrow  Agreement"),  pursuant to which Winter Harbor will
deposit into escrow (i) the Issued Securities, and (ii) the $5,000,000 aggregate
purchase price received from the sale of the Owned Securities. All indemnifiable
losses  properly  due to Counsel  Communications  or its  respective  directors,
officers,   employees,   agents,   successors,   assigns  and  their  affiliates
(collectively, the "Purchaser Indemnified Parties") under the Counsel Securities
Purchase  Agreement  are  to be  first  satisfied  by  transferring  to  Counsel
Communications 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 the Common Stock for the
most recent ten (10) days upon which such securities traded). A copy of the form
of Escrow Agreement is filed with this Amendment as an exhibit.

         In  connection  with  the  transactions  contemplated  by  the  Warrant
Exchange Agreement and the Counsel Securities Purchase Agreement, the Issuer (on
behalf of itself and its officers,  directors, agents, employees,  subsidiaries,
parent entities,  affiliates, and each of their respective officers,  directors,
agents and employees, collectively, the "Covenanting Parties") and Winter Harbor
(on behalf of itself and its  officers,  directors,  agents,  employees,  parent
entities,  direct  and  indirect  shareholders  and  partners  and each of their
respective  officers,  directors,  agents  and  employees,   collectively,   the
"Beneficiaries") entered into a Covenant Not to Sue (the "Covenant"),  a copy of
which is filed with this Amendment.

         The Issued  Securities  received by Winter  Harbor in exchange  for the
Warrants are not registered  under the Securities Act. For a period of 18 months
following  the  release of the Issued  Securities  from  escrow  pursuant to the
Escrow  Agreement,  Winter  Harbor  has the right to demand the  Issuer,  at its
expense,  to register  the Issued  Securities  pursuant to a shelf  registration
statement, which shall remain effective for 12 months.

         The summary  descriptions of certain provisions of the Warrant Exchange
Agreement,  the Counsel Securities Purchase Agreement,  the Escrow Agreement and
the Covenant  contained in this  Amendment do not purport to be complete and are
qualified in their  entirety by reference to the text of such  documents,  which
have been filed as Exhibits to this document.

         Winter Harbor acquired the Issued  Securities for investment  purposes.
The Reporting Persons have no present plans, agreements, understandings or other
arrangements  to sell,  assign or otherwise or dispose of all or any part of the
Issued  Securities.  The Reporting  Persons  intend to  continuously  review the
investment  in the  Issuer,  and  may in the  future  determine  to (i)  acquire
additional  securities  of the Issuer,  through open market  purchases,  private
agreements  or  otherwise,  (ii)  dispose of all or a portion of the  securities
beneficially  owned,  or (iii) take any other  available  course of action which
could  involve  one or more  types  of  transactions  or have one or more of the
results described in this paragraph.  Notwithstanding anything contained herein,
the Reporting  Persons reserve the right to change their intentions with respect
to any or all of such  matters.  In reaching  any decision as to their course of
action (as well as to the specific  elements  thereof),  the  Reporting  Persons
currently  expect that they would take into  consideration a variety of factors,
including,  but not limited  to, the  Issuer's  business  and  prospects,  other
developments  concerning the Issuer and the Internet industry  generally,  other
business  opportunities  available to Winter  Harbor,  other  developments  with
respect  to the  businesses  of the  Reporting  Persons,  and  general  economic
conditions and money and stock market conditions,  including the market price of
the Common Stock.
                                      -6-
<PAGE>


Item 5.  Interest in Securities of the Issuer

          (a) Winter Harbor  beneficially  owns  5,000,000  shares of the Common
Stock  representing  5.3% of the shares of Common Stock outstanding based on the
number of outstanding shares of Common Stock (95,111,785  shares) as reported in
the current report on Form 8-K filed by the Issuer on March 16, 2001.

          (b) First  Media  Corporation,  as the sole  general  partner of First
Media,  L.P., which in turn is the single member of Winter Harbor,  controls the
power to vote or dispose of the Common Stock.

          (c) The transactions under the Warrant Exchange Agreement, the Counsel
Securities Purchase Agreement and the Covenant as described in Item 4 above were
consummated on March 1, 2001.

          (d) None.

          (e) Not applicable.

         Neither the filing of this  Amendment nor any of its contents  shall be
deemed to constitute an admission  that Winter  Harbor,  First Media,  L.P., and
First Media  Corporation are members of a "group" for purposes of Rule 13d-5, or
that such group exists. Each of Winter Harbor, First Media, L.P. and First Media
Corporation  expressly  disclaims the  existence of, or membership  in, any such
"group."


Item 6.  Contracts, Arrangements, Understandings  or  Relationships With Respect
to Securities of the Issuer

         Except as described in the Schedule 13D,  neither Winter Harbor,  First
Media,  L.P.,  nor First  Media  Corporation  has any  contracts,  arrangements,
understandings or relationships with respect to the securities of the Issuer.


Item 7.  Material to be Filed as Exhibits

         The exhibits filed with or  incorporated in the Schedule 13D are hereby
incorporated by this reference and Item 7 of the Schedule 13D is further amended
and  supplemented  by adding  the  following  material  to be filed as  exhibits
hereto:

4.20   Warrant  Exchange  Agreement,  dated as of March 1, 2001, by and  between
Winter Harbor and the Issuer.

4.21   Securities  Purchase  Agreement, dated as of March 1, 2001,  by and among
Winter Harbor and Counsel Communications.

4.22   Form  of  Escrow   Agreement,  by  and  among  Winter   Harbor,   Counsel
Communications and Union Bank of California, N.A., as escrow agent.

4.23   Covenant Not To Sue, dated as of March 1, 2001, by and between the Issuer
(on  behalf  of  itself  and  its  officers,   directors,   agents,   employees,
subsidiaries,   parent  entities,  affiliates,  and  each  of  their  respective
officers,  directors,  agents and  employees)  and  Winter  Harbor (on behalf of
itself and its officers,  directors,  agents, employees, parent entities, direct
and indirect  shareholders and partners and each of their  respective  officers,
directors, agents and employees).

                                      -7-
<PAGE>




                                    SIGNATURE

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


                                           WINTER HARBOR, L.L.C.

