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

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC