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<SEC-DOCUMENT>0000912057-01-504028.txt : 20010319
<SEC-HEADER>0000912057-01-504028.hdr.sgml : 20010319
ACCESSION NUMBER:		0000912057-01-504028
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		8
CONFORMED PERIOD OF REPORT:	20010301
ITEM INFORMATION:		
ITEM INFORMATION:		
ITEM INFORMATION:		
FILED AS OF DATE:		20010316

FILER:

	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:		8-K
		SEC ACT:		
		SEC FILE NUMBER:	000-17973
		FILM NUMBER:		1570180

	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
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>a2041693z8-k.txt
<DESCRIPTION>8-K
<TEXT>

<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549



                                    FORM 8-K

                CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF
                     THE SECURITIES AND EXCHANGE ACT OF 1934

                                  March 1, 2001
                Date of Report (date of Earliest Event Reported)


                               I-LINK INCORPORATED
             (Exact Name of Registrant as Specified in its Charter)


           FLORIDA                        0-17973               59-2291344
(State or Other Jurisdiction of    (Commission File No.)     (I.R.S. Employer
 Incorporation or Organization)                             Identification No.)



         13571 South Wadsworth Park Drive, Suite 200, Draper, Utah 84020
              (Address of principal executive offices and zip code)


                                 (801) 576-5000
              (Registrant's telephone number, including area code)


                                 not applicable
          (Former name or former address, if changed from last report)

<PAGE>

Item 2.  Acquisition or Disposition of Assets

Warrant Exchange Transaction

         On March 1, 2001 I-Link Incorporated, a Florida corporation ("I-Link"
or the "Company") entered into a Warrant Exchange Agreement (the "Agreement")
with Winter Harbor, LLC, a Delaware limited liability company ("Winter Harbor").
Pursuant to the terms and provisions of this Agreement, Winter Harbor agreed to
assign, transfer, convey and deliver to I-Link warrants to acquire 33,540,000
shares of common stock of I-Link beneficially owned by Winter Harbor in exchange
for the issuance by I-Link to Winter Harbor of 5,000,000 shares of I-Link's
common stock, par value $.007 per share (the "Consideration").

         As a result of this warrant exchange, Winter Harbor is no longer the
principal beneficial owner of the Company's outstanding capital stock as the
term "beneficial owner" is defined in Rule 13d-3(a) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act").

Senior Convertible Loan and Security Agreement

         On March 1, 2001 I-Link entered into a certain Senior Convertible Loan
and Security Agreement (the "Loan Agreement") with Counsel Communications, LLC,
a Delaware limited liability company ("Counsel LLC") and a wholly-owned
subsidiary of Counsel Corporation, (U.S.) also a Delaware corporation
(collectively, "Counsel"). Pursuant to the terms and provisions of the Loan
Agreement, Counsel LLC agreed to make periodic loans to I-Link in the aggregate
principal amount not to exceed $10,000,000, $3,000,000 of which principal amount
was available to I-Link immediately upon the execution of the Loan Agreement. In
connection with the Loan Agreement, I-Link executed a Loan Note dated March 1,
2001, in the amount of the principal sum of $10,000,000 (the "Loan Note") at an
interest rate of nine

<PAGE>

(9) per cent per annum, which interest rate payments will be calculated on a
360 day basis and compounded quarterly.

         CONVERSION

         The $10,000,000 capital investment by Counsel LLC is structured as a
3-year note convertible, at the option of Counsel LLC, into the shares of common
stock of I-Link at a conversion price of $0.56 per common share ("Conversion
Price"), representing 105% of the average closing transaction price of I-Link's
common shares over the consecutive five day trading period ending February 26,
2001, the date on which I-Link and Counsel LLC executed a binding term sheet.
The Conversion Price is subject to adjustment in accordance with the terms and
provisions of the Loan Agreement. In the event that at any time after 18 months
subsequent to the execution of the Loan Note, I-Link's common shares have closed
at a price per share equal to or greater than one dollar ($1) for twenty (20)
consecutive trading days, the outstanding debt amount owed by I-Link would be
converted automatically into I-Link's common shares. The Conversion Price
calculation in the event of an automatic conversion is subject to the same
calculation as the one for the optional conversion. The Loan Agreement provides
for traditional anti-dilution protection.

         SECURITY INTEREST

         I-Link granted Counsel LLC a first priority security interest in all of
I-Link's assets (as well as the assets of its subsidiaries) owned at the time of
the execution of the Loan Agreement or acquired subsequent to the execution,
including but not limited to I-Link's accounts, general intangibles, inventory,
equipment, books and records, and negotiable instruments held by the Company
(collectively, the "Collateral").

         EVENTS OF DEFAULT AND ACCELERATION

         In addition to the traditional default provisions set forth in the Loan
Agreement, the Loan Agreement provides that I-Link may be deemed in default of
its obligations thereunder in the event that: (i) I-Link is in default under any
funded indebtedness, including but not limited to indebtedness evidenced by
notes or capital leases of I-Link other than the amounts loaned pursuant to the
Loan Agreement; (ii) I-Link breaches any material terms of its covenants
respecting board representation and corporate governance (discussed below);
(iii) I-Link's business undergoes a material adverse change in Counsel LLC's
reasonable opinion; (iv) at the end of any month, cumulative negative cash flow
for such month as set forth in the base financial model made available to
Counsel LLC, exceeds 120% of the forecasted amount for such month, as revised
from time to time to reflect events outside of the ordinary course of business.

         At the option of Counsel LLC, upon the occurrence of any of the
foregoing events, the entire amount of the unpaid principal and interest owed to
Counsel LLC under the Loan Note may become due and owing.


                                       2

<PAGE>

         The foregoing is a brief description of the terms of the Senior
Convertible Loan and Security Agreement, the Loan Note and the Security
Agreement by and between Counsel LLC and I-Link subsidiaries and by its nature
is incomplete. It is subject to more complete descriptions set forth in the
Senior Convertible Loan and Security Agreement, the Loan Note, and Security
Agreement, respectively, which agreements are attached hereto as Exhibits 4.15,
4.16 and 4.17, respectively.

         I-Link's Commitments Pursuant to the Securities Support Agreement

         In addition to the foregoing agreements, I-Link and Counsel LLC
executed a Securities Support Agreement, dated March 1, 2001 (the "Support
Agreement") for the purpose of providing certain representations and commitments
by I-Link to Counsel LLC. I-Link's commitments to Counsel LLC set forth in the
Support Agreement included, INTER ALIA, the following:

         I. BOARD REPRESENTATION

              In accordance with the terms and provisions of the Support
Agreement, I-Link agreed to appoint two (2) designees of Counsel, reasonably
acceptable to the Company, to the Board of Directors of I-Link. Subsequent to
the appointment of such designees, the Board of Directors will consist of six
(6) members. Immediately following the initial funding of the Loan Note, I-Link
will solicit the proxies of I-Link's shareholders to elect three (3) additional
nominees designated by Counsel, thus increasing the size of the Company's Board
of Directors to nine (9) members. Thereafter, I-Link's Compensation and Audit
Committees shall each include one Counsel director, respectively. The Support
Agreement does not contemplate any change to the current management of I-Link.

         II. CORPORATE GOVERNANCE

         The Support Agreement sets forth several provisions with respect to the
corporate governance of the Company. I-Link, may not, without the consent of a
majority of the Board of Directors: (i) redeem or repurchase any of its
outstanding securities; (ii) adopt or amend any employee stock plan or employee
benefit or compensation arrangement; (iii) enter into any transaction with
affiliated entities other than on an arm's length basis; (iv) enter into any
other line of business other than business substantially similar or related to
its existing business; (v) consummate any acquisitions; (vi) dispose of any
material assets of the Company; (vii) incur funded indebtedness; or (viii)
effect a merger or consolidation or sell substantially all of the Company's
assets. The Board of Directors must also approve the Company's: (i) auditors,
(ii) annual operating and capital budget, and (iii) major sales and marketing
programs.

         III. CONVERSION

         Subsequent to the execution of the Support Agreement, I-Link agreed to
take all necessary steps to allow Counsel to convert the Winter Harbor Parties'
equity interests acquired pursuant to the Securities Purchase Agreement
discussed in Item 5, OTHER ITEMS,


                                       3

<PAGE>

below into 61,966,057 shares of I-Link's common stock, which conversion
occurred on March 7, 2001.

         IV. REGISTRATION RIGHTS

         Pursuant to the Support Agreement, Counsel was granted demand
registration rights with respect to the Company's registration of shares of its
common stock issuable upon conversion of the outstanding debt on the Loan Note
("Registrable Securities") having a minimum anticipated aggregate net offering
price of $10,000,000. Counsel may also request that its Registrable Securities
be included in any other registrations of the Company's common stock subject to
the right of the Company, upon advice of its underwriters, to reduce the number
of shares that are requested to be registered by Counsel.

         V. INFORMATION RIGHTS

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

         The foregoing is a brief description of the terms of the Securities
Support Agreement and ancillary documents and by its nature is incomplete. It is
subject to the more complete description set forth in the Securities Support
Agreement, attached hereto as Exhibit 99.2.

Item 5.  Other Events.

         Thomas A. Keenan resigned his position as a Class I Director of the
Company on February 21, 2001 by letter to the CEO of the Company. Mr. Keenan
served on the Board of Directors as the designee of Winter Harbor. As of the
date of this Report, the Board of Directors of the Company consists of no Class
I Directors, two Class II Directors (Henry Y.L. Toh, Hal B. Heaton), and two
Class III Directors (John W. Edwards, David R. Bradford). On December 15, 2000,
Mr. Dror Nahumi resigned as President of the Company and terminated his
employment with I-Link effective as of January 8, 2001.

         On March 1, 2001, Counsel LLC entered into a separate agreement with
Winter Harbor and First Media, L.P, a limited partnership and the parent company
of Winter Harbor (collectively, the "Winter Harbor Parties") (the "Securities
Purchase Agreement"). I-Link was not a party to the Securities Purchase
Agreement. In accordance with the terms and provisions of the Securities
Purchase Agreement, Counsel agreed to purchase from the Winter Harbor Parties
all of the debt and equity securities in I-Link, including shares of Series M
and Series N preferred stock of I-Link, beneficially owned by the Winter Harbor
Parties for an aggregate consideration of $5,000,000. Prior to the closing under
the Securities Purchase Agreement, Winter Harbor converted all of its debt in
I-Link (aggregating $10,305,072 as of February 28, 2001) into equity securities
of I-Link in accordance with the terms of the debt.


                                       4

<PAGE>

         Subsequent to the conversion of the above-referenced debt by Winter
Harbor and the conversion of all of the Series M and N Preferred Stock owned by
Counsel LLC, there will be 95,111,785 shares of Common Stock outstanding.

Item 7.  Financial Statements and Exhibits

         (a)      Financial Statements of business acquired.

                  Not applicable.

         (b)      Pro forma financial information.

                  Not applicable.

         (c)      Exhibits.

                  4.15     Senior Convertible Loan and Security Agreement, dated
                           as of March 1, 2001, by and between Counsel
                           Communications, LLC, a Delaware limited liability
                           company and I-Link Incorporated, a Florida
                           corporation.

                  4.16     Loan Note, dated as of March 1, 2000, by and between
                           Counsel Communications, LLC, and I-Link Incorporated.