                                            By:      First Media, L.P., its sole
                                                     Member

                                            By:      First Media Corporation,
                                                     its sole General Partner


March 20, 2001                              By:      /s/ Ralph W. Hardy, Jr.
- ---------------------------                    ---------------------------------
Date                                                     Ralph W. Hardy, Jr.
                                                         Secretary




                                            FIRST MEDIA, L.P.

                                            By:      First Media Corporation,
                                                     its sole General Partner


March 20, 2001                              By:      /s/ Ralph W. Hardy, Jr.
- ---------------------------                    ---------------------------------
Date                                                     Ralph W. Hardy, Jr.
                                                         Secretary



                                            First Media Corporation


March 20, 2001                              By:      /s/ Ralph W. Hardy, Jr.
- ---------------------------                    ---------------------------------
Date                                                     Ralph W. Hardy, Jr.
                                                         Secretary

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.20
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>WARRANT AGREEMENT
<TEXT>

                                                                    Exhibit 4.20

                           WARRANT EXCHANGE AGREEMENT


     This  WARRANT  EXCHANGE  AGREEMENT,   dated  as  of  March  1,  2001  (this
"Agreement"),  by and between WINTER HARBOR,  LLC, a Delaware limited  liability
company (the "Holder" or "Winter  Harbor") and I-LINK,  INCORPORATED,  a Florida
corporation (the "Company").

                              W I T N E S S E T H:

     WHEREAS,  Holder  proposes  to  transfer  to the  Company  and the  Company
proposes  to  acquire  from  Holder  all  of the  warrants  to  purchase  equity
securities of the Company beneficially owned by Holder; 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 EXCHANGE OF THE OWNED SECURITIES

     1.1  Exchange  of Owned  Securities.  Upon the  terms  and  subject  to the
conditions contained herein, at the Closing (as hereinafter defined), the Holder
shall assign, transfer, convey and deliver to the Company, and the Company shall
be  obligated  to acquire  from the Holder on the terms  described  herein,  the
"Owned Securities," as that term is defined in Section 6.1 hereof.

                     ARTICLE II. CONSIDERATION AND CLOSING

     2.1 Consideration.  The aggregate consideration for the Owned Securities to
be  purchased at the Closing  shall be  5,000,000  shares of common stock of the
Company (the "Consideration" or the "Company Stock").

     2.2 Closing Date. The closing of the  acquisition  of the Owned  Securities
provided for in Section 1.1 hereof (the "Closing") shall take place at 3:30 p.m.
Eastern Standard Time on March 1, 2001 at the offices of the Company on the date
hereof.

                     ARTICLE III. REPRESENTATIONS OF HOLDER


     Holder,  subject to the provisions of Section 3.9,  represents and warrants
to the Company 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.

     3.2  Authorization  and  Binding  Obligation.  Holder  has full  power  and
authority to execute and deliver this Agreement and the assignment  described in
Section 5.1 (this  Agreement,  together with the  assignment  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

<PAGE>

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 Owned  Securities.  Except as otherwise  provided in this
Agreement, 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  and the I-Link  Shareholders  Agreement and
other  than  those  arising  out of the Red  Cube AG  Claims  or the Red Cube AG
Securities Purchase Agreement (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 and the I-Link Shareholders  Agreement and other than
those  arising  out of the Red  Cube AG  Claims  or the Red  Cube AG  Securities
Purchase Agreement), and, following Closing, the Company will have all rights to
title to the Owned Securities being acquired.

     3.4 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 permit,
authorization,  consent  or  approval  of, any  court,  arbitrational  tribunal,
administrative   agency  or  commission  or  other  governmental  or  regulatory
authority or agency;  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.


     3.5 Investment.  Holder is acquiring the  Consideration for its own account
for  investment  and not with a view to,  or for sale in  connection  with,  any
distribution  thereof,  nor with any present intention of distributing the same;
and,  except  as  contemplated  by this  Agreement  or the  Securities  Purchase
Agreement by and between Holder and Counsel  Communications,  LLC, Holder has no
present  or  contemplated  agreement,  undertaking,   arrangement,   obligation,
indebtedness or commitment providing for the disposition  thereof.  Holder is an
"accredited  investor"  as defined in Rule 501(a)  under the  Securities  Act of
1933, as amended (the "Securities Act").


     3.6 Experience.  Holder has made detailed inquiries concerning the Company,
its business and its personnel;  the officers of the Company have made available
to such Holder any and all written  information  which it has requested and have
answered to such Holder's  satisfaction  all inquiries made by such Holder;  and
such Holder has sufficient knowledge and experience in finance and business that

                                        2
<PAGE>

it is  capable  of  evaluating  the risks and  merits of its  investment  in the
Company and such Holder is able  financially to bear the risks  thereof.  Holder
understands that unless the offer and sale of the  Consideration  are registered
pursuant to the Securities Act, or an exemption from  registration is available,
Holder  will not be able to sell  the  Consideration..  Except  as  required  by
Section 6.5,  Holder  understands  that the Company has no present  intention of
registering the Consideration.


     3.7 Investment Representations.  Holder understands that the offer and sale
of the  Consideration  has not been registered  under the Securities Act. Holder
also understands that the Consideration is being offered and sold pursuant to an
exemption from registration pursuant to the Securities Act.


     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 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.  Nothing in this Agreement shall be construed
to assign, affect, or release any claim, right of recovery or amounts due to the
Company from Red Cube AG, KPR Finanz-Und  Verwlatungs 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  Affiliates").  Winter Harbor shall,  at the Company's
sole expense,  render all reasonable assistance in the prosecution of any claims
by the Company against Red Cube AG, KPR or the Red Cube AG Affiliates.

     3.9  Exclusion.  The Company has been  apprised of that certain  Securities
Purchase  Agreement by and among the Holder,  KPR and Red Cube, dated August 30,
2000 (as amended, the "Red Cube AG Securities Purchase Agreement"), the Holder's
termination thereof and Red Cube 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 the Holder shall be
deemed to be false or  misleading  or shall form the basis of any claim  against
the Holder, its directors,  officers,  agents or shareholders as a result of any
claim of any kind or  nature  made by or on  behalf  of Red  Cube,  KPR or their
respective Affiliates,  officers,  directors,  agents,  employees,  creditors or
shareholders (a "Red Cube Claim").

           ARTICLE IV. REPRESENTATIONS AND WARRANTIES OF THE COMPANY


         The Company hereby represents and warrants to Holder that:

     4.1 Authorization of Agreement. The Company 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
the Company 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 "Company  Documents"),  and to consummate the transactions
contemplated hereby and thereby. The execution,  delivery and performance by the
Company  of this  Agreement  and each  other  Company  Document  have  been duly
authorized by all necessary action on behalf of the Company.  This Agreement has
been, and each other Company Documents will be at or prior to the Closing, duly

                                        3
<PAGE>

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  Company  Document  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,  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).

     4.2 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
Company in connection  with the execution and delivery of this  Agreement or the
Company  Documents or the  compliance by the Company with any of the  provisions
hereof or thereof.

     4.3 Litigation. There are no legal proceedings pending 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.


     4.4 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").  The Company 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.


     4.5 Absence of Conflicting  Agreements;  Consents.  To the knowledge of the
Company  the  execution,  delivery,  and  performance  by the  Company  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 Articles of Incorporation
or Bylaws of the Company,  each as  currently  in effect;  (c) will not conflict
with,  result  in a breach  of,  or  constitute  a  default  under  any  permit,
authorization,  consent  or  approval  of, any  court,  arbitrational  tribunal,
administrative   agency  or  commission  or  other  governmental  or  regulatory
authority or agency;  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 the Company is a party or by
which the Company may be bound.


     4.6  Company  Stock.  The Company  Stock  issued  hereunder  is fully paid,
validly issued and  nonassessable  and is free and clear of any lien,  pledge or
other security  interest or encumbrance  (other than any restrictions  under the
securities laws). Following Closing, Holder will have all rights to title to the
Company Stock.  Attached  hereto as Exhibit A is an accurate  description of the
warrants issued by the Company to Holder.

                                        4
<PAGE>

                      ARTICLE V. DOCUMENTS TO BE DELIVERED

     5.1  Deliveries  by the Holder to the Company at the  Closing.  At Closing,
Holder  shall  deliver,  or  shall  cause  to  be  delivered,   to  the  Company
certificates  representing  the  Owned  Securities  (to the  extent  such  Owned
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 Company, free and clear of any lien, pledge or other
security  interest  or  encumbrance  (other  than  any  restrictions  under  the
securities   laws  and   restrictions   under  this  Agreement  and  the  I-Link
Shareholders Agreement and other than the Red Cube AG Claims).

     5.2 Deliveries by the Holder to the Company Prior to Closing.  On or before
3:15 p.m. Eastern Standard Time on March 1, 2001, Holder shall deliver, or shall
cause to be delivered,  to the Company duly executed  instruments  effecting the
conversion of all convertible debt issued by the Company and beneficially  owned
by the Holder (the "Convertible  Debt"),  which is convertible into 4,122 shares
of Series M Preferred  Stock,  in accordance  with the documents and instruments
governing the Convertible Debt.

     5.3  Deliveries  by the  Company at the  Closing.  The  Company  shall have
delivered, or cause to be delivered, to Holder an irrevocable instruction letter
addressed to the Company's  transfer agent,  instructing  such transfer agent to
issue  certificates  representing the Consideration  free and clear of any lien,
pledge or other security  interest or encumbrance  (other than any  restrictions
under the  securities  laws) to the Holder within three (3) business days of the
date of this Agreement.  The Company hereby  covenants with the Holder that such
certificates  shall be delivered to Holder within three (3) business days.  Each
certificate  representing  the  Consideration  shall  be  stamped  or  otherwise
imprinted with the following legend:


     THE SECURITIES  REPRESENTED BY THIS  CERTIFICATE  HAVE NOT BEEN  REGISTERED
     UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES
     LAWS OF ANY STATE.  THE SHARES  REPRESENTED BY THIS  CERTIFICATE MAY NOT BE
     TRANSFERRED,  AND THE  COMPANY  WILL  NOT  REGISTER  THE  TRANSFER  OF SUCH
     SECURITIES,  EXCEPT (A) IF  REGISTERED  UNDER THE ACT, (B) PURSUANT TO RULE
     144 UNDER THE ACT OR (C) UPON  RECEIPT  BY THE  COMPANY  OF AN  OPINION  OF
     COUNSEL,  REASONABLY  SATISFACTORY  TO THE COMPANY,  THAT SUCH  TRANSFER IS
     EXEMPT FROM REGISTRATION UNDER THE ACT.

     5.4  Conversion of Owned  Securities  at Closing.  Effective at the time of
Closing, all of the Owned Securities shall automatically  terminate,  and become
null and void, without the necessity of any further action by any party hereto.

                                        5
<PAGE>

                           ARTICLE VI. MISCELLANEOUS

     6.1 Certain Definitions.

     For purposes of this Agreement, the following terms shall have the meanings
specified in this Section 6.1:

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

     "Owned  Securities" means all of the warrants to purchase equity securities
of the  Company  beneficially  owned by Holder,  including  warrants to purchase
equity  securities  of the Company  that will be issued by the Company  upon the
Holder's  conversion of any convertible debt pursuant to Section 5.2 hereof, and
prior to the Closing contemplated by Sections 5.1 and 5.3 hereof.

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

     6.2 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.

     6.3 Specific  Performance.  Each of the Company and Holder acknowledges and
agrees that the breach of this Agreement would cause  irreparable  damage to the
Company  and/or the Holder and that the Company  and/or the Holder will not have
an adequate remedy at law. Therefore, the obligations under this Agreement 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.

     6.4 Other Assurances.  The Holder and the Company 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.

     6.5 Submission to Jurisdiction; Consent to Service of Process.


     (a) 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

                                        6
<PAGE>

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.


     (b) 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 6.9 hereof.

     6.6 Demand Registration. For a period of 18 months following the release to
Holder of the Company Stock from escrow  pursuant to the Escrow  Agreement to be
entered into by and among Holder,  Counsel  Communications  LLC (U.S.),  and the
escrow  agent  named  therein,  Holder  shall  have the right to demand  and the
Company  shall,  at its expense,  register the Company Stock pursuant to a shelf
registration  statement.  Such registration statement shall remain effective for
twelve (12) months..

