Subsidiary Guaranty

Subsidiary Guaranty

by Acceris Communications
March 23rd, 1999

Exhibit 10.42  
                        SUBSIDIARY GUARANTY
  
      THIS SUBSIDIARY GUARANTY is made and entered into as of January 15, 1999,
by and among I-LINK SYSTEMS, INC., a Utah corporation ("Systems"), I-LINK
COMMUNICATIONS, INC., a Utah corporation ("Communications"), MIBRIDGE, INC., a
Utah corporation ("MiBridge"), and I-LINK WORLDWIDE, L.L.C., a Delaware limited
liability company ("Worldwide") and VIANET
TECHNOLOGIES, LTD., an Israeli corporation ("Vianet" and, together with Systems,
Communications, MiBridge and Worldwide, collectively, the "Guarantors" and
individually, a "Guarantor"), in favor of WINTER HARBOR, L.L.C., a Delaware
limited liability company (the "Lender").
 
                              RECITALS
  
      A. I-Link Incorporated, a Florida corporation (the "Borrower"), owns all
of the issued and outstanding shares of the capital stock and membership
interests of each of the Guarantors.  The Lender has lent to the Borrower
$7,768,000  in seven installments on a demand loan basis, which 
installments were made on January 26, 1998, February 23, 1998, March 3, 1998,
March 24, 1998, May 13, 1998, May 29, 1998, and June 8, 1998 (collectively the
"Prior Loans").  The Lender has made available for borrowing up to $8,000,000,
pursuant to a Loan Agreement dated as of January 13, 1999 (the "Loan
Agreement").  The Prior Loans and the Loans made or to be made pursuant to the
Loan Agreement may be referred to hereinafter as the "Loans".  Each of the Loans
is evidenced by certain promissory notes (the "Notes").  All capitalized terms
used herein and not otherwise defined herein shall have the meanings ascribed to
such terms in 
the Loan Agreement.  The proceeds of the Loans have been provided to the
Guarantors for the acquisition of assets, for capital expenditures and for
working capital purposes.
  
     B.  It is a condition precedent to the Lender's entering into the Loan
Agreement that, among other things, the Guarantors shall have executed and
delivered this Guaranty.

     C.  The Borrower and the Guarantors share an identity of interests 
as members of a consolidated group of companies engaged in substantially
similar businesses.  The Borrower provides certain centralized financial,
accounting and management services to the Guarantors, and the Lender's
extensions of credit to the Borrower have facilitated the expansion and will
enhance the overall financial strength and stability of the Borrower's
consolidated group, including the Guarantors.  Accordingly, the Guarantors will
derive substantial benefits as a result of the Lender's extensions of credit to
the Borrower, which benefits are hereby acknowledged by the Guarantors, and the
Guarantors, therefore, desire to enter into this Guaranty in order to satisfy
the condition precedent described in the preceding paragraph.
  
                             AGREEMENTS
  
    IN CONSIDERATION of the foregoing recitals, and for other good and 
valuable consideration, the receipt and sufficiency of which are 
hereby acknowledged, the parties, intending to be legally bound, 
                                      1

agree as follows:
  
          1.  Guaranty of Payment.  The Guarantors, jointly and severally,
hereby absolutely, unconditionally and irrevocably guarantee as primary
obligors, and not merely as sureties, the prompt performance and payment in full
when due, whether at stated maturity, by acceleration or otherwise (including,
without limitation, obligations that would become due but for the operation of
the automatic stay under Section 362(a) of Title 11 of the United States Code,
and including interest, fees and other charges whether 
or not a claim is allowed for such obligations in any such bankruptcy
proceeding), of (i) all indebtedness, obligations and liabilities of the
Borrower arising at any time, now or in the future, pursuant to the Loan
Agreement, the Loans or the Notes; (ii) all reasonable costs and expenses
incurred by the Lender, including, without limitation, reasonable attorneys fees
and legal expenses, in the exercise, preservation or enforcement of any of the
rights, powers or remedies of the Lender, or in the enforcement of the
obligations of the Guarantors, hereunder and under any other Loan Document to
which any Guarantor is a party; and (iii) any renewals, continuations or
extensions of any of the foregoing (all of which are referred to herein as the
"Guaranteed Obligations").
  