                  4.17     Security Agreement, dated as of March 1, 2001, by and
                           between I-Link Communications, Inc., a Utah
                           corporation, MiBridge, Inc., a Utah corporation, and
                           Counsel Communications, LLC, a Delaware limited
                           liability company.

                  99.1     Warrant Exchange Agreement, dated as of March 1,
                           2001, by and between Winter Harbor, LLC, a Delaware
                           limited liability company, and I-Link Incorporated, a
                           Florida corporation.

                  99.2     Securities Support Agreement, dated as of March 1,
                           2001, by and between Counsel Communications, LLC, a
                           Delaware limited liability company and I-Link
                           Incorporated, a Florida corporation.

                  99.3     Covenant Not to Sue, dated as of March 1, 2001, by
                           and between Winter Harbor, LLC, a Delaware limited
                           liability company, and I-Link Incorporated, a Florida
                           corporation.

                  99.4     Press Release reporting I-Link's transactions with
                           Counsel LLC and Winter Harbor to the marketplace,
                           issued on March 1, 2001.

                          [THE SIGNATURE PAGE FOLLOWS.]


                                       5

<PAGE>

                                    SIGNATURE

         Pursuant to the requirements of the Securities and Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.

                              I-LINK INCORPORATED



Date:    March 16, 2001       By:      /s/ John W. Edwards
                                       ----------------------------------------
                                       Chief Executive Officer


                                       6

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.15
<SEQUENCE>2
<FILENAME>a2041693zex-4_15.txt
<DESCRIPTION>EXHIBIT 4.15
<TEXT>

<PAGE>

                 SENIOR CONVERTIBLE LOAN AND SECURITY AGREEMENT

                  This Senior Convertible Loan and Security Agreement
("Agreement") is entered into as of March __, 2001 by and between I-Link,
Incorporated, a Florida corporation ("Borrower") and Counsel Communications LLC,
a Delaware corporation ("Lender").

                  WHEREAS, Borrower and Lender desire to enter into this
Agreement on the terms and conditions set forth herein;

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

                  Section 1. PERIODIC LOANS. From and after the date hereof,
through and until the termination of the Term, Lender hereby agrees, subject to
the terms and conditions contained herein, to make periodic loans to the
Borrower in an aggregate principal amount at any one time outstanding, not to
exceed $10,000,000 plus the corresponding increase in principal amount of the
Note described in Section 2 below ("Maximum Amount"). During the term hereof,
from time to time, Borrower may notify the Lender of its need to borrow funds
pursuant to this Agreement. Within five business days of receipt of such notice
from the Borrower seeking to borrow funds, the Lender shall forward to the
Borrower the amount of funds requested by Borrower in such notice, up to, but
(together with other amounts outstanding hereunder) not in excess of, the
Maximum Amount. Lender hereby agrees to fund $3,000,000 hereunder immediately
upon execution of this Agreement.

                  Section 2. PERIODIC FINANCE CHARGES. All principal and
interest then outstanding shall bear interest at a rate of 9.0 % per annum
(based on a 360 day year), compounded quarterly and shall result in a
corresponding increase in the principal amount of the Note. All past due
principal and accrued interest on this Note shall bear interest from the
Maturity Date (whether at scheduled maturity, upon acceleration of maturity
following an Event of Default (as defined below) or otherwise) until paid at the
lesser of (i) the rate of 18% per annum or (ii) the highest rate for which
Borrower may legally contract under applicable law. All payments hereunder shall
be payable in lawful money of the United States of America which shall be legal
tender for public and private debts at the time of payments.

                    Section 3. PAYMENTS. Subject to Section 5 hereof, all
interest outstanding shall be due and payable by the Borrower at the Maturity
Date.

                  Section 4. TERM. This Agreement shall be effective from the
date hereof and shall terminate three (3) years from the date hereof, unless
terminated earlier pursuant to the default provisions of this Agreement (the
"Maturity Date").

                  Section 5. CONVERSION.

                  (a) The amounts loaned under this Agreement from time to time
until the

<PAGE>

Maturity Date (including principal and accrued interest) (the "Outstanding
Debt") shall be convertible, in whole or in part, at the option of Lender, at
any time or from time to time prior to the automatic conversion described
below, into the number of fully paid and non-assessable shares of Borrower's
common stock ("Common Stock") which results from dividing, (x) the portion of
the Outstanding Debt that Lender desires to convert by (y) the Conversion
Price per share in effect at the time of conversion (which shall initially be
equal to $0.56, which represents 105% of the average closing transaction
price for the five consecutive trading days preceding the execution of the
binding term sheet related to this Agreement), subject to adjustment from
time to time as provided in Sections 5(c) and 5(d) below. Notwithstanding the
foregoing, at any time after eighteen (18) months subsequent to the execution
of the Note, the Outstanding Debt shall be automatically converted into
Common Stock using the same calculation set forth above for an optional
conversion, on first date that is the twentieth consecutive trading day that
the Common Stock has closed at a price per share that is equal to or greater
than $1.00 per share (the "Trigger Price").

                  (b) MECHANICS OF CONVERSION. When Lender desires to convert
all or part of the Outstanding Debt in accordance with paragraph (a), it shall
give notice to Borrower of the amount of Outstanding Debt that it desires to
convert. Borrower shall then promptly issue and deliver to Lender a certificate
or certificates for the number of shares of Common Stock to which Lender is
entitled upon conversion. Such conversion shall be deemed to have been made
immediately prior to the close of business on second business day following
Lender's sending of the required notice, and Lender shall be treated for all
purposes as the record holder of the Common Stock it is entitled to receive upon
conversion on such date.

                  (c) ADJUSTMENTS. The Conversion Price and the number of shares
of Common Stock issuable upon conversion of Outstanding Debt pursuant to Section
5(a) (as well as, in the case of paragraph (1) below, the Trigger Price) shall
be subject to adjustment as follows:

                      (1) ADJUSTMENT FOR DIVIDENDS, STOCK SPLITS AND
COMBINATIONS. If the Borrower (i) pays, issues or distributes to its
stockholders (A) a stock dividend, (B) debt securities of the Company, or (C)
assets (other than cash dividends payable out of earnings of surplus in the
ordinary course of business), or (ii) effects a split or subdivision of the
outstanding shares of Common Stock, the Conversion Price then in effect
immediately before the subdivision shall be proportionately decreased, and
conversely, if the Borrower combines the outstanding shares of Common Stock
into a smaller number of shares, the Conversion Price then in effect
immediately before the combination shall be proportionately increased. Any
adjustment under this subsection 5(c)(1) shall become effective at the close
of business on the date the subdivision or combination becomes effective.

                      (2) ADJUSTMENTS FOR RECLASSIFICATION, EXCHANGE AND
SUBSTITUTION. In the event the Common Stock is changed into the same or a
different number of shares of any class or classes of capital stock, whether
by recapitalization, reclassification or otherwise (other than a subdivision
or combination of shares or a reorganization, merger, consolidation or sale
of assets provided for elsewhere in this Section 5), then and in any such
event Lender shall have the right thereafter to receive, upon the conversion
of the Outstanding Debt, the kind and amount of capital stock and other
securities and property receivable upon such recapitalization,


                                       2

<PAGE>

reclassification or other change by holders of the number of shares of
Common Stock into which such Outstanding Debt shall be convertible, all
subject to further adjustment as provided herein.

                      (3) REORGANIZATIONS, MERGERS, CONSOLIDATIONS OR SALES OF
ASSETS. If there is a capital reorganization of the Common Stock (other than a
recapitalization, subdivision, combination, reclassification or exchange of
shares provided for elsewhere in this Section 5) or a merger or consolidation of
the Borrower with or into another corporation, or the sale of all or
substantially all of the Borrower's properties and assets to any other entity,
then, as a part of such reorganization, merger, consolidation or sale, provision
shall be made so that Lender shall thereafter be entitled to receive, upon the
conversion of the Outstanding Debt, the number of shares of capital stock or
other securities or property to which a holder of the number of shares of Common
Stock issuable upon such conversion would have been entitled to receive on such
capital reorganization, merger, consolidation or sale. In any such case,
appropriate adjustment shall be made in the application of the provisions of
this Section 5 with respect to the rights of Lender after the reorganization,
merger, consolidation or sale to the end that the provisions of this Section 5
(including adjustment of the Conversion Price then in effect and the number of
shares issuable upon conversion of the Outstanding Debt) shall be applicable
after that event and be as nearly equivalent as may be practicable.

                      (4) CERTAIN EVENTS. If an event not specifically
enumerated in this Section 5 occurs that has substantially the same economic
effect on the Outstanding Debt as those specifically enumerated shall occur,
then this Section 5 shall be construed liberally in order to give the
Outstanding Debt the benefit of the protections provided under this Section
5. The Borrower's Board of Directors shall make an appropriate adjustment to
the Conversion Price so as to protect the rights of Lender or to avoid the
recognition by the holders of Common Stock of income subject to federal
income tax; provided that no such adjustment shall decrease the number of
shares of Common Stock then issuable upon conversion of the Outstanding Debt.

               (d) SALE OF STOCK BELOW CONVERSION PRICE. The Conversion Price
and the number of shares of Common Stock issuable upon conversion of the
Outstanding Debt pursuant to Section 5(a) shall be subject to adjustment, in
addition to any adjustments pursuant to Section 5(c) above, as follows:

                      (1) ADJUSTMENT TO CONVERSION PRICE. If the Borrower issues
or sells, or is deemed by the express provisions of this Section 5(d) to have
issued or sold, additional Common Stock (including securities convertible into
Common Stock) (the "Additional Common Stock"), other than as a dividend on or
other distribution in respect of any class of shares in the form of cash or
other property and other than upon a subdivision or combination of the Common
Stock as provided in Section 5(a)(1) above, for a price (including the exercise
price of any convertible securities) which is less than the then existing
Conversion Price for the Outstanding Debt, then and in each such case such
Conversion Price then in effect shall be reduced, as of the opening of business
on the date of each such issue or sale, to the price (calculated to the nearest
cent) determined by multiplying the Conversion Price in effect immediately prior
to the dilutive issuance by a fraction, the numerator of which is (A) an amount
equal to the sum of (i) the total number of shares of Common Stock issued and
outstanding, on a fully-diluted, fully converted basis, immediately prior to the
time of such dilutive issuance or sale of Additional Common Stock, multiplied by
the greater of the then existing Conversion Price for the Outstanding Debt


                                       3

<PAGE>

or the Fair Market Value of the Additional Common Stock in effect, plus (ii)
the amount of consideration, if any, received by the Borrower upon such
issuance or sale of Additional Common Stock and the denominator of which is
(B) the product of (i) the greater of the then existing Conversion Price for
the Outstanding Debt or the Fair Market Value of the Additional Common Stock,
multiplied by (ii) an amount equal to the sum of the total number of shares
of Common Stock issued and outstanding, on a fully-diluted, fully converted
basis, immediately prior to the time of such dilutive issuance plus the
number of shares of Additional Common Stock issued, on a fully-diluted,
full-converted basis in connection with such dilutive issuance.

                      (2) CONSIDERATION RECEIVED BY THE BORROWER. For the
purpose of making any adjustment required under this Section 5(d), the
consideration received by the Borrower for any issue or sale of securities
shall (A) to the extent it consists of cash, be computed at the gross amount
of cash received by the Borrower in consideration for such issuance or sale,
(B) to the extent it consists of property other than cash, be computed at the
fair value of that property as reasonably determined in good faith by the
Board of Directors of the Borrower, and (C) if Additional Common Stock or
rights or options to purchase either Additional Common Stock are issued or
sold together with other shares or securities or other assets of the Borrower
for a consideration which covers both, be computed as the portion of the
consideration so received that may be reasonably determined in good faith by
the Board of Directors of the Borrower to be allocable to such Additional
Common Stock.

          (e) ACCOUNTANTS' CERTIFICATE OF ADJUSTMENT. In each case of an
adjustment or readjustment of any Conversion Price or the number of shares of
Common Stock or other securities issuable upon conversion of the Outstanding
Debt, the Borrower, at its expense and upon the request of Lender, shall cause
independent certified public accountants of recognized standing selected by the
Borrower (who may be the independent public accountants then auditing the
financial statements of the Borrower) to compute such adjustment or readjustment
in accordance with the provisions hereof and prepare a certificate showing such
adjustment or readjustment, and shall mail such certificate, by first class
mail, postage prepaid, to Lender. The certificate shall set forth such
adjustment or readjustment, showing in detail the facts upon which such
adjustment or readjustment is based, including a statement (as applicable) of
(i) the consideration received or deemed to be received by the Borrower for any
Additional Common Stock issued or sold or deemed to have been issued or sold,
(ii) the Conversion Price at the time in effect, (iii) the number of shares of
Common Stock issued and outstanding immediately prior to the issuance or sale,
or deemed issuance or sale, of such Additional Common Stock and the number of
Additional Common Stock, and (iv) the type and amount, if any, of other property
which at the time would be received upon conversion of the Outstanding Debt.

          (f) NOTICES OF RECORD DATE. In the event of (i) any taking by the
Borrower of record of the holders of any class of securities for the purpose of
determining the holders thereof who are entitled to receive any dividend or
other distribution, or (ii) any capital reorganization of the Borrower, any
reclassification or recapitalization of the capital stock of the Borrower, any
merger or consolidation of the Borrower with or into any other entity, or any
transfer of all or substantially all of the assets of the Borrower to any other
entity or any voluntary or involuntary dissolution, liquidation or winding up of
the Borrower, the Borrower shall mail to Lender, at least twenty (20) days prior
to the record date specified therein a notice specifying (A) the date


                                       4

<PAGE>

on which any such record is to be taken for the purpose of such dividend or
distribution and a description of such dividend or distribution, (B) the date
on which any such reorganization, reclassification, transfer, consolidation,
merger, dissolution, liquidation or winding up is expected to become
effective, and (C) the date, if any, that is to be fixed, as of when the
holders of record of Common Stock, the Outstanding Debt or other securities
shall be entitled to exchange their debt or securities for securities or
other property deliverable upon such reorganization, reclassification,
transfer, consolidation, merger, dissolution, liquidation or winding up.

          (g) FRACTIONAL STOCK. Fractional shares of Common Stock shall be
issued, if necessary, upon conversion of Outstanding Debt.

          (h) RESERVATION OF COMMON STOCK ISSUABLE. The Borrower shall at all
times reserve and keep available out of its authorized but unissued shares of
Common Stock, solely for the purpose of effecting the conversion of the
Outstanding Debt, such number of its shares of Common Stock as shall from time
to time be sufficient to effect the conversion of all of the Outstanding Debt;
and if at any time the number of authorized but unissued shares of Common Stock
shall not be sufficient to effect the conversion of all then Outstanding Debt,
the Borrower will use its best efforts to take such corporate action as may, in
the opinion of its counsel, be necessary to promptly increase its authorized but
unissued shares of Common Stock to such number of shares as shall be sufficient
for such purpose.

          (i) PAYMENT OF TAXES. The Borrower will pay all transfer taxes imposed
on Lender and other transfer related governmental charges that may be imposed
with respect to the issue or delivery of Common Stock upon conversion of the
Outstanding Debt, except any tax or other charge imposed in connection with any
transfer involved in the issue and delivery of Common Stock in a name other than
that in which the Outstanding Debt so converted or redeemed were registered any
tax imposed on the Lender.

          (j) NO DILUTION OR IMPAIRMENT. The Borrower shall not amend its
Certificate of Incorporation or participate in any reorganization, transfer of
assets, consolidation, merger, dissolution, issue or sale of securities or any
other voluntary action, for the purpose of avoiding or seeking to avoid the
observance or performance of any of the terms to be observed or performed
hereunder by the Borrower, but will at all times in good faith assist in
carrying out all such action as may be reasonably necessary or appropriate in
order to protect the conversion rights of Lender Stock against dilution or other
impairment.

          (k) ROUNDING OF CALCULATIONS; MINIMUM ADJUSTMENT. Any provision of
this Section 5 to the contrary notwithstanding, no adjustment in the Conversion
Price shall be made if the amount of such adjustment would be less than $0.01,
but any such amount shall be carried forward and an adjustment with respect
thereto shall be made at the time of and together with any such subsequent
adjustment which, together with such amount and any other amount or amounts so
carried forward, shall aggregate $0.01 or more.

          Section 6. CREATION OF SECURITY INTEREST. In order to secure the
payment of all obligations of Borrower to Lender whether now or hereafter
arising, including all obligations under this Agreement, that certain Loan Note
entered into by and between Lender and Borrower of even


                                       5

<PAGE>

date herewith, and any and all amendments, modifications, renewals or
restatements hereof (the "Secured Obligations"). The Borrower hereby grants
to the Lender (or its designee) (the "Secured Parties") a first priority
security interest in all of Borrower's assets, now owned or hereinafter
acquired, now in existence or hereafter arising, wherever located (the
"Collateral"), including, without limitation the property described below on
the terms and conditions set forth in this Agreement:

          (a) presently existing and hereafter arising accounts, contract
rights, and all other forms of obligations owing to Borrower arising out of the
sale or lease of goods or the rendition of services by Borrower, whether or not
earned by performance, and any and all credit insurance, guaranties, and other
security therefor, as well as all merchandise returned to or reclaimed by
Borrower and Borrower's Books relating to any of the foregoing (collectively,
"Accounts");

          (b) present and future general intangibles and other personal property
(including choses or things in action, goodwill, patents, trade names,
trademarks, servicemarks, copyrights, blueprints, drawings, purchase orders,
customer lists, monies due or recoverable from pension funds, route lists,
monies due under any royalty or licensing agreements, infringement claims,
computer programs, computer discs, computer tapes, literature, reports, catalogs
deposit accounts, insurance premium rebates, tax refunds, and tax refund claims)
other than goods and Accounts, and Borrower's Books relating to any of the
foregoing (collectively, "General Intangibles");

          (c) present and future letters of credit, notes, drafts, instruments,
certificated and uncertificated securities, documents, leases, and chattel
paper, and Borrower's Books relating to any of the foregoing (collectively,
"Negotiable Collateral");

          (d) present and future inventory in which Borrower has any interest,
including goods held for sale or lease or to be furnished under a contract of
service and all of Borrower's present and future raw materials, work in process,
finished goods, and packing and shipping materials, wherever located, and any
documents of title representing any of the above, and Borrower's Books relating
to any of the foregoing (collectively, "Inventory");

          (e) present and hereafter acquired computers, communications
equipment, software code, network servers, switches and other related equipment,
and any interest in any of the foregoing, and all attachments, accessories,
accessions, replacements, substitutions, additions, and improvements to any of
the foregoing, wherever located (collectively, "Equipment");

          (f) books and records including: ledgers; records indicating,
summarizing, or evidencing Borrower's assets or liabilities, or the collateral;
all information relating to Borrower's business operations or financial
condition; and all computer programs, disc or tape files, printouts, funds or
other computer prepared information, and the equipment containing such
information (collectively, "Borrower's Books"); and

          (g) substitutions, replacements, additions, accessions, proceeds,
products to or of any of the foregoing, including, but not limited to, proceeds
of insurance covering any of the foregoing, or any portion thereof, and any and
all Accounts, General Intangibles, Negotiables,


                                       6

<PAGE>

Collateral, Inventory, Equipment, money, deposits, accounts, or other
tangible or intangible property resulting from the sale or other disposition
of the accounts, general Intangibles, Negotiable Collateral, Inventory,
Equipment, or any portion thereof or interest therein and the proceeds
thereof.

               Section 7. REPRESENTATIONS, WARRANTIES AND COVENANTS OF BORROWER.
The Borrower agrees and covenants as follows:

               (a) PAYMENT OF PRINCIPAL AND INTEREST. The Borrower shall
promptly pay when due the principal of and interest on the indebtedness
evidenced by the Note issued under this Agreement, and all other sums secured by
this Agreement.

               (b) CORPORATE EXISTENCE. The Borrower is a corporation duly
organized and existing under the laws of the state of Florida and is duly
qualified in every other state in which it is doing business.

               (c) CORPORATE AUTHORITY. The execution, delivery, and performance
of this Agreement, and the execution and payment of the Notes issued pursuant to
the terms hereof are within Borrower's corporate powers, have been duly
authorized, and are not in contravention of law or the terms of the Borrower's
articles of incorporation and bylaws, or of any indenture, agreement, or
undertaking to which the Borrower is a party or by which it is bound.

               (d) OWNERSHIP OF COLLATERAL. The Borrower is the sole owner of
the Collateral and will defend the Collateral against the claims and demands of
all other persons at any time claiming the same or any interest therein.

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

               (f) MERGERS, CONSOLIDATIONS, ACQUISITIONS AND SALES. Without the
prior written consent of Lender, such Borrower shall not (a) be a party to any
merger, consolidation or corporate reorganization, except any wholly owned
subsidiary of Borrower may merge or consolidate with such Borrower (provided
that such Borrower shall be the continuing or surviving corporation) or with any
one or more other wholly owned subsidiaries of Borrower, nor (b) purchase or
otherwise acquire all or substantially all of the assets or stock of, or any
partnership or joint venture interest in, any other person, firm or entity,
except any wholly owned subsidiary of Borrower may sell, lease, transfer or
otherwise dispose of all or any substantial part of its assets to such Borrower
or another wholly owned subsidiary of Borrower, nor (c) sell, transfer, convey,
grant a security interest in or lease all or any substantial part of its assets,
except any wholly owned subsidiary of Borrower may sell, lease, transfer or
otherwise dispose of all or any substantial part of its assets to such Borrower
or another Subsidiary.


                                       7

<PAGE>

               (g) DEBT. Without the express prior written consent of Lender,
Borrower shall not create, incur, assume or suffer to exist indebtedness of any
description whatsoever, excluding:

                    (i)  the indebtedness evidenced by the Note;

                    (ii)  the endorsement of negotiable instruments payable to
               such Borrower for deposit or collection in the ordinary course of
               business;

                    (iii) the debt set forth on Schedule 6(g) hereto; and

                    (iv)  any other debt incurred in the ordinary course of
               business

               (h) NO LIENS. Borrower shall not create, incur, assume or suffer
to exist any lien, security interest, security title, mortgage, deed of trust or
other encumbrance upon or with respect to any of its properties, now owned or
hereafter acquired, except the following permitted liens (the "Permitted
Liens"):

                    (i)   liens in favor of Lender;

                    (ii)  liens for taxes or assessments or other governmental
               charges or levies if not yet due and payable;

                    (iii) liens in connection with the leasing of equipment in
               favor of the lessor of such equipment;

                    (iv)  liens incurred or deposits made in the ordinary course
               of business in connection with worker's compensation,
               unemployment insurance, social security and other like laws;

                    (v)   attachment, judgment and other similar non-tax liens
               arising in connection with court proceedings, but only if and for
               so long as the execution or other enforcement of such liens is
               and continues to be effectively stayed and bonded on appeal in a
               manner satisfactory to Lender for the full amount thereof;

                    (vi)  purchase money liens securing indebtedness permitted
               hereunder; or

                    (vii) reservations, exceptions, easements, rights of way,
               and other similar encumbrances affecting real property.