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

     6.8  Governing  Law. This  Agreement  shall be governed by and construed in
accordance with the laws of the State of New York without giving effect to their
conflict of laws principles.

     6.9  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.

                                        7
<PAGE>

                  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 the Company, to:

                  I-Link, Incorporated
                  13751 S. Wadsworth Park Drive
                  Suite 200
                  Draper, UT 84020
                  Attention:     John W. Edwards, Chairman and
                                 Chief Executive Officer
                  Facsimile:     (801) 576-5000

                  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


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


     9.13 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 Company (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.


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



            [THE REMAINDER OF THIS PAGE IS LEFT INTENTIONALLY BLANK.]

                                        8

<PAGE>



                           WARRANT EXCHANGE AGREEMENT

                                 SIGNATURE PAGE



         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 sole member
                                              and manager
                                       By:    First  Media   Corporation,   its
                                              sole  general partner


                                       By: /s/Ralph W. Hardy
                                          --------------------------------------
                                          Name: Ralph W. Hardy
                                               ---------------------------------
                                          Title: Secretary
                                                --------------------------------





                                       THE COMPANY

                                       I-LINK, INCORPORATED


                                       By:/s/John W. Edwards
                                          --------------------------------------
                                          Name: John W. Edwards
                                               ---------------------------------
                                          Title: Chief Executive Officer
                                                --------------------------------

                                        9
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.21
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>PURCHASE AGREEMENT
<TEXT>

                                                                    Exhibit 4.21


                          SECURITIES PURCHASE AGREEMENT


         SECURITIES  PURCHASE  AGREEMENT,  dated as of  March  1,  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").

                              W I T N E S S E T H:

         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.

     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.

<PAGE>

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.

     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

                                       -2
<PAGE>

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).

                                       -3
<PAGE>

     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.

     (a) 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,

                                       -4
<PAGE>

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.

     (a) 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.


     (b) 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.

                                       -5
<PAGE>


     (c) 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  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.

                                       -6
<PAGE>

     (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.

         "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

                                       -7
<PAGE>

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  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.

                                       -8
<PAGE>


     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

     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.

                                       -9
<PAGE>

     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.]

                                       -10

<PAGE>


         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:/s/Ralph W. Hardy
                                               ---------------------------------
                                            Name: Ralph W. Hardy
                                            Title: Secretary




                                  THE PURCHASER

                                  COUNSEL COMMUNICATIONS LLC


                                          By:/s/Stephen Weintraub
                                            ------------------------------------
                                          Name: Stephen Weintraub
                                          Title: Assistant Secretary


                                       -11
<PAGE>





                                    Exhibit A




























                                       -12


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.22
<SEQUENCE>4
<FILENAME>0004.txt
<DESCRIPTION>FORM OF ESCROW AGREEMENT
<TEXT>

                                                                    Exhibit 4.22
                                ESCROW AGREEMENT

     THIS ESCROW  AGREEMENT (the  "Agreement")  is made as of March __, 2001, by
and among  WINTER  HARBOR,  LLC,  a  Delaware  limited  liability  company  (the
"Holder"),  COUNSEL COMMUNICATIONS LLC (the "Purchaser" or "Counsel"), and UNION
BANK OF CALIFORNIA, N.A., as escrow agent (the "Escrow Agent").

     Holder and  Purchaser  have entered into a Securities  Purchase  Agreement,
dated  as of  March 1,  2001  (the  "Purchase  Agreement").  Section  6.3 of the
Purchase Agreement requires that Holder and Purchaser enter into this Agreement.

     The parties, intending to be legally bound, hereby agree as follows:

1.   ESTABLISHMENT OF ESCROW; INVESTMENT OF CASH DEPOSIT.

     (a) Holder is depositing,  or will deposit within five business days of the
date  hereof,  with Escrow  Agent an amount  equal to Five  Million  (5,000,000)
shares of I-Link,  Incorporated ("I-Link") common stock (the "I-Link Stock") and
the Purchase Price in the amount of Five Million Dollars  ($5,000,000) under the
Purchase  Agreement (the "Cash  Deposit") (the I-Link Stock and the Cash Deposit
are collectively referred to herein as the "Escrow Property"). Escrow Agent will
acknowledge receipt promptly upon receipt of the Escrow Property.

     Escrow  Agent hereby  agrees to act as escrow agent and to hold,  safeguard
and disburse the Escrow Property pursuant to the terms and conditions hereof.

     Holder  shall  retain the right to vote the  I-Link  Stock in escrow and to
receive all proceeds  (including  dividends and interest)  earned or paid on the
Escrow Property.

     (b) Upon  receipt of the Cash  Deposit the Escrow  Agent shall  pending the
disbursement  thereof  pursuant to this  Agreement,  invest the Cash  Deposit in
accordance with Holder's written  instructions in (a) direct  obligations of, or
obligations  fully  guaranteed  by, the  United  States of America or any agency
thereof,  (b)  certificates  of  deposit  issued by  commercial  banks  having a
combined  capital,  surplus and  undivided  profits of not less than One Hundred
Million Dollars  ($100,000,000),  (c) repurchase  agreements  collateralized  by
securities  issued by the United States of America or any agency thereof,  or by
any private  corporation  the  obligations  of which are  guaranteed by the full
faith  and  credit  of  the  United  states  of  America,   (d)  prime  banker's
acceptances,  (e) money market funds investing in any of the above, or (f) other
investments  of  equal  or  greater  security  and  liquidity.   Absent  written
direction,  the Escrow Agent will invest funds in the Provident Cash  Management
Shares  T-Fund,  and the parties  acknowledge  that the Escrow  Agent may render
administrative  services and receive  additional fees from the  administrator or
distributor  of said Fund.  The Escrow  Agent  shall pay to Holder by check on a
quarterly basis all interest or other proceeds earned on the Cash Deposit.

2.   ADMINISTRATION  OF ESCROW  PROPERTY.  The Escrow Agent shall administer the
     Escrow Property as follows:

     (a) Delivery of Claim Notice.  Upon the receipt of notice  (hereinafter the
"Claim  Notice"),  duly  certified  by an officer of  Purchaser,  setting  forth
Purchaser's calculation of the portion of Escrow Property due at that time under

<PAGE>

Article 6 of the  Purchase  Agreement  (the  "Claimed  Amount") the Escrow Agent
shall send a copy of such notice to the Holder.