           2. Fraudulent Transfer Laws.  Anything contained in this Guaranty to
the contrary notwithstanding, the obligations of each Guarantor hereunder shall
be limited to a maximum aggregate amount equal to the largest amount that would
not render its obligations hereunder subject to avoidance as a fraudulent
transfer or conveyance under Section 548 of Title 11 of the United States Code
or any applicable provisions of comparable state law (collectively, the
"Fraudulent Transfer Laws"), in each case
after giving effect to all other liabilities of such Guarantor, contingent or
otherwise, that are relevant under the Fraudulent Transfer Laws (specifically
excluding, however, any liabilities of such Guarantor in respect of intercompany
indebtedness to the Borrower or other affiliates of the Borrower to the extent
that such indebtedness would be discharged in an amount equal to the amount paid
by such Guarantor hereunder) and after giving effect as assets to the value (as
determined under the applicable 
provisions of the Fraudulent Transfer Laws) of any rights to subrogation or
contribution of such Guarantor pursuant to applicable law, this Guaranty or any
other agreement providing for an equitable allocation among such Guarantor and
other affiliates of the Borrower of obligations arising under 
guaranties by such parties.  This Section 2 shall be construed with the goal of
maximizing the amount payable by each Guarantor hereunder without rendering it
insolvent, leaving it with an unreasonably small amount of capital with which to
conduct its business or leaving it unable to pay its debts as they mature, and
in determining the solvency or net worth of a Guarantor, its right of
contribution from the other Guarantors shall be taken into account to the
fullest extent permitted by law.

          3.  Contribution.
  
         (a)  The Guarantors desire to allocate among themselves in a fair
and equitable manner their obligations arising under this Guaranty. 
Accordingly, in the event any payment or distribution is made by a Guarantor
under this Guaranty (a "Funding Guarantor") that exceeds its Fair Share (as
defined below), that Funding Guarantor shall be entitled to a contribution from
each of the other Guarantors in the amount of such other Guarantor's Fair Share
Shortfall (as defined below), with the result that all such contributions will
cause each Guarantor's Aggregate Payments (as defined below) to equal its Fair 
                                      2

Share.  The amounts payable as contributions hereunder shall be determined as of
the date on which the related payment or distribution is made by the applicable
Funding Guarantor.  The allocation among Guarantors of their obligations as set
forth in this Section 3 shall not be construed in any way to limit the liability
of any Guarantor hereunder.  Any right of contribution which a Guarantor may
have against any other Guarantor of the Guaranteed Obligations as a result of a
payment pursuant to this Section 3 shall only be exercisable at such time and
shall be subordinated as set forth in Section 13.
  
         (b)  "Fair Share" means, with respect to a Guarantor as of any
date of determination, an amount equal to (i) the ratio of (x) the Adjusted
Maximum Amount (as defined below) with respect to such Guarantor to (y) the
aggregate of the Adjusted Maximum Amounts with respect to all Guarantors,
multiplied by (ii) the aggregate amount paid or distributed on or before such
date by all Funding Guarantors under this Guaranty in respect of the Guaranteed
Obligations.
  
         (c)  "Fair Share Shortfall" means, with respect to a Guarantor as
of any date of determination, the excess, if any, of the Fair Share of such
Guarantor over the Aggregate Payments of such Guarantor.
  
         (d)  "Adjusted Maximum Amount" means, with respect to a Guarantor,
the maximum aggregate amount of the obligations of such Guarantor under this
Guaranty, determined in accordance with Section 2.
  
         (e)  "Aggregate Payments" means, with respect to a Guarantor as of
any date of determination, the aggregate amount of all payments and
distributions made on or before such date by such Guarantor in respect of this
Guaranty (including, without limitation, in respect of this Section 3).
  
          4.  Extension or Renewal of Guaranteed Obligations; Waiver.  Each
Guarantor agrees that the Guaranteed Obligations may be extended or renewed, in
whole or in  part, without notice or further assent from it, that such Guarantor
will remain bound upon this Guaranty notwithstanding any extension, renewal or
other alteration of any Guaranteed Obligation and the guaranty herein made shall
apply to the Guaranteed Obligations as so amended, renewed or altered.  Each
Guarantor waives diligence, presentment, demand of payment, filing of claims
with a court in the event of insolvency or bankruptcy of the Borrower, any right
to require a proceeding first against the Borrower, protest, notice and all
demands whatsoever and covenants that its guaranty of the Borrower's obligations
under this Guaranty will not be discharged except by complete performance by the
Borrower or another Guarantor of such obligations.
  
          5.  Nature of Guaranty:  Continuing, Absolute and Unconditional.
  
         (a) This Guaranty is and is intended to be a continuing guaranty
of payment when due of the Guaranteed Obligations, and not of collection, and is
independent of and in addition to any other guaranty, indorsement, collateral or
other agreement held by the Lender therefor or with respect thereto, whether or
not furnished by a Guarantor.  Each Guarantor waives any right to require that
any resort be had by the Lender to the other Guarantors or to any of the
security held for payment of any of the Guaranteed Obligations or to any balance
of any deposit account or credit on the books of the Lender in favor of the
Borrower or any other Person.  Upon the occurrence and during the continuance of
any Event of Default, the Lender may, at its sole election, proceed directly and
at once, without notice, against any or all of the Guarantors to collect and
recover the full amount or any portion of the Guaranteed Obligations, without 
                                      3

first proceeding against the Borrower, the other Guarantors or any other Person,
or against any security or collateral for the Guaranteed Obligations.  All
Guaranteed Obligations shall be conclusively presumed to have been created in
reliance hereon.
  