               (i) DIVIDENDS, DISTRIBUTIONS, STOCK RIGHTS, ETC. Borrower shall
not declare or pay any dividend of any kind (other than stock dividends payable
to all holders of any class of capital stock), in cash or in property, on any
class of the capital stock of such Borrower, or purchase, redeem, retire or
otherwise acquire for value any shares of such stock, nor make any distribution
of any kind in cash or property in respect thereof, nor make any return of
capital of shareholders, nor make any payments in cash or property in respect of
any stock options, stock bonus or


                                       8

<PAGE>

similar plan (except as required or permitted hereunder), nor grant any
preemptive rights with respect to the capital stock of such Borrower, without
the prior written consent of Lender.

               (j) GUARANTIES; LOANS; PAYMENT OF DEBT. Without Lender's prior
express written consent, such Borrower shall not guarantee nor be liable in any
manner, whether directly or indirectly, or become contingently liable after the
date of this Agreement in connection with the obligations or indebtedness of any
person or entity whatsoever, except for the endorsement of negotiable
instruments payable to such Borrower for deposit or collection in the ordinary
course of business. Without Lender's prior express written consent, which shall
not unreasonably be conditioned, withheld or delayed, such Borrower shall not
(i) make any loan, advance or extension of credit to any person other than in
the normal course of its business, or (ii) make any payment on any subordinated
debt.

               (k) CONDUCT OF BUSINESS. Borrower will continue to engage in a
business of the same general type and manner as conducted by it on the date of
this Agreement.

               (l) COMPLIANCE WITH LAW AND OTHER AGREEMENTS. Except where the
failure to do so would not materially adversely affect such Borrower's
operations or its ability to fulfill its obligations under the Loan Documents,
such Borrower shall maintain its business operations and property owned or used
in connection therewith in compliance with (i) all applicable federal, state and
local laws, regulations and ordinances governing such business operations and
the use and ownership of such property, and (ii) all agreements, licenses,
franchises, indentures and mortgages to which such Borrower is a party or by
which such Borrower or any of its properties is bound. Without limiting the
foregoing, such Borrower shall pay all of its indebtedness promptly in
accordance with the terms thereof.

               (m) TAXES AND ASSESSMENTS. Borrower shall (i) file all tax
returns and appropriate schedules thereto that are required to be filed under
applicable law, prior to the date of delinquency, (ii) pay and discharge all
taxes, assessments and governmental charges or levies imposed upon such Borrower
upon its income and profits or upon any properties belonging to it, prior to the
date on which penalties attach thereto, and (iii) pay all taxes, assessments and
governmental charges or levies that, if unpaid, might become a lien or charge
upon any of its properties; provided, however, that such Borrower in good faith
may contest any such tax, assessment, governmental charge or levy described in
the foregoing clauses (ii) and (iii) so long as appropriate reserves are
maintained with respect thereto.

               (n) STATEMENTS NOT FALSE OR MISLEADING. No representation or
warranty given as of the date hereof by Borrower contained in this Agreement or
any materials furnished by Borrower to Lender in connection with its due
diligence relating to this Agreement, taken as a whole, contains or will (as of
the time so furnished) contain any untrue statement of a material fact, or omits
or will (as of the time so furnished) omit to state any material fact which is
necessary in order to make the statements contained therein not misleading.

               Section 8. SALE OR REMOVAL OF COLLATERAL PROHIBITED. Except for
the sale of inventory in the ordinary course of Borrower's business, the
Borrower shall not sell, lease, encumber, pledge, mortgage, assign, grant a
security interest in, or otherwise transfer the Collateral.


                                       9

<PAGE>

               Section 9. PERFECTION OF SECURITY INTEREST. From the date hereof,
Borrower agrees to execute and file financing statements, and do whatever may be
necessary under the applicable Uniform Commercial Code in the state where the
Collateral is located, to perfect and continue the Lender's interest in the
Collateral, all at the Borrower's expense.

               Section 10. TAXES AND ASSESSMENTS. The Borrower will pay or cause
to be paid promptly when due all taxes and assessments on the Collateral, this
Agreement and the Notes. The Borrower may, however, withhold payment of any tax
assessment or claim if a good faith dispute exists as to the obligation to pay.

               Section 11. INSURANCE. The Borrower shall have and maintain, or
cause to be maintained, insurance at all times with respect to all Collateral
except accounts receivable, against such risks as the Lender may reasonably
require, in such form, for such periods, and written by such companies as may be
satisfactory to the Lender. All policies of insurance shall have endorsed a loss
payable clause acceptable to the Lender and/or such other endorsements as the
Lender may from time to time request, and the Borrower will promptly provide the
Lender with the original policies or certificates of such insurance. The
Borrower shall promptly notify the Lender of any loss or damage that may occur
to the Collateral. The Lender is hereby authorized to make proof of loss if it
is not made promptly by the Borrower. All proceeds of any insurance on the
Collateral shall be held by the Lender as a part of the Collateral and at
Lender's option be applied to repay the indebtedness hereunder or to repair or
restore property damage. If Lender agrees to use the funds to repair or restore
the property, such proceeds shall be paid out from time to time upon order of
the Borrower for the purpose of paying the reasonable cost of repairing or
restoring the property damaged. In the event of failure to provide insurance as
herein provided, the Lender may, at the Lender's option, provide such insurance
at the Borrower's expense.

               Section 12. APPLICATION OF PAYMENTS. Unless applicable law
provides otherwise, all payments received by the Lender from the Borrower under
the Notes and this Agreement shall be applied by the Lender in the following
order of priority: (i) interest payable on the Note in the manner provided
therein; (ii) principal of the Note in the manner provided therein; and (iii)
any other sums secured by this Agreement in such order as the Lender, at the
Lender's option, may determine.

               Section 13. PROTECTION OF LENDER'S SECURITY. If the Borrower
fails to perform the covenants and agreements contained or incorporated in this
Agreement, or if any action or proceeding is commenced which affects the
Collateral or title thereto or the interest of the Lender therein, including,
but not limited to , insolvency, , or arrangements or proceedings involving a
bankrupt or decedent, then the Lender, at the Lender's option, may make such
appearance, disburse such sums, and take such action as the Lender deems
necessary, in its sole discretion, to protect the Lender's interest, including
but not limited to (i) disbursement of attorneys' fees, (ii) entry upon the
Borrower's property to make repairs to the Collateral, and (iii) procurement of
satisfactory insurance. Any amounts disbursed by Lender pursuant to this
Section, with interest thereon, shall become additional indebtedness of the
Borrower secured by this Agreement. Unless the Borrower and the Lender agree to
other terms of payment, such amounts shall be immediately due and payable and
shall bear interest from the date of disbursement at the rate stated in the
Notes.


                                      10

<PAGE>

Nothing contained in this Section shall require the Lender to incur any
expense or take any action.

               Section 14. INSPECTION. The Lender may make or cause to be made
reasonable entries upon and inspections of the Borrower's premises to inspect
the Collateral.

               Section 15. BORROWER AND LIEN NOT RELEASED. From time to time,
the Lender may, at the Lender's option, without giving notice to or obtaining
the consent of the Borrower, the Borrower's successors or assigns or of any
other lienholder or guarantors, without liability on the Lender's part, and
notwithstanding the Borrower's breach of any covenant or agreement of the
Borrower in this Agreement, extend the time for payment of said indebtedness or
any part thereof, reduce the payments thereon, release anyone liable on any of
said indebtedness, accept a renewal note or notes therefor, modify the terms and
the time of payment of said indebtedness, release from the lien of this
Agreement any part of the Collateral, take or release other or additional
security, reconvey any part of the Collateral, consent to any map or plan of the
Collateral, consent to the granting of any easement, join in any extension or
subordination agreement, and agree in writing with the Borrower to modify the
rate of interest or period of amortization of the Notes or change the amount of
any installments payable thereunder. Any actions taken by the Lender pursuant to
the terms of this Section shall not affect the obligation of the Borrower or the
Borrower's successors or assigns to pay the sums secured by this Agreement and
to observe the covenants of the Borrower contained herein, shall not affect the
guaranty of any person, corporation, partnership, or other entity for payment of
the indebtedness secured hereby, and shall not affect the lien or priority of
lien hereof on the Collateral. The Borrower shall pay the Lender a reasonable
service charge, together with attorneys' fees as may be incurred at the Lender's
option for any such action if taken at the Borrower's request.

               Section 16. FORBEARANCE BY LENDER NOT A WAIVER. Any forbearance
by the Lender in exercising any right or remedy hereunder, or otherwise afforded
by applicable law, shall not be a waiver of or preclude the exercise of any
right or remedy. The acceptance by the Lender of payment of any sum secured by
this Agreement after the due date of such payment shall not be a waiver of the
Lender's right to either require prompt payment when due of all other sums so
secured or to declare a default for failure to make prompt payment. The
procurement of insurance or the payment of taxes, rents or other liens or
charges by the Lender shall not be a waiver of the Lender's right to accelerate
the maturity of the indebtedness secured by this Agreement, nor shall the
Lender's receipt of any awards, proceeds or damages as provided in this
Agreement operate to cure or waive the Borrower's default in payment of sums
secured by this Agreement.

               Section 17. UNIFORM COMMERCIAL CODE SECURITY AGREEMENT. This
Agreement is intended to be a security agreement pursuant to the Uniform
Commercial Code for any of the items specified above as part of the Collateral
which, under applicable law, may be subject to a security interest pursuant to
the Uniform Commercial Code, and the Borrower hereby grants the Lender a
security interest in said items. The Borrower agrees that the Lender may file
any appropriate document in the appropriate index as a financing statement for
any of the items specified above as part of the Collateral. In addition, the
Borrower agrees to execute and deliver to the Lender, upon the Lender's request,
any financing statements, as well as extensions, renewals and amendments
thereof, and reproductions of this Agreement in such form as the Lender may
reasonably require to perfect a security interest with respect to said items.
The Borrower shall pay all costs of filing such


                                      11

<PAGE>

financing statements and any extensions, renewals, amendments, and releases
thereof, and shall pay all reasonable costs and expenses of any record
searches for financing statements the Lender may reasonably require. The
Borrower shall not create or suffer to be created pursuant to the Uniform
Commercial Code any other security interest in the Collateral, other than the
Security Interests of the Secured Parties, including replacements and
additions thereto. Upon the occurrence of an event of default, each Secured
Party shall have the remedies of a Lender under the Uniform Commercial Code
and, at the Secured Party's option, may also invoke the other remedies
provided in this Agreement as to such items. In exercising any of said
remedies, the Secured Parties may proceed against the items of real property
and any items of personal property specified above as part of the Collateral
separately or together and in any order whatsoever, without in any way
affecting the availability of the Secured Party's remedies under the Uniform
Commercial Code or of the other remedies provided in this Agreement.

