DEBT RESTRUCTURING AGREEMENT



         This Debt Restructuring Agreement is entered into this 25th day of

July, 2002 between I-Link Incorporated, a Florida corporation ("I-Link"),

Counsel Corporation (US), a Delaware corporation ("Counsel"), and Counsel

Springwell Communications LLC, a Delaware limited liability company formerly

known as Counsel Communications LLC ("Counsel Springwell").



                                    RECITALS:



         A. Counsel Springwell and I-Link entered into a Senior Convertible Loan

and Security Agreement dated as of March 1, 2001 as amended (the "March 1st Loan

Agreement"), pursuant to which Counsel Springwell has advanced to I-Link the

aggregate principal amount of $12,000,000.



         B. Counsel, an affiliate of Counsel Springwell, and I-Link entered into

a Loan and Security Agreement dated as of June 6, 2001 (the "June 6th Loan

Agreement"). The June 6th Loan Agreement was amended on June 27, 2002 to

increase the total borrowing to $24,306,865.91.



         C. I-Link is not currently paying interest on amounts advanced under

the June 6th Loan Agreement, as amended, and as of July 12 , 2002 the aggregate

amount of accrued and unpaid interest under the June 6th Loan Agreement, as

amended, is $1,606,669.79.



         D. Pursuant to a Loan and Security Agreement dated as of June 4, 2001

(the "June 4th Loan Agreement"), Counsel advanced the principal amount of

$14,850,000 to WorldxChange Corp., a Delaware corporation and wholly-owned

subsidiary of I-Link ("WxC"), of which amount $12,350,000 remains outstanding.



         E. In connection with the June 4th Loan Agreement, I-Link guaranteed

the repayment by WxC of all amounts due and owing under the June 4th Loan

Agreement (the "Guaranty") and issued Counsel warrants to purchase up to

15,000,000 shares of common stock, par value $.0007 per share, of I-Link (the

"Common Stock") for an exercise price of $0.60 per share (the "Warrants")

pursuant to the terms and conditions of a Warrant Agreement dated June 4, 2001

(the "Warrant Agreement").



         F. As a further inducement for I-Link to engage in this transaction,

Counsel Springwell has agreed to guarantee WxC's obligations under the

Reciprocal Service Agreement dated July 12, 2001 between I-Link and WxC, as

amended by the First Amendment to Reciprocal Service Agreement dated June 4,

2002 (the "WxC Agreement").



         G. As of July 12, 2002, I-Link has paid $181,323.39 in costs and fees

in connection with the transaction contemplated by this Agreement (the "Current

Transaction Costs").











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         H. Pursuant to an Assignment dated October 31, 2001, Counsel assigned

to Counsel Springwell all of its rights, title and interest in and to the

Warrants and the Warrant Agreement.



         I. Counsel Springwell and Counsel Corporation have committed to fund,

through long-term intercompany advances or equity contributions, all capital

investment, working capital or other operational cash requirements of I-Link

through April 15, 2003 as set forth in that certain letter to I-Link, dated

April 3, 2002 (the "Commitment Letter"); and Counsel Springwell and Counsel

Corporation propose to amend the Commitment Letter to extend its effective

period through December 2003.



         J. The parties wish to recapitalize the indebtedness of I-Link and WxC

on the terms and conditions set forth below.



         Accordingly, the parties hereby agree as follows:



         1. CLOSING DATE. The closing of the transactions contemplated by this

Agreement (the "Closing") shall take place at the offices of I-Link, or such

other place as the parties may mutually agree, on or before the third business

day (the "Closing Date") following the day on which this Agreement is approved

by the stockholders of I-Link in accordance with the Amended and Restated

Articles of Incorporation of I-Link, as amended through the date of the

Shareholders Meeting (as defined below).



         2. ACTIONS TO BE TAKEN UPON THE SIGNING OF THIS AGREEMENT. Upon the

signing of this Agreement the parties agree to take the following actions:



                  (a) Counsel Springwell shall pay or cause to be paid to I-Link

         the Current Transaction Costs.



                  (b) The parties acknowledge that I-Link has received invoices

         and will receive invoices for costs and fees incurred but not yet

         invoiced relating to the work of the current special committee of

         I-Link's board of directors ("Special Committee") and its legal,

         accounting and financial advisors in connection with the transaction

         contemplated by this Agreement. The parties agree that all such

         invoices shall be forwarded to Counsel Springwell, and that Counsel

         Springwell will reimburse I-Link, or cause I-Link to be reimbursed,

         promptly upon receipt. Counsel Springwell further agrees to promptly

         reimburse, or cause I-Link to be reimbursed, all future Special

         Committee fees and costs, accounting, legal and regulatory costs,

         investment banking fees and expenses, all costs incident to I-Link's

         annual shareholder meeting and any special shareholder meetings for

         soliciting and obtaining shareholder approval of the transactions

         contemplated hereby, and all other direct costs incurred by I-Link in

         connection with consummating the transaction contemplated this

         Agreement.



                                       2











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                  (c) Counsel Springwell shall, at its expense, promptly apply

         for all regulatory approvals required in connection with the

         consummation of the transactions contemplated by this Agreement.



                  (d) From and after the execution of this Agreement and unless

         and until the WxC Agreement is terminated, Counsel and Counsel

         Springwell jointly and severally guarantee the full and prompt

         performance and payment of WxC's obligations under the WxC Agreement.



                  (e) The parties acknowledge and agree that Counsel

         Springwell's payment of the amounts specified in this Section 2 shall

         not be treated as advancements, loans, or stock purchases, nor shall

         such amounts be subject to conversion into Common Stock.



         3. ACTIONS TO BE TAKEN AT THE CLOSING. The parties hereby agree to take

the following actions at the Closing:



                  (a) In exchange for and in satisfaction of the aggregate

         principal amount outstanding as of the Closing Date under the June 6th

         Loan Agreement, and all accrued and unpaid interest thereon through

         July 12, 2002 (it being agreed and understood that, subject to the

         terms and conditions of this Agreement, interest under the June 6th

         Loan Agreement shall cease to accrue as of July 12, 2002) the Closing

         Date, I-Link shall issue to Counsel Springwell the number of shares of

         Common Stock equal to the quotient of (i) the aggregate principal

         amount outstanding as of the Closing Date under the June 6th Loan

         Agreement, and all accrued and unpaid interest thereon, through July

         12, 2002, divided by (ii) $0.18864, the average closing transaction

         price for the month of May 2002 (the "Effective Price"). Counsel

         represents and warrants to I-Link that it has not assigned, pledged or

         otherwise transferred or encumbered its rights under the June 6th Loan

         Agreement.



                  (b) Counsel shall release and discharge I-Link from its

         obligations under the Guaranty, the June 4th Loan Agreement and the

         June 6th Loan Agreement and agrees that, from and after the Closing

         Date, I-Link shall have no further obligations or liabilities

         thereunder, without any further action by the parties hereto. Counsel

         represents and warrants to I-Link that it has not assigned, pledged or

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