     (b) Response Notice;  Uncontested Claims.  Within ten (10) days of the date
the Claim Notice was sent to Holder (the "Response Date"),  Holder shall provide
to Purchaser and to the Escrow Agent a written response (the "Response  Notice")
in which Holder  shall:  (i) agree that the full Claimed  Amount may be released
from the Escrow Property to Purchaser, (ii) agree that part, but not all, of the
Claimed Amount (the "Agreed Amount") may be released from the Escrow Property to
Purchaser or (iii)  contest that any of the Claimed  Amount may be released from
the Escrow  Property  to  Purchaser.  Holder may contest the release of all or a
portion of the Claimed  Amount  only based upon a good faith  belief that all or
such portion of the Claimed Amount does not  constitute an indemnity  obligation
under the Purchase Agreement and Purchaser may make a claim hereunder only based
upon a good faith  belief that it is entitled  to the Claimed  Amount  under the
Purchase  Agreement.  If no Response Notice is delivered by Holder to the Escrow
Agent by the  Response  Date,  Holder  shall be deemed to have  agreed  that the
entire Claimed Amount may be released to Purchaser from the Escrow Property.

     (c) Uncontested Claim. If Holder in the Response Notice agrees or is deemed
to have agreed that the Claimed Amount may be released from the Escrow  Property
to Purchaser,  the Escrow Agent shall, no later than ten (10) days after receipt
of the Response Notice,  transfer,  deliver, and assign to Purchaser the Claimed
Amount from the Escrow Property.

     (d) Partially  Contested  Claims.  If Holder in the Response  Notice agrees
that part,  but not all, of the Claimed  Amount may be released  from the Escrow
Property to Purchaser, the Escrow Agent shall, no later than ten (10) days after
receipt of the Response Notice,  transfer,  deliver, and assign to Purchaser the
Agreed Amount from the Escrow Property (or such lesser amount as is then held in
the Escrow Property).

     (e) Fully Contested  Claims.  If Holder in the Response Notice contests the
release of all or part of the  Claimed  Amount  (the  "Contested  Amount"),  the
matter shall be settled by binding  arbitration held in New York City, New York.
All  claims  shall  be  settled  by three  arbitrators  in  accordance  with the
Commercial  Arbitration  Rules  then  in  effect  of  the  American  Arbitration
Association  (the  "Rules").  Holder  and  Purchaser  shall each  designate  one
arbitrator  within  fifteen  (15) days of the  delivery of the  Response  Notice
contesting the Claimed Amount. Such designated  arbitrators shall mutually agree
upon and shall designate a third arbitrator;  provided however,  that (i) in the
event the two designated arbitrators fail to reach agreement with respect to the
designation of the third arbitrator  within fifteen (15) days of delivery of the
Response Notice,  the third arbitrator shall be appointed in accordance with the
Rules  and (ii) if either  Holder  or  Purchaser  fail to  timely  designate  an
arbitrator,  the  dispute  shall  be  resolved  by  the  one  arbitrator  timely
designated.  There shall be limited discovery prior to the arbitration  hearing,
subject to the  discretion  of the  arbitrators,  as  follows:  (a)  exchange of
witness lists and copies of  documentary  evidence and  documents  related to or
arising  out of the  issues  to be  arbitrated,  (b)  depositions  of all  party
witnesses,  and (c) such other  depositions as may be allowed by the arbitrators
upon a showing of good cause.  Depositions shall be conducted in accordance with
the New York Code of Civil Procedure. Each of Holder and Purchaser shall pay its
own costs and expenses (including counsel fees) of any such arbitration.  Holder
and Purchaser shall pay the fees and expenses of their respectively designated

                                       -2-
<PAGE>

arbitrators  and  shall  bear  equally  the  fees  and  expenses  of  the  third
arbitrator.  The arbitrators  shall decide the matter to be arbitrated  pursuant
hereto within sixty (60) days after the appointment of the last arbitrator.  The
arbitrators'  decision  shall relate solely to whether  Purchaser is entitled to
receive the Contested Amount (or a portion  thereof)  pursuant to the applicable
terms of the Purchase  Agreement and this  Agreement.  The final decision of the
majority of the  arbitrators  shall be  furnished to Holder,  Purchaser  and the
Escrow Agent in writing and shall  constitute a conclusive  determination of the
issue in question, binding upon Holder, Purchaser and the Escrow Agent and shall
not be  contested  by any of them.  Such  decision may be used in a court of law
only for the purpose of seeking  enforcement of the  arbitrators'  award.  After
delivery of a Response  Notice that the Claimed  Amount is  contested by Holder,
the Escrow Agent shall continue to hold in escrow the Escrow Property, until (i)
delivery of written joint instructions  executed by Purchaser and Holder setting
forth  instructions  to the Escrow  Agent as to release of all or portion of the
Escrow  Property,  or (ii) delivery of a copy of the final award of the majority
of the  arbitrators  setting  forth  instructions  to the Escrow Agent as to the
release of all or portion the Escrow Property.  The Escrow Agent shall thereupon
release the applicable  amount from the Escrow  Property in accordance with such
joint written instructions or the award of a majority of the arbitrators.

3.   FINAL RELEASE OF ESCROW PROPERTY.

     (a) Upon the occurrence of an Escrow Termination Event under Section 6.3(a)
of the Purchase Agreement,  Holder and Purchaser shall immediately  instruct the
Escrow Agent to disburse any remaining  Escrow Property to Holder.  Upon receipt
of such joint  instructions  from Holder and  Purchaser,  the Escrow Agent shall
promptly comply with such joint instructions.

     (b) If Holder is unable to get joint  instructions  from Purchaser,  Holder
may  deliver a notice to Escrow  Agent  duly  certified  by an officer of Holder
stating  that an  Escrow  Termination  Event  has  occurred  and that  Holder is
entitled to the Escrow Property.  Upon receipt of such notice,  the Escrow Agent
shall  send a copy of such  notice  to  Purchaser.  Within  ten (10) days of the
notice to Purchaser (the  "Purchaser  Response  Date"),  Purchaser  shall send a
notice to Escrow Agent and Holder  indicating  whether or not it agrees that the
Escrow  Termination  Event has occurred (the "Purchaser  Response  Notice").  If
Purchaser  agrees in its Purchaser  Response  Notice that an Escrow  Termination
Event has  occurred or if the  Purchaser  does not  respond to the Escrow  Agent
within the Purchaser  Response Date, the Escrow Agent shall promptly  thereafter
disburse to Holder the Escrow  Property.  If Purchaser  contests in its Response
Notice to the Escrow Agent that an Escrow  Termination  Event has occurred,  the
Escrow Agent shall retain the Escrow  Property  and Holder and  Purchaser  shall
resolve their  disagreement in accordance with the terms of Section 2(e).  After
delivery of a Purchaser Response Notice from Purchaser contesting that an Escrow
Termination  Event has  occurred,  the Escrow  Agent  shall  continue to hold in
escrow the Escrow  Property,  until (i) delivery of joint  written  instructions
executed by Purchaser and Holder setting forth  instructions to the Escrow Agent
as to release of all or portion of the Escrow  Property,  or (ii)  delivery of a
copy of the  final  award  of the  majority  of the  arbitrators  setting  forth
instructions  to the  Escrow  Agent as to the  release  of all or portion of the
Escrow Property.  The Escrow Agent shall thereupon release the applicable amount
from the Escrow Property in accordance  with such joint written  instructions or
the award of a majority of the arbitrators.

                                       -3-
<PAGE>

     (c)  Notwithstanding  the other  provisions  of Section 2 and 3, the Escrow
Agent, upon receipt of written  instructions signed by both Holder and Purchaser
with  respect to the  delivery of all or portion of the Escrow  Property,  shall
deliver the Escrow  Property in accordance  with such  instructions  without any
need for the parties to comply with the other provisions of Sections 2 and 3.

4.   DUTIES OF ESCROW AGENT.

     (a) Escrow  Agent  shall not be under any duty to give the Escrow  Property
held by it  hereunder  any greater  degree of care than it gives its own similar
property.

     (b) Escrow Agent shall not be liable,  except for its own gross  negligence
or willful  misconduct  and, except with respect to claims based upon such gross
negligence or willful  misconduct that are successfully  asserted against Escrow
Agent,  the other parties hereto shall jointly and severally  indemnify and hold
harmless Escrow Agent (and any successor  Escrow Agent) from and against any and
all  losses,  liabilities,  claims,  actions,  damages and  expenses,  including
reasonable  attorneys' fees and disbursements,  arising out of and in connection
with this Agreement.  Without  limiting the foregoing,  Escrow Agent shall in no
event be liable in  connection  with action  taken in good faith (not  resulting
from its gross negligence or willful  misconduct) in connection with the release
of the Escrow Property, or any loss of interest incident to any such delays.

     (c)  Escrow  Agent  shall be  entitled  to rely upon any  order,  judgment,
certification,  demand,  notice,  instrument  or other  writing  delivered to it
hereunder   without  being  required  to  determine  the   authenticity  or  the
correctness  of any fact  stated  therein or the  propriety  or  validity of the
service  thereof.  Escrow  Agent  may act in  reliance  upon any  instrument  or
signature believed by it to be genuine and may assume that the person purporting
to give  receipt or advice or make any  statement  or execute  any  document  in
connection with the provisions  hereof has been duly authorized to do so. Escrow
Agent may conclusively presume that the undersigned  representative of any party
hereto  which is an  entity  other  than a  natural  person  has full  power and
authority to instruct Escrow Agent on behalf of that party unless written notice
to the contrary is delivered to Escrow Agent.

     (d) Escrow  Agent may act pursuant to the advice of counsel with respect to
any matter  relating  to this  Agreement  and shall not be liable for any action
taken or omitted by it in good faith in accordance with such advice.

     (e)  Escrow  Agent  does not  have  any  interest  in the  Escrow  Property
deposited  hereunder  but is  serving  as  escrow  agent  only and  having  only
possession thereof.

     (f)  Escrow  Agent  makes  no  representation  as to the  validity,  value,
genuineness  or  the  collectability  of  any  security  or  other  document  or
instrument held by or delivered to it.

     (g)  Escrow  Agent  shall not be called  upon to advise any party as to the
wisdom in selling or  retaining  or taking or  refraining  from any action  with
respect to any securities or other property deposited hereunder.

                                       -4-
<PAGE>

     (h) Holder and Purchaser  jointly and severally agree to indemnify and hold
Escrow Agent, its officers, directors,  employees and agents (collectively,  the
"Indemnified  Parties")  harmless  from  all  loss,  cost,  damages,   expenses,
liabilities,  judgments  and  attorneys'  fees  (including  without  limitation,
allocated  costs of in-house  counsel)  suffered or incurred by the  Indemnified
Parties or any of them  arising  out of or in  connection  with this  Agreement,
except that this indemnity  obligation shall not apply in the event of the gross
negligence or willful misconduct of the Indemnified Parties or any of them. This
indemnity obligation shall survive termination of this Agreement.

     (i) If Purchaser  and Holder  provide  conflicting  instructions  to Escrow
Agent,  Escrow  Agent may refuse to act until the  dispute is  resolved  and may
bring  interpleader  (all costs with  respect  thereto to be borne by Holder and
Purchaser).

     (j) Escrow Agent (and any successor Escrow Agent) may at any time resign as
such by delivering  the Escrow  Property to any  successor  Escrow Agent jointly
designated by the other parties hereto in writing,  or to any court of competent
jurisdiction, whereupon Escrow Agent shall be discharged of and from any and all
further obligations  arising in connection with this Agreement.  The resignation
of Escrow  Agent will take  effect on the  earlier of (i) the  appointment  of a
successor (including a court of competent jurisdiction) or (ii) the day which is
thirty (30) days after the date of delivery of its written notice of resignation
to the other  parties  hereto.  If at that time Escrow  Agent has not received a
designation  of a successor  Escrow Agent,  Escrow  Agent's sole  responsibility
after that time  shall be to retain and  safeguard  the  Escrow  Property  until
delivery  by  Escrow  Agent of the  Escrow  Property  into a court of  competent
jurisdiction  or until receipt of a designation  of successor  Escrow Agent or a
joint written  disposition  instruction  by the other parties  hereto or a final
non-appealable order of a court of competent  jurisdiction or a written order of
the arbitration panel referred to above.