               Section 18. ORDER OF PAYMENTS. Any and all amounts actually
received by the Lender in connection with the enforcement of this Agreement,
including the proceeds of any collection, sale or other disposition of all or
any part of the Collateral (collectively, the "Proceeds"), shall, promptly upon
receipt by the Lender, be applied:

               (i) first, to the payment in full of the Secured Obligations, or
in the event that such Proceeds are insufficient to pay in full the Secured
Obligations, to the Secured Obligations of the Secured Parties in the following
order of priority:

                    (A) to all interest (including default interest) owing to
the Secured Parties on Secured Obligations, such amounts to be allocated to each
Secured Party in accordance with its pro rata share of loans outstanding to
Borrower at such time; then

                    (B) to principal amounts owing to the Secured Parties on
Secured Obligations, such amounts to be allocated to each Secured Party in
accordance with its pro rata share of loans outstanding to Borrower at such
time;

                    (C) any other fees or expenses incurred hereunder; and

               (ii) second, to the Borrower or in the manner that a court of
competent jurisdiction shall direct.

               Section 19. EVENTS OF DEFAULT. The Borrower shall be in default
under this Agreement when any of the following events or conditions occurs (each
an "Event of Default"):

               (a) The Borrower shall fail to pay any of the Secured Obligations
pursuant to terms of this Agreement;

               (b) The Borrower fails to comply with any term, obligation,
covenant, or condition contained in this Agreement;

               (c) Any warranty or representation made to the Lender by the
Borrower under this Agreement or the Ancillary Documents proves to have been
false when made or furnished;


                                      12

<PAGE>

               (d) If the Borrower voluntarily files a petition under the
federal Bankruptcy Act, as such Act may from time to time be amended, or under
any similar or successor federal statute relating to bankruptcy, insolvency,
arrangements or reorganizations, or under any state bankruptcy or insolvency
act, or files an answer in an involuntary proceeding admitting insolvency or
inability to pay debts, or if the Borrower is adjudged a bankrupt, or if a
trustee or receiver is appointed for the Borrower's property, or if the
Collateral becomes subject to the jurisdiction of a federal bankruptcy court or
similar state court, or if the Borrower makes an assignment for the benefit of
its creditors, or if there is an attachment, receivership, execution or other
judicial seizure, then the Lender may, at the Lender's option, declare all of
the sums secured by this Agreement to be immediately due and payable without
prior notice to the Borrower, and the Lender may invoke any remedies permitted
by this Agreement. Any attorneys' fees and other expenses incurred by the Lender
in connection with the Borrower's bankruptcy or any of the other events
described in this Section shall be additional indebtedness of the Borrower
secured by this Agreement.

               (e) There exists a material breach by the Borrower under (or a
termination by any party of) a material contract of the Borrower with the
exception of that certain Cooperation and Framework Agreement with Red Cube
International AG (for purposes of this Section 19(e) a material contract shall
mean any contract resulting in revenues or in excess of $10,000 per annum);

               (f) Borrower is in default under any funded indebtedness,
including but not limited to indebtedness evidenced by notes or capital leases,
of Borrower other than the amounts loaned pursuant to this Agreement;

               (g) If Borrower beaches any material terms contained in any of
the Ancillary Documents, including, but not limited to, Borrower's obligation to
perform any of its covenants respecting board representation and corporate
governance;

               (h) If Borrower's business undergoes a material adverse change in
Lender's reasonable opinion;

               (i) Any levy, seizure, attachment, lien, or encumbrance of or on
the Collateral which is not discharged by the Borrower within 10 days or, any
sale, transfer, or disposition of any interest in the Collateral, other than in
the ordinary course of business, without the written consent of the Lender; or

               (j) If at the end of any month (beginning with the calculation at
the end of April 2001), Cumulative Negative Cash Flow (as defined herein)
exceeds 120% of the forecasted amount for such month, as revised from time to
time to reflect events outside of the ordinary course of business;. For purposes
of this Agreement, Cumulative Negative Cash Flow means the cumulative negative
cash flow for such month as set forth in the base financial model made available
to Lender (such model to be amended from time to time hereafter upon mutual
agreement of Borrower and Lender).

               Section 20. ACCELERATION. At the option of the Lender, upon an
Event of Default, all sums due hereunder shall become immediately due and
payable.


                                      13

<PAGE>

               Section 21. RIGHTS OF SECURED PARTIES.

               (a) Upon an Event of Default, the Secured Parties may require the
Borrower to assemble the Collateral and make it available to the Secured Parties
at the place to be designated by the Secured Parties which is reasonably
convenient to the parties. The Secured Parties may sell all or any part of the
Collateral as a whole or in parcels either by public auction, private sale, or
other method of disposition. The Secured Parties may bid at any public sale on
all or any portion of the Collateral. Unless the Collateral is perishable or
threatens to decline speedily in value or is of the type customarily sold on a
recognized market, the Secured Parties shall give the Borrower reasonable notice
of the time and place of any public sale or of the time after which any private
sale or other disposition of the Collateral is to be made, and notice given at
least 10 days before the time of the sale or other disposition shall be
conclusively presumed to be reasonable. A public sale in the following fashion
shall be conclusively presumed to be reasonable:

               (b) Notice shall be given at least 10 days before the date of
sale by publication once in a newspaper of general circulation published in the
county in which the sale is to be held;

               (c) The sale shall be held in a county in which the Collateral or
any part is located or in a county in which the Borrower has a place of
business;

               (d) Payment shall be in cash or by certified check immediately
following the close of the sale;

               (e) The sale shall be by auction, but it need not be by a
professional auctioneer;

               (f) The Collateral may be sold as is and without any preparation
for sale.

               (g) Notwithstanding any provision of this Agreement, the Secured
Parties shall be under no obligation to offer to sell the Collateral. In the
event the Secured Parties offer to sell the Collateral, the Secured Parties will
be under no obligation to consummate a sale of the Collateral if, in their
reasonable business judgment, none of the offers received by them reasonably
approximates the fair value of the Collateral.

               (h) In the event the Secured Parties elect not to sell the
Collateral, the Secured Parties may elect to follow the procedures set forth in
the Uniform Commercial Code for retaining the Collateral in satisfaction of the
Borrower's obligation, subject to the Borrower's rights under such procedures.

               (i) In addition to the rights under this Agreement, in the event
of a default by the Borrower, the Secured Parties shall be entitled to the
appointment of a receiver for the Collateral as a matter of right whether or not
the apparent value of the Collateral exceeds the outstanding principal amount of
the Notes and any receiver appointed may serve without bond. Employment by the
Secured Parties shall not disqualify a person from serving as receiver.

               Section 22. EXPENSES. Borrowers agree to pay all reasonable costs
and


                                      14

<PAGE>

expenses incurred by Lender in connection with this Agreement, including but
not limited to filing fees, recording taxes and reasonable attorneys' fees
actually incurred, promptly upon demand of Lender.

               Section 25. REMEDIES CUMULATIVE. Each remedy provided in this
Agreement is distinct and cumulative to all other rights or remedies under this
Agreement or afforded by law or equity, and may be exercised concurrently,
independently, or successively, in any order whatsoever.

               Section 26. NOTICES. All notices and other communications
hereunder shall be in writing and shall be deemed given if delivered personally,
sent by overnight courier or telecopied (with a confirmatory copy sent by
overnight courier) to the parties at the following addresses (or at such other
address for a party as shall be specified by like notice):

If to Borrower , to:

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

                           with a copy to:


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

If to Lender, to:

                           Counsel Corporation (US)
                           280 Park Avenue
                           West Building, 28th floor
                           New York, New York  10017
                           Attention:       Allan Silber
                           Facsimile:       (212) 286-5000
                           Telephone:       (212) 867-3226

                           with a copy to:


                                      15

<PAGE>

                           Harwell Howard Hyne Gabbert & Manner, P.C.
                           315 Deaderick Street, Suite 1800
                           Nashville, Tennessee  37238
                           Attention:       Mark Manner
                           Facsimile:       (615) 251-1056
                           Telephone:       (615) 256-0500

                  Section 27. INTERPRETATION. When a reference is made in this
Agreement of a Section, such reference shall be to a Section of this Agreement
unless otherwise indicated, and the words "hereof," "herein" and "hereunder" and
similar terms refer to this Agreement as a whole and not to any particular
provision of this Agreement, unless the context otherwise requires. The table of
contents and headings contained in this Agreement are for reference purposes
only and shall not affect in any way the meaning or interpretation of this
Agreement. Whenever the words "include," "includes" or "including" are used in
this Agreement, they shall be deemed to be followed by the words "without
limitation."

                  Section 28. COUNTERPARTS. This Agreement may be executed in
counterparts, all of which shall be considered one and the same agreement and
shall become effective when one or more counterparts have been signed by each of
the parties and delivered to the other parties.

                  Section 29. ENTIRE AGREEMENT; NO THIRD-PARTY BENEFICIARIES.
This Agreement, and the Notes, (i) constitute the entire agreement between the
parties hereto and supersedes all prior agreements and understandings, both
written and oral, among the parties with respect to the subject matter hereof
and (ii) are not intended to confer upon any person other than the parties any
rights or remedies hereunder.

                  Section 30. GOVERNING LAW. This Agreement shall be governed
by, and construed in accordance with, the laws of the State of New York,
regardless of the laws that might otherwise govern under applicable principles
of conflicts of laws thereof.

                  Section 31. ASSIGNMENT. Neither this Agreement nor any of the
rights, interests or obligations hereunder may be assigned by operation of law
or otherwise by the Borrower without the prior written consent of the Lender in
its sole and absolute discretion, and any such purported assignment without the
express prior written consent of the Lender party shall be void ab initio; and
the Lender may assign any or all of the rights, interests or obligations
hereunder to any party. Subject to the preceding sentence, this Agreement shall
be binding upon, inure to the benefit of, and be enforceable by, the parties and
their respective successors and assigns.

                  Section 32. SEVERABILITY. If any term or other provision of
this Agreement is invalid, illegal or incapable of being enforced by any rule of
law, or public policy, all other conditions and provisions of this agreement
shall nevertheless remain in full force and effect so long as the economic or
legal substance of the transactions contemplated hereby are not affected in any
manner materially adverse to any party. Upon such determination that any term or
other


                                      16

<PAGE>

provision is invalid, illegal or incapable of being enforced, the parties
shall negotiate in good faith to modify this Agreement so as to effect he
original intent of the parties as closely as possible in a mutually
acceptable manner in order that the transactions be consummated as originally
contemplated to the fullest extent possible.

                  Section 33. CONSENT TO JURISDICTION. In the event that any
legal proceedings are commenced in any court with respect to any matter arising
under this Agreement, the parties hereto specifically consent and agree that the
courts of the State of New York and/or the Federal Courts located in the State
of New York shall have jurisdiction over each of the parties hereto and over the
subject matter of any such proceedings, and the venue of any such action shall
be in New York County, New York and/or the U.S. District Court for the Southern
District of New York.

               [Remainder of this page is intentionally blank.]


                                      17

<PAGE>

                  IN WITNESS WHEREOF, Borrower and Lender have executed this
Agreement as of the date first written above.

                                    BORROWER:

                                    I-LINK, INCORPORATED



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


                                    LENDER:

                                    COUNSEL COMMUNICATIONS LLC


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


                                      18

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.16
<SEQUENCE>3
<FILENAME>a2041693zex-4_16.txt
<DESCRIPTION>EXHIBIT 4.16
<TEXT>

<PAGE>

                                  LOAN NOTE

$10,000,000                                                  New York, New York
                                                                 March __, 2001

         FOR VALUE RECEIVED, I-LINK, INCORPORATED ("Borrower") hereby promises
to pay to the order of COUNSEL COMMUNICATIONS LLC ("Lender"), in immediately
available funds, on the Maturity Date, the principal sum of up to TEN MILLION
Dollars ($10,000,000), or, if less, the unpaid principal amount of all loans
then outstanding made pursuant to the Senior Convertible Loan and Security
Agreement (the "Loan Agreement") entered into as of the date hereof by Lender
and Borrower. Payments made hereunder shall be made to Lender's New York office
located at 280 Park Avenue, West Building, 28th floor, New York, New York 10017.

                  The Borrower also promises to pay interest on the unpaid
principal amount hereof in like money from the date hereof until the principal
amount is paid at the rates and at the times provided in the Loan Agreement.

                  This Note is the Note referred to in the Loan Agreement, is
subject to the terms and provisions of the Loan Agreement, and is entitled to
the benefits thereof. This Note is secured pursuant to the terms of the Loan
Agreement.

                  Capitalized terms used but not otherwise defined herein shall
have the meaning specified therefor in the Loan Agreement.

                  In case an Event of Default shall occur and be continuing, the
principal of and accrued interest on this Note may be declared due and payable
in the manner and with the effect provided in the Loan Agreement.

                  The Borrower hereby waives presentment, dishonor, notice of
dishonor, and protest.

                  THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAW
PRINCIPLES THEREOF.


I-LINK, INCORPORATED


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

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-4.17
<SEQUENCE>4
<FILENAME>a2041693zex-4_17.txt
<DESCRIPTION>EXHIBIT 4.17
<TEXT>

<PAGE>

                               SECURITY AGREEMENT

                  This Security Agreement ("Agreement") is entered into as of
March __, 2001 by and between I-Link Communications, Inc., a Utah corporation
and MiBridge, Inc., a Utah corporation, (collectively referred to herein as the
"Borrower") and Counsel Communications LLC, a Delaware corporation ("Lender").

                  WHEREAS, Lender has agreed to provide Borrower with periodic
loans in the aggregate amount of up to Ten Million Dollars ($10,000,000),
subject to certain express terms and conditions, commencing on the date hereof
and for the duration of the Term (the "Loan");

                  WHEREAS, in consideration of such loans, Borrower agrees
hereby to grant Lender a security interest in certain collateral, all as defined
herein; and

                  WHEREAS, Borrower and Lender desire to enter into this
Agreement on the terms and conditions set forth herein;

                  NOW, THEREFORE, in consideration of the foregoing and for
other good and valuable consideration, the receipt and adequacy of which is
hereby acknowledged, the parties hereto agree as follows:

                  Section 1. PERIODIC LOANS. From and after the date hereof,
through and until the termination of the Term, Lender hereby agrees, subject to
the terms and conditions contained herein, to make periodic loans to Borrower's
parent, I-Link, Incorporated in an aggregate principal amount at any one time
outstanding, not to exceed Ten Million Dollars ($10,000,000).

                  Section 2. CREATION OF SECURITY INTEREST. In order to secure
the payment of all obligations of I-Link, Incorporated to Lender whether now or
hereafter arising, including all obligations under this Agreement, that certain
Loan Note entered into by and between Lender and I-Link, Incorporated dated as
of March 1, 2001, and any and all amendments, modifications, renewals or
restatements hereof (the "Secured Obligations"). The Borrower hereby grants to
the Lender (or its designee) (the "Secured Parties") a first priority security
interest in all of Borrower's assets, now owned or hereinafter acquired, now in
existence or hereafter arising, wherever located (the "Collateral"), including,
without limitation the property described below on the terms and conditions set
forth in this Agreement:

                  (a) presently existing and hereafter arising accounts,
contract rights, and all other forms of obligations owing to Borrower arising
out of the sale or lease of goods or the rendition of services by Borrower,
whether or not earned by performance, and any and all credit insurance,
guaranties, and other security therefor, as well as all merchandise returned to
or reclaimed by Borrower and Borrower's Books relating to any of the foregoing
(collectively, "Accounts");

                  (b) present and future general intangibles and other personal
property (including choses or things in action, goodwill, patents, trade names,
trademarks, servicemarks, copyrights, blueprints, drawings, purchase orders,
customer lists, monies due or recoverable from pension funds, route lists,
monies due under any royalty or licensing agreements, infringement claims,

<PAGE>

computer programs, computer discs, computer tapes, literature, reports,
catalogs, deposit accounts, insurance premium rebates, tax refunds and tax
refund claims) other than goods and Accounts, and Borrower's Books relating to
any of the foregoing (collectively, "General Intangibles");

                  (c) present and future letters of credit, notes, drafts,
instruments, certificated and uncertificated securities, documents, leases, and
chattel paper, and Borrower's Books relating to any of the foregoing
(collectively, "Negotiable Collateral");

                  (d) present and future inventory in which Borrower has any
interest, including goods held for sale or lease or to be furnished under a
contract of service and all of Borrower's present and future raw materials, work
in process, finished goods, and packing and shipping materials, wherever
located, and any documents of title representing any of the above, and
Borrower's Books relating to any of the foregoing (collectively, "Inventory");

                  (e) present and hereafter acquired computers, communications
equipment, software code, network servers, switches and other related equipment,
and any interest in any of the foregoing, and all attachments, accessories,
accessions, replacements, substitutions, additions, and improvements to any of
the foregoing, wherever located (collectively, "Equipment");

                  (f) books and records including: ledgers; records indicating,
summarizing, or evidencing Borrower's assets or liabilities or the Collateral;
all information relating to Borrower's business operations or financial
condition; and all computer programs, disc or tape files, printouts, funds or
other computer prepared information, and the equipment containing such
information (collectively, "Borrower's Books"); and

                  (g) substitutions, replacements, additions, accessions,
proceeds, products to or of any of the foregoing, including, but not limited to,
proceeds of insurance covering any of the foregoing, or any portion thereof, and
any and all Accounts, General Intangibles, Negotiables, Collateral, Inventory,
Equipment, money, deposits, accounts, or other tangible or intangible property
resulting from the sale or other disposition of the accounts, general
Intangibles, Negotiable Collateral, Inventory, Equipment, or any portion thereof
or interest therein and the proceeds thereof.

                  Section 3. ORDER OF PAYMENTS. Any and all amounts actually
received by the Lender in connection with the enforcement of this Agreement,
including the proceeds of any collection, sale or other disposition of all or
any part of the Collateral (collectively, the "Proceeds"), shall, promptly upon
receipt by the Lender, be applied:

                  (i) first, to the payment in full of the Secured Obligations,
or in the event that such Proceeds are insufficient to pay in full the Secured
Obligations, to the Secured Obligations of the Secured Parties in the following
order of priority:

                         (A) to all interest (including default interest) owing
to the Secured Parties on Secured Obligations, such amounts to be allocated to
each Secured Party in accordance with its pro rata share of loans outstanding to
Borrower at such time; then


                                                                             2

<PAGE>

                         (B) to principal amounts owing to the Secured Parties
on Secured Obligations, such amounts to be allocated to each Secured Party in
accordance with its pro rata share of loans outstanding to Borrower at such
time;

                         (C ) any other fees or expenses incurred hereunder; and

                    (ii) second, to the Borrower or in the manner that a court
of competent jurisdiction shall direct.

                    Section 4. EVENTS OF DEFAULT. The Borrower shall be in
default under this Agreement when any of the following events or conditions
occurs (each an "Event of Default"):

                    (a) I-Link, Incorporated shall fail to pay any of the
Secured Obligations pursuant to terms of this Agreement;

                    (b) The occurrence of an event of default under that certain
Senior Convertible Loan and Security Agreement between Lender and I-Link,
Incorporated.

                    (c) Borrower fails to comply with any term, obligation,
covenant, or condition contained in this Agreement;

                    (d) Any warranty or representation made to the Lender by the
Borrower under this Agreement proves to have been false when made or furnished;

                    (e) If the Borrower voluntarily files a petition under the
federal Bankruptcy Act, as such Act may from time to time be amended, or under
any similar or successor federal statute relating to bankruptcy, insolvency,
arrangements or reorganizations, or under any state bankruptcy or insolvency
act, or files an answer in an involuntary proceeding admitting insolvency or
inability to pay debts, or if the Borrower is adjudged a bankrupt, or if a
trustee or receiver is appointed for the Borrower's property, or if the
Collateral becomes subject to the jurisdiction of a federal bankruptcy court or
similar state court, or if the Borrower makes an assignment for the benefit of
its creditors, or if there is an attachment, receivership, execution or other
judicial seizure, then the Lender may, at the Lender's option, declare all of
the sums secured by this Agreement to be immediately due and payable without
prior notice to the Borrower, and the Lender may invoke any remedies permitted
by this Agreement. Any attorneys' fees and other expenses incurred by the Lender
in connection with the Borrower's bankruptcy or any of the other events
described in this Section shall be additional indebtedness of the Borrower
secured by this Agreement.

         Notwithstanding the above, in the event any payments are not received
on the date on which they are due as provided in Sections 4(a) and 4(b)
hereinabove, Borrower shall have five (5) business days in which to pay any such
sums due and owing, provided Borrower notifies Lender of the reason for such
delay. In the event Lender receives payment of any such sums within said five
(5) day period from Borrower, no event of default or Default shall occur or be
deemed to have occurred.


                                                                             3

<PAGE>

                   Section 5. RIGHTS OF SECURED PARTIES.

                  (a) Upon an Event of Default, the Secured Parties may require
the Borrower to assemble the Collateral and make it available to the Secured
Parties at the place to be designated by the Secured Parties which is reasonably
convenient to the parties. The Secured Parties may sell all or any part of the
Collateral as a whole or in parcels either by public auction, private sale, or
other method of disposition. The Secured Parties may bid at any public sale on
all or any portion of the Collateral. Unless the Collateral is perishable or
threatens to decline speedily in value or is of the type customarily sold on a
recognized market, the Secured Parties shall give the Borrower reasonable notice
of the time and place of any public sale or of the time after which any private
sale or other disposition of the Collateral is to be made, and notice given at
least ten (10) days before the time of the sale or other disposition shall be
conclusively presumed to be reasonable. A public sale in the following fashion
shall be conclusively presumed to be reasonable:

                  (b) Notice shall be given at least ten (10) days before the
date of sale by publication once in a newspaper of general circulation published
in the county in which the sale is to be held;

                  (c) The sale shall be held in a county in which the
Collateral or any part is located or in a county in which the Borrower has a
place of business;

                  (d) Payment shall be in cash or by certified check
immediately following the close of the sale;

                  (e) The sale shall be by auction, but it need not be by a
professional auctioneer;

                  (f) The Collateral may be sold as is and without any
preparation for sale.

                  (g) Notwithstanding any provision of this Agreement, the
Secured Parties shall be under no obligation to offer to sell the Collateral. In
the event the Secured Parties offer to sell the Collateral, the Secured Parties
will be under no obligation to consummate a sale of the Collateral if, in their
reasonable business judgment, none of the offers received by them reasonably
approximates the fair value of the Collateral.