     (k)  Holder  and  Purchaser  shall pay Escrow  Agent  compensation  for the
services to be rendered by Escrow Agent  hereunder in accordance  with Exhibit A
hereto  and  agree  to  reimburse  Escrow  Agent  for all  reasonable  expenses,
disbursements  and advances  incurred or made by Escrow Agent in  performance of
its duties hereunder  (including  reasonable fees, expenses and disbursements of
its counsel).  Any such  compensation and reimbursement to which Escrow Agent is
entitled shall be shared  equally by Holder and Purchaser.  Any fees or expenses
of Escrow  Agent or its counsel  that are not paid as provided for herein may be
taken from any property held by Escrow Agent hereunder.  (l) No printed or other
matter in any language (including,  without limitation,  prospectuses,  notices,
reports and  promotional  material)  that  mentions  Escrow  Agent's name or the
rights,  powers,  or duties of Escrow Agent shall be issued by the other parties
hereto or on such parties' behalf unless Escrow Agent shall first have given its
specific written consent thereto.

5.   LIMITED RESPONSIBILITY.

     This  Agreement  expressly  sets forth all the duties of Escrow  Agent with
respect  to  any  and  all  matters  pertinent  hereto.  No  implied  duties  or
obligations shall be read into this agreement against Escrow Agent. Escrow Agent

                                       -5-
<PAGE>

shall not be bound by the  provisions of any  agreement  among the other parties
hereto except this Agreement.

6.   NOTICES.

     All  notices and other  communications  required  or  permitted  under this
Agreement shall be in writing and shall be delivered  personally or sent by: (a)
registered   or   certified   mail,    return   receipt    requested;    (b)   a
nationally-recognized  courier service guaranteeing  next-day delivery,  charges
prepaid;  or (c)  facsimile  (with  the  original  promptly  sent  by any of the
foregoing  manners).  Any such notices shall be addressed to the receiving party
at such party's  address set forth below,  or at such other  address as may from
time to time be furnished by similar notice by either party.

                  If to 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 Ave., N.W.
                  Washington, DC 20036
                  Attention:  David D. Wild, Esq.
                  Facsimile: (202) 776-2222

                  If to Purchaser:

                  Counsel Communications LLC
                  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

                  If to Escrow Agent:

                                       -6-
<PAGE>

                  Union Bank of California, N.A.
                  120 S. San Pedro Street, Suite 400
                  Los Angeles, California  90012
                  Attention: Rene Torres, Corporate Trust Department
                  Facsimile:  (213) 972-5694


7.   TERMINATION.

         This Agreement  shall terminate upon the release by the Escrow Agent of
the entire Escrow Property in accordance with this Agreement.

8.   COUNTERPARTS.

     This Agreement may be executed in one or more  counterparts,  each of which
will be deemed to be an original and all of which, when taken together,  will be
deemed to constitute one and the same.

9.   SECTION HEADINGS.

     The headings of sections in this  Agreement  are  provided for  convenience
only and will not affect its construction or interpretation.

10.  WAIVER.

     The rights and remedies of the parties to this Agreement are cumulative and
not  alternative.  Neither the failure nor any delay by any party in  exercising
any right, power, or privilege under this Agreement or the documents referred to
in this Agreement will operate as a waiver of such right,  power,  or privilege,
and no single or partial  exercise of any such right,  power,  or privilege will
preclude any other or further exercise of such right, power, or privilege or the
exercise  of any  other  right,  power,  or  privilege.  To the  maximum  extent
permitted by applicable law, (a) no claim or right arising out of this Agreement
or the documents  referred to in this  Agreement can be discharged by one party,
in whole or in part, by a waiver or renunciation of the claim or right unless in
writing  signed by the other  party;  (b) no waiver that may be given by a party
will be applicable  except in the specific  instance for which it is given;  and
(c) no notice  to or  demand  on one party  will be deemed to be a waiver of any
obligation  of such  party or of the right of the party  giving  such  notice or
demand to take  further  action  without  notice or demand as  provided  in this
Agreement or the documents referred to in this Agreement.

11.  EXCLUSIVE AGREEMENT; MODIFICATION.

     This  Agreement  supersedes  all prior  agreements  among the parties  with
respect to its subject matter and constitutes (along with the documents referred
to in this  Agreement)  a complete and  exclusive  statement of the terms of the
agreement between the parties with respect to its subject matter. This Agreement
may not be amended except by a written agreement executed by the Purchaser,  the
Holder and the Escrow Agent.

                                       -7-
<PAGE>

12.  GOVERNING LAW.

     This  Agreement  shall be  governed  by the laws of the  State of New York,
without  regard to  conflicts  of law  principles  provided  that the rights and
duties  of the  Escrow  Agent  shall be  governed,  construed  and  enforced  in
accordance with the laws of the State of California.









                                       -8-
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.23
<SEQUENCE>5
<FILENAME>0005.txt
<DESCRIPTION>COVENANT NOT TO SUE
<TEXT>

                                                                    Exhibit 4.23



                               COVENANT NOT TO SUE


This Covenant Not To Sue (the "Covenant Not To Sue") by and between I-Link, Inc.
("I-Link"), its officers,  directors,  agents, employees,  subsidiaries,  parent
entities,  affiliates, and each of their respective officers, directors, agents,
and  employees  (the  "Covenanting  Parties")  and Winter  Harbor,  LLC ("Winter
Harbor"), its officers,  directors,  agents, employees,  parent entities, direct
and indirect  shareholders and partners and each of their  respective  officers,
directors,  agent and employees (the  "Beneficiaries")  is entered into and made
effective on this 1st day of March, 2001 (the "Effective Date").