                  (h) In the event the Secured Parties elect not to sell the
Collateral, the Secured Parties may elect to follow the procedures set forth in
the Uniform Commercial Code for retaining the Collateral in satisfaction of the
Borrower's obligation, subject to the Borrower's rights under such procedures.

                  (i) In addition to the rights under this Agreement, in the
event of a default by the Borrower, the Secured Parties shall be entitled to the
appointment of a receiver for the Collateral as a matter of right whether or not
the apparent value of the Collateral exceeds the outstanding principal amount of
the Notes and any receiver appointed may serve without bond. Employment by the
Secured Parties shall not disqualify a person from serving as receiver.

                  Section 6. EXPENSES. Borrower agrees to pay all reasonable
costs and


                                                                             4

<PAGE>

expenses incurred by Lender in connection with this Agreement, including but
not limited to filing fees, recording taxes in connection with such filings
and reasonable attorneys' fees actually incurred, promptly upon demand of
Lender.

                  Section 7. REMEDIES CUMULATIVE. Each remedy provided in this
Agreement is distinct and cumulative to all other rights or remedies under this
Agreement or afforded by law or equity, and may be exercised concurrently,
independently, or successively, in any order whatsoever.

                  Section 8. NOTICES. All notices and other communications
hereunder shall be in writing and shall be deemed given if delivered personally,
sent by overnight courier or telecopied (with a confirmatory copy sent by
overnight courier) to the parties at the following addresses (or at such other
address for a party as shall be specified by like notice):

If to Borrower , to:

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

                           with a copy to:

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

If to Lender, to:

                           Counsel Corporation (US)
                           280 Park Avenue
                           West Building, 28th floor
                           New York, New York  10017
                           Attention:       Allan Silber
                           Facsimile:       (212) 286-5000
                           Telephone:       (212) 867-3226

                           with a copy to:

                           Harwell Howard Hyne Gabbert & Manner, P.C.


                                                                             5

<PAGE>

                           315 Deaderick Street, Suite 1800
                           Nashville, Tennessee  37238
                           Attention:       Mark Manner
                           Facsimile:       (615) 251-1056
                           Telephone:       (615) 256-0500

                  Section 9. INTERPRETATION. When a reference is made in this
Agreement of a Section, such reference shall be to a Section of this Agreement
unless otherwise indicated, and the words "hereof," "herein" and "hereunder" and
similar terms refer to this Agreement as a whole and not to any particular
provision of this Agreement, unless the context otherwise requires. The headings
contained in this Agreement are for reference purposes only and shall not affect
in any way the meaning or interpretation of this Agreement. Whenever the words
"include," "includes" or "including" are used in this Agreement, they shall be
deemed to be followed by the words "without limitation."

                  Section 10. COUNTERPARTS. This Agreement may be executed in
counterparts, all of which shall be considered one and the same agreement and
shall become effective when one or more counterparts have been signed by each of
the parties and delivered to the other parties.

                  Section 11. ENTIRE AGREEMENT; NO THIRD-PARTY BENEFICIARIES.
This Agreement, and the Notes, (i) constitute the entire agreement between the
parties hereto and supersedes all prior agreements and understandings, both
written and oral, among the parties with respect to the subject matter hereof
and (ii) are not intended to confer upon any person other than the parties any
rights or remedies hereunder.

                  Section 12. GOVERNING LAW. This Agreement shall be governed
by, and construed in accordance with, the laws of the State of New York,
regardless of the laws that might otherwise govern under applicable principles
of conflicts of laws thereof.

                  Section 13. ASSIGNMENT. Neither this Agreement nor any of the
rights, interests or obligations hereunder may be assigned by operation of law
or otherwise by the Borrower without the prior written consent of the Lender,
and any such purported assignment without the express prior written consent of
the Lender party shall be void ab initio; and the Lender may assign any or all
of the rights, interests or obligations hereunder to any party. Notwithstanding
the above, Lender shall not unreasonably withhold consent upon written
application of Borrower for such consent. Subject to the preceding sentence,
this Agreement shall be binding upon, inure to the benefit of, and be
enforceable by, the parties and their respective successors and assigns.

                  Section 14. SEVERABILITY. If any term or other provision of
this Agreement is invalid, illegal or incapable of being enforced by any rule of
law, or public policy, all other conditions and provisions of this Agreement
shall nevertheless remain in full force and effect so long as the economic or
legal substance of the transactions contemplated hereby are not affected in any
manner materially adverse to any party. Upon such determination that any term or
other provision is invalid, illegal or incapable of being enforced, the parties
shall negotiate in good


                                                                             6

<PAGE>

faith to modify this Agreement so as to effect he original intent of the
parties as closely as possible in a mutually acceptable manner in order that
the transactions be consummated as originally contemplated to the fullest
extent possible.

                  Section 15. CONSENT TO JURISDICTION. In the event that any
legal proceedings are commenced in any court with respect to any matter arising
under this Agreement, the parties hereto specifically consent and agree that the
courts of the State of New York and/or the Federal Courts located in the State
of New York shall have jurisdiction over each of the parties hereto and over the
subject matter of any such proceedings, and the venue of any such action shall
be in New York County, New York and/or the U.S. District Court for the Southern
District of New York.

               [Remainder of this page is intentionally blank.]


                                                                             7

<PAGE>

                  IN WITNESS WHEREOF, Borrower and Lender have executed this
Agreement as of the date first written above.

                                    BORROWER:

                                    I-LINK COMMUNICATIONS, INC.



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


                                    MIBRIDGE, INC.



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


                                    LENDER:

                                    COUNSEL COMMUNICATIONS LLC


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


                                                                             8
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>5
<FILENAME>a2041693zex-99_1.txt
<DESCRIPTION>EXHIBIT 99.1
<TEXT>

<PAGE>

                           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


                                       2

<PAGE>

experience in finance and business that 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


                                       3

<PAGE>

Documents will be at or prior to the Closing, duly 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


                                       6

<PAGE>

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.

             (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:
                                     ------------------------------------------
                                     Name:
                                              ---------------------------------
                                     Title:
                                              ---------------------------------




                                THE COMPANY

                                I-LINK, INCORPORATED


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


                                       9

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>6
<FILENAME>a2041693zex-99_2.txt
<DESCRIPTION>EXHIBIT 99.2
<TEXT>

<PAGE>

                          SECURITIES SUPPORT AGREEMENT

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

                              W I T N E S S E T H:

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

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

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

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

            ARTICLE I. REPRESENTATIONS AND WARRANTIES OF THE COMPANY

         The Company hereby represents and warrants to the Purchaser that:

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

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

<PAGE>

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).

         1.3      CAPITALIZATION. (a) As of the date hereof:


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

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

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

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

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


                                       2

<PAGE>

         1.5      REPORTS AND FINANCIAL STATEMENTS.

                  (a)      Since January 1, 1996, the Company has filed with the
SEC all forms, statements, reports and documents (including all exhibits,
post-effective amendments and supplements thereto) required to be filed by it
under each of the Securities Act, the Exchange Act and the respective rules and
regulations promulgated thereunder, all of which, as amended (if applicable),
complied in all material respects, when filed with all applicable requirements
of the appropriate act and the rules and regulations thereunder. The Company has
previously delivered or made available to Purchaser copies (including all
exhibits, post-effective amendments and supplements thereto) of its (i) Annual
Reports on Form 10-K for the years ended December 31, 1999, December 31, 1998
and December 31, 1997, as filed with the SEC; (ii) definitive proxy and
information statements relating to all meetings of its stockholders (whether
annual or special) from December 31, 1997 until the date hereof; and (iii) all
other reports, including quarterly reports, and registration statements filed by
the Company with the SEC since December 31, 1997 (other than registration
statements filed on Form S-8) (the documents referred to in clauses (i), (ii)
and (iii) being referred to as the "COMPANY SEC REPORTS"). As of their
respective dates (or to the extent amended or superseded by a subsequent filing,
with respect to the information in such subsequent filing, or as of the date of
the subsequent filing), the Company SEC Reports did not or will not (as the case
may be) contain any untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they were made, not
misleading. The audited consolidated financial statements of the Company
included in the Company's Annual Report on Form 10-K for the years ended
December 31, 1999, December 31, 1998 and December 31, 1997 and the unaudited
consolidated interim financial statements included in the Company's Quarterly
Report on Form 10-Q for the quarter ending September 30, 2000 (collectively, the
"COMPANY FINANCIAL STATEMENTS") have been prepared in accordance with United
States generally accepted accounting principles ("GAAP") applied on a basis
consistent with prior periods and fairly presented the consolidated financial
position of the Company and the Company Subsidiaries as of the dates thereof and
the related consolidated statement of operations, cash flows and stockholders'
equity included in the Company SEC Reports fairly presented the consolidated
results of operations of the Company and the Company Subsidiaries for the
respective periods then ended (subject, in the case of unaudited interim
statements to normal year-end adjustments and the absence of certain footnote
disclosures).

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

                  (c)      As of the date of this Agreement, except as set forth
in the Company's Annual Report for the year ended December 31, 1999 or in any
other Company SEC Report filed since that Annual Report and prior to the date of
this Agreement, neither the Company nor any of its subsidiaries is a party to or
bound by (i) any "material contract" (as such term is defined in Item 601(b)(10)
of


                                       3

<PAGE>

Regulation S-K of the SEC) or (ii) any non-competition agreement or any other
agreement or arrangement that limits the Company or any of its subsidiaries
or any of their respective affiliates, or that would, after the date hereof
similarly limit the Company or the Purchaser or any successor thereto, from
engaging or competing in any line of business or in any geographic area after
giving effect to the transactions contemplated hereby.

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

         1.6      ABSENCE OF UNDISCLOSED LIABILITIES; AFFILIATE TRANSACTIONS.

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

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

         1.7      INTELLECTUAL PROPERTY. The Company owns, or has the right to
use (or believes, after due inquiry, that it can obtain the right to use on
reasonable commercial terms), all patents, patent applications, trademarks,
service names, trade names, copyrights, licenses, trade secrets or other
proprietary rights necessary to conduct its business as now being conducted and
as proposed to be conducted to the Company's knowledge without any conflict or
infringement of the rights of others and the Company has not received a notice
that it is infringing upon or otherwise acting adversely to the right or claimed
right of any person under or with respect to any of the foregoing, and to the
Company's knowledge there is no basis for any such claim. The Company has
disclosed to Counsel a complete list of patents and pending patent applications
of the Company. The Company is not aware of any violation by a third party of
any of the Company's patents, trademarks, service marks, trade names,
copyrights, trade secrets or other proprietary rights. The Company is not aware
that any of its employees is obligated under any contract (including licenses,
covenants or commitments of any nature) or other agreement, or subject opt any
judgment, decree or order of any court or administrative agency, that would
interfere with their duties to the Company or that would conflict with the
Company's business as now being conducted and


                                       4

<PAGE>

as proposed to be conducted. Neither the execution nor delivery of this
Agreement or any of the Related Agreements, nor the conduct of the Company's
business will, to the Company's knowledge, conflict with or result in a
breach of the terms, conditions or provisions of, or constitute a default
under, any contract, covenant or instrument under which any employee is now
obligated. The Company does not believe it is or will be necessary to utilize
any inventions of any of its employees (or people it currently intends to
hire) made prior to or outside the scope of their employment with the Company.

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

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

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

          ARTICLE II. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER


         Purchaser hereby represents and warrants to the Company that:

         2.1      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).


                                       5

<PAGE>

         2.2      CONFLICTS; CONSENTS OF THIRD PARTIES. No consent, waiver,
approval, Order, Permit or authorization of, or declaration or filing with, or
notification to, any Person or Governmental Body is required on the part of the
Purchaser in connection with the execution and delivery of this Agreement or the
Purchaser Documents or the compliance by Purchasers with any of the provisions
hereof or thereof.

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

                             ARTICLE III. COVENANTS

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

         3.2      LIMITATIONS ON ACTIONS. For so long as the Company has not
fully effectuated its corporate governance covenants set forth in Item 3 of
EXHIBIT 6.3, the Company agrees that it will not, without the prior written
consent of Counsel: (i) redeem or repurchase any outstanding stock of the
Company; (ii) adopt or amend any employee stock plan or employee benefit or
compensation arrangement; (iii) enter into any transaction with affiliated
entities other than on an arms length basis; (iv) enter into any other line of
business other than business substantially similar or related to the existing
business of the Company; (v) consummate any acquisition of any entity whether by
purchase of equity securities or by purchase of substantially all of the assets
of such entity; (vi) dispose any material assets of the Company; (vii) incur
funded indebtedness; or (viii) effect a merger or consolidation or sell
substantially all of the Company's assets.

                          ARTICLE IV. INDEMNIFICATION

         4.1      INDEMNIFICATION.

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

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

         4.2      INDEMNIFICATION PROCEDURES.


                                       6

<PAGE>

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

                  (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 notice of any sums due and owing by the indemnifying party
pursuant to this Agreement with respect to such matter and the indemnifying
party shall be required to pay all of the sums so due and owing to the
indemnified party by wire transfer of immediately available funds within ten
(10) Business Days after the date of such notice.

                  (c)      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.

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


                                       7

<PAGE>

         4.3      TAX TREATMENT OF INDEMNITY PAYMENTS. The parties agree to
treat any indemnity payment made pursuant to this Article VIII as an adjustment
to the Purchase Price for federal, state, local and foreign income tax purposes.

                            ARTICLE V. MISCELLANEOUS

         5.1      CERTAIN DEFINITIONS.

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

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

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

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

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

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

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

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

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

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

         5.3      SURVIVAL OF REPRESENTATIONS AND WARRANTIES; COVENANTS.


                                       8

<PAGE>

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

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

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

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

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

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

                  (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 5.10
hereof.


                                       9

<PAGE>

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


         5.9      GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of Florida.

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

                  If to the Company:

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

                           with a copy to:


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


                   If to a Purchaser, to:


                                      10

<PAGE>

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


                                      11

<PAGE>

                  With a copy to:

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


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

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

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


                                      12

<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 COMPANY

                                    I-LINK, INCORPORATED


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




                                    THE PURCHASER

                                    COUNSEL COMMUNICATIONS LLC


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


                                      13

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.3
<SEQUENCE>7
<FILENAME>a2041693zex-99_3.txt
<DESCRIPTION>EXHIBIT 99.3
<TEXT>

<PAGE>

                               COVENANT NOT TO SUE

This Covenant Not to Sue (the "Covenant Not to Sue") by and between I-Link,
Incorporated, a Florida corporation ("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, a Delaware limited liability company ("Winter
Harbor"), its officers, directors, agents, employees, parent entities, direct
and indirect shareholders and partners and each of their respective officers,
directors, agents 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, dominion and control 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 presently
         unknown, 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 condition will
         I-Link, any entity or person under its control, directly or indirectly,
         or the Covenanting Parties 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 or all 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 I-Link or 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 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

<PAGE>

         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.

8.       POWER OF ATTORNEY. Each of the Covenanting Parties 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


- -----------------------------
By:
Title:
(on behalf of I-Link and the
 other covenanting Parties)

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.4
<SEQUENCE>8
<FILENAME>a2041693zex-99_4.txt
<DESCRIPTION>EXHIBIT 99.4
<TEXT>

<PAGE>

PRESS RELEASE (FINAL)

I-Link Incorporated:                       Counsel Corporation:
John Edwards, Chairman & CEO               Stephen Weintraub, Sr. VP & Secretary
(801) 576-5026                             (416) 866-3058
john@i-link.net

I-Link Investor Relations:                 Counsel Communications, LLC:
John Ames, CFO                             Gary Wasserson, President & CEO
(801) 238-0837                             (212) 286-5015
johna@i-link.net


                     I-LINK AND COUNSEL CORPORATION ANNOUNCE
                        STRATEGIC AND CAPITAL PARTNERSHIP

                    COUNSEL ACQUIRES WINTER HARBOR'S MAJORITY
                         SHAREHOLDER POSITION IN I-LINK

          PARTNERSHIP ACCELERATES JOINT STRATEGY TO CREATE PREMIER VOIP
                TELECOMMUNICATIONS SERVICES PROVIDER AND GREATLY
                      SIMPLIFIES I-LINK'S CAPITAL STRUCTURE

         DRAPER, Utah, and NEW YORK, New York, March 1, 2001. I-Link
Incorporated (Nasdaq: ILNK), an enhanced Internet Protocol voice and data
communications company, and Counsel Corporation (Nasdaq: CXSN / TSE: CXS), a
company providing financial and strategic management resources to enterprises
with innovative communications and information technologies, today announced
that they have executed agreements under which Counsel Communications, LLC,
Counsel's wholly-owned subsidiary, will make an initial $10 million capital
investment in I-Link. Additionally, Counsel and Winter Harbor, LLC, have
consummated the acquisition by Counsel of Winter Harbor's controlling interest
in I-Link.

Under separate agreement, Winter Harbor has surrendered the warrants it holds to
acquire 33,540,000 I-Link common shares back to I-Link in exchange for the
issuance by I-Link to Winter Harbor of 5,000,000 common shares.

The $10 million capital investment by Counsel will be in the form of 3-year debt
convertible into I-Link common shares at a conversion rate of $0.56 per common
share, representing 105% of the average closing transaction price of I-Link's
common shares over the consecutive five day trading period ending February 26,
2001, the date on which I-Link and Counsel executed a binding term sheet. I-Link
will immediately name two Counsel designees to its board of directors, and will
seek to obtain shareholder approval to appoint an additional three Counsel
designees, creating up to a nine member board that will include five Counsel
designees. The parties do not anticipate any change to the current management of
I-Link.

Counsel has agreed to immediately simplify I-Link's capital structure through
the conversion of all I-Link preferred and convertible securities acquired from
Winter Harbor, into approximately 62,000,000 I-Link common shares, constituting
approximately 65% of the then outstanding I-Link common shares.

<PAGE>

Both I-Link and Counsel see these transactions as important steps in their
strategic initiative to expand I-Link's highly scaleable voice/data network
using IP technology. This platform will be further strengthened by the planned
merger of Counsel's Nexbell Communications, Inc. subsidiary into I-Link.
Nexbell, a designated Cisco Powered Network member in the Voice over Internet
Protocol (VoIP) category, operates a private, managed packet telephony network.
Nexbell delivers packet voice services to over 400 key metropolitan areas in the
United States. Together, I-Link and Nexbell would represent the most advanced
VoIP network in the world.

"I am very excited about the relationship we are announcing today," said John
Edwards, Chairman and CEO of I-Link. "It brings together two strategic partners,
I-Link and Counsel, who share a common vision and possess the collective
capacity to lead the changes occurring in delivery of next generation voice and
data services. Our great technology, strong management team, dedicated employees
and solid financial foundation will enable us to ensure the integrity of our
system and position us to achieve explosive growth. This growth will be achieved
through the continued delivery of reliable and robust telephony services to
existing customers, in addition to attracting new business through enhanced
services."

Gary Wasserson, President of Counsel Communications, continued, "By combining
I-Link's acclaimed technology with Nexbell's market position, the merged company
will achieve tremendous synergies and will be even better positioned to provide
customers with world-class enhanced services. Importantly, Nexbell's existing
customers will have access to I-Link's award-winning suite of products."

"The emerging telecommunications industry is undergoing dramatic change at this
time," stated Allan Silber, Chairman and Chief Executive Officer of Counsel
Corporation. "We believe that these market conditions will produce enormous
opportunities for value creation. With our technology platform in place and our
commitment to support existing I-Link management, we are in a solid position to
actively pursue opportunities to aggregate telephony traffic to deploy over our
highly scaleable next generation IP network. These activities, together with the
simplified, stable and transparent capital structure now established for I-Link
afford us an exciting opportunity to enhance shareholder value for both Counsel
Corporation and I-Link."

Counsel Corporation was advised by Kaufman Bros., L.P., an investment banking
firm serving the emerging communications marketplace. I-Link was advised by
Chela Technology Partners, L.L.C., an investment banking firm serving the
Internet industry.

ABOUT I-LINK

Headquartered in Draper, Utah, I-Link (Nasdaq: ILNK) is an enhanced voice/data
service provider. I-Link offers a full range of enhanced services such as
one-number call routing; caller screening; unified voice, fax, pager and e-mail
messaging; voice-and fax-on-demand; conference calling; and seamless call
transfer from cell phone to land-line and vice versa via a direct connection to
its nationally deployed Internet Protocol telephony network. I-Link's open
API-programming platform for enhanced IP communications, Gatelink, uses
softswitch technology to

<PAGE>

rapidly create and deploy IP-based, enhanced communications services with
less expense and complexity. For further information, visit I-Link's website
at HTTP://WWW.I-LINK.COM.

ABOUT COUNSEL CORPORATION AND COUNSEL COMMUNICATIONS

Counsel Corporation (TSE:CXS/NASDAQ:CXSN) focuses on acquiring significant
positions in, and actively managing for growth, a portfolio of operating
companies that possess enabling technologies that provide a competitive
advantage for their end users and have the potential to contribute to the
transformation of the business environment. Counsel's strategic portfolio
investments include a 52% stake in sales and marketing intelligence systems
provider Proscape Technologies, Inc. (WWW.PROSCAPE.COM); a 33% stake in
e-marketer Impower, Inc. (WWW.IMPOWER.COM); a 28% stake in e-learning
application service provider IBT Technologies, Inc. (WWW.IBT-TECHNOLOGIES.COM);
and a 13% stake in Internet data communications and services provider Core
Communications Corporation (WWW.CORE.NET).

Counsel Communications LLC is a wholly owned subsidiary of Counsel Corporation.
Counsel Communications is focused on acquiring, consolidating and operating
Internet telephony and other telecommunications-related businesses. Counsel
Communications acquired Nexbell in August 2000. The Company's primary strategy
is to develop one of the nation's most sophisticated, next-generation
communications networks, providing efficient, leading-edge domestic and
international VoIP connectivity as well as other related "value-added" and
traditional telecommunications services.

         THIS NEWS RELEASE MAY INCLUDE STATEMENTS THAT CONSTITUTE
FORWARD-LOOKING STATEMENTS, USUALLY CONTAINING THE WORDS "BELIEVE," "ESTIMATE,"
"PROJECT," "EXPECTS," OR SIMILAR EXPRESSIONS. THESE STATEMENTS ARE MADE PURSUANT
TO THE SAFE HARBOR PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF
1995. FORWARD-LOOKING STATEMENTS INHERENTLY INVOLVE RISKS AND UNCERTAINTIES THAT
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NO OBLIGATION TO UPDATE THESE STATEMENTS FOR REVISIONS OR CHANGES AFTER THE DATE
OF THIS DOCUMENT.
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