WITNESSETH

WHEREAS,  at the request of, and to the benefit  of,  I-Link,  Winter  Harbor is
relinquishing to a third party all of its ownership and dominion in its holdings
of debt and equity securities of I-Link; and

WHEREAS,  as part of  that  transaction,  the  Covenanting  Parties,  including,
without limitation,  I-Link, wish to finally resolve any and all matters between
themselves  and  the  Beneficiaries,   including,  without  limitation,  binding
themselves  not to  commence  any  actions,  claims or  proceedings  against the
Beneficiaries;

NOW THEREFORE, for good and valuable consideration,  the sufficiency and receipt
of which are expressly  covenanted to by the Covenanting  Parties,  it is hereby
agreed by the Covenanting Parties as follows:

1.   Covenant Not To Sue. I-Link covenants and agrees,  and hereby undertakes to
     have each of the  Covenanting  Parties  undertake and agree,  that from and
     after the  Effective  Date, it and they will not,  directly or  indirectly,
     initiate,   file,   commence  or  prosecute,   or  assist  in  the  filing,
     commencement  or prosecution of, any action,  claim or proceeding,  whether
     premised on facts either known or not known now,  against any or all of the
     Beneficiaries in any federal, state, local or foreign court, arbitral forum
     or administrative  agency.  I-Link and the other Covenanting  Parties agree
     that under no conditions will it or any entity or person under its control,
     directly or indirectly, initiate, file, commence or prosecute, or assist in
     the initiation, filing, commencement or prosecution of any action, claim or
     proceeding against any or all of the  Beneficiaries.  Except pursuant to an
     order entered by a competent judicial  authority,  the Covenanting  Parties
     shall not render assistance of any kind, including, without limitation, the
     provision of documents or  information,  to any person or entity who has or
     is threatening to initiate,  file, commence or prosecute any action,  claim
     or proceeding against any of the Beneficiaries.

2.   Dismissal  of Actions.  In the event any  action,  claim or  proceeding  is
     initiated, filed, commenced or prosecuted, directly or indirectly, by or on
     behalf of any of the Covenanting  Parties against any of the  Beneficiaries
     in  any  federal,   state,  local  or  foreign  court,  arbitral  forum  or
     administrative  agency,  within  two (2) days of the  receipt  of a written
     notice  sent to the  offices  of  I-Link,  the  Covenanting  Parties or the
     designated agent set forth in Section 8 hereof shall execute and consent to

<PAGE>

                                       -2-

     the submission and/or filing of all documents, affidavits,  stipulations or
     other  pleading or papers as may be  necessary  to  effectuate  a total and
     complete  dismissal,  with  prejudice or equivalent  final and  irrevocable
     resolution,  of any such  action,  claim  or  proceeding.  The  Covenanting
     Parties  shall bear all of the  Beneficiaries'  costs and  attorney's  fees
     associated  with the dismissal with prejudice or other final  resolution of
     any action, claim or proceeding subject to this Covenant Not To Sue.

3.   Covenant  Not  To Sue  Defense.  The  Covenanting  Parties  consent  to the
     interposition  of this  Covenant Not To Sue as a full and complete  defense
     to, or an  abatement  of,  and may be used as the  basis for an  injunction
     against, any action,  claim or proceeding  initiated,  filed,  commenced or
     prosecuted, directly or indirectly, against the Beneficiaries whatsoever.

4.   Specific  Performance.  The Covenanting Parties  acknowledge,  confirm, and
     agree that damages may be inadequate for a breach or a threatened breach of
     this Covenant Not To Sue and, in the event of a breach or threatened breach
     hereof,   the  respective   rights  and  obligations   hereunder  shall  be
     immediately  enforceable  by  specific  performance,  injunction,  or other
     equitable remedy. The Covenanting Parties shall raise no equitable or legal
     defense to any action to enforce specific  performance of this Covenant Not
     To Sue,  whether such action is by way of a legal or equitable  proceeding.
     Nothing contained in this Section 4 shall limit or affect any rights at law
     or otherwise of the  Beneficiaries for a breach or threatened breach of any
     provision  hereof, it being the intent of this provision to make clear that
     the  respective  rights  and  obligations  of the  Beneficiaries  shall  be
     enforceable in equity as well as at law or otherwise.

5.   Binding  Effect.  This  Covenant  Not To Sue shall be  binding on the legal
     representatives,  heirs, successors, and assigns of each of the Covenanting
     Parties  and shall inure to the  benefit of the  successors  and assigns of
     each of the Beneficiaries.

6.   Execution and Further  Documents.  This Covenant Not To Sue may be executed
     in any number of  counterparts,  each of which  shall be deemed an original
     and all of which shall be deemed for all  purposes one  agreement.  Each of
     the   Covenanting   Parties  agrees  to  execute  any  further   documents,
     instruments,  or  other  writing  as  the  Beneficiaries,   in  their  sole
     discretion,  deem are  required to obtain the full  benefit of the Covenant
     Not To Sue granted hereunder.

7.   Choice of Law/Forum.  This Covenant Not To Sue, any  performance  under it,
     and any disputes arising under it shall be governed  exclusively by the law
     of the State of New York,  without  giving effect to their conflict of laws
     principles.  The  Covenanting  Parties  expressly  consent to the exclusive
     forum,  jurisdiction,  and venue of the Courts of the State of New York and
     the United States  District Court for the Southern  District of New York in
     any and all actions,  disputes, or controversies arising out of or relating
     to this Covenant Not To Sue, including,  without limitation, any proceeding
     to seek  injunctive  relief to bar any  action,  claim or  proceeding  from
     continuing.

<PAGE>
                                       -3-

8.   Power of Attorney. Each of the Covenanting Party grants to I-Link a limited
     irrevocable  power of attorney,  coupled with an  interest,  sufficient  to
     permit I-Link to execute such  documents,  instruments or other writings as
     are necessary and proper to give full force and effect to this Covenant Not
     To Sue.



Dated:  March 1, 2001



/s/John W. Edwards
- ------------------------------------
By:
Title:
(on behalf of I-Link and the
other Covenanting Parties)



Accepted and Agreed to:
- ----------------------

Winter Harbor, LLC

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

By:      First Media Corporation, its General Partner

By:      /s/Ralph W. Hardy, Jr.
         --------------------------------------------
         Ralph W. Hardy, Jr.
         Secretary
         (on behalf of Winter Harbor, LLC and
         the other Beneficiaries)

Dated:  March 1, 2001



</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