         (b) This Guaranty shall not be changed or affected by any
representation, oral agreement, act or thing whatsoever, except as herein
provided.  This Guaranty is intended by the Guarantors to be the final, complete
and exclusive expression of the agreement among the Guarantors and the Lender
with respect to the subject matter hereof.
  
         (c) The obligations of the Guarantors under this Guaranty are
absolute and unconditional and shall not be impaired or discharged by:

               (i) the failure of the Lender to assert any claim or demand
or to enforce any right or remedy against the Borrower, any other guarantor or
any other party under the provisions of the Loan Agreement, the Loans, the Notes
or any other agreement or otherwise;
  
               (ii) any extension, renewal or other alteration of any
provision of the Loan Agreement, the Loans, any Notes or any other agreement or
otherwise;
  
               (iii) any rescission, waiver, amendment or modification of
any of the terms or provisions of the Loan Agreement, the Loans, any Note or any
other agreement or otherwise;
  
               (iv) the failure of the Lender to assert any claim or demand
or to exercise or enforce any right or remedy under the Loan Agreement, the
Loans, any Note or any other agreement or otherwise, or against any other
guarantor of, or any other party which has provided security for, any of the
Guaranteed Obligations;

               (v) the sale, exchange, release, surrender, realization of
or upon or the failure to perfect with respect to or otherwise deal with in any
manner and in any order any property by whomsoever at any time pledged or
mortgaged to secure, or howsoever securing, the Guaranteed Obligations;
  
               (vi) the settlement or compromise of any of the Guaranteed
Obligations, any security therefor or any liability (including any of those
hereunder) incurred directly or indirectly in respect thereof or hereof, or any
subordination of the payment of all or any part thereof to the payment of any
liability (whether due or not) of the Borrower to creditors of the Borrower
other than the Lender and the Guarantors;
  
               (vii) application of any sums by whomsoever paid or
howsoever realized to any liability or liabilities of the Borrower to the Lender
regardless of what liability or liabilities of the Borrower remain unpaid;
  
               (viii) the act or failure to act in any manner referred to
in this Guaranty which may deprive any Guarantor of its right to subrogation or
contribution against the Borrower or any other guarantor to recover any payments
made pursuant to this Guaranty; or
  
               (ix) or any other act, agreement, thing, omission or delay
to do any other act or thing that may or might in any manner or to any extent
vary the risk of any Guarantor or that would otherwise operate as a discharge of
                                      4

a guarantor as a matter of law or equity.
  
         (d) Each Guarantor's obligation hereunder is to pay the Guaranteed
Obligations in full when due according to the Loan Agreement to the extent
provided herein, and such obligation shall not be affected by any stay or
extension of time for payment by the Borrower resulting from any proceeding
under Title 11 of the United States Code, as now constituted or hereafter
amended or replaced, or any similar federal or state law.
  
          6.  No Discharge or Diminishment of Guaranty.  The obligations of the
Guarantors under this Guaranty shall not be subject to any reduction,
limitation, impairment or termination for any reason (other than if the
Guaranteed Obligations have been indefeasibly paid in full in cash), including,
without limitation, any claim of waiver, release, surrender, alteration or
compromise of any of the Guaranteed Obligations, and shall not be subject to any
defense or setoff, counterclaim, recoupment or 
termination whatsoever by reason of the invalidity, illegality or
unenforceability of any of the Guaranteed Obligations or any discharge of the
Borrower from any of the Guaranteed Obligations in a bankruptcy or similar
proceeding or otherwise.
  
          7.  Representations and Warranties.  Each Guarantor hereby
represents, warrants and agrees as follows:
  
          (a) Such Guarantor (i) is a duly organized and validly existing
corporation or limited liability company, in good standing under the laws of its
state of incorporation or formation, (ii) has the corporate or limited liability
company power and authority to own its property and assets and to transact the
business in which it is engaged and (iii) is duly qualified as a foreign
corporation or limited liability company 
and in good standing in each jurisdiction where the ownership, leasing or
operation of property or the conduct of its business requires such
qualification, except where the failure to so qualify could not reasonably be
expected to have a material adverse effect.
 
          (b) Such Guarantor has the corporate or limited liability company
power and authority to execute, deliver and perform the terms and provisions of
this Guaranty, the Security Agreement and the other documents to which it is a
party (collectively, the "Subsidiary Agreements") and has taken all necessary
action to authorize the execution, delivery and 
performance by it of this Guaranty and the Subsidiary Agreements.  Such
Guarantor has duly executed and delivered this Guaranty and the Subsidiary
Agreements, and this Guaranty and the Subsidiary Agreements constitute its
legal, valid and binding obligations enforceable in accordance with their
respective terms, except as such enforceability may be limited by applicable
bankruptcy, insolvency, reorganization or other similar laws affecting the
enforcement of creditors' rights generally and by general
principles of equity.
  
         (c) Neither the execution, delivery or performance by such
Guarantor of this Guaranty and the Subsidiary Agreements, nor compliance by it
with the terms and provisions hereof and thereof, (i) will contravene any
provision of any law, statute, rule or regulation or any order, writ, injunction
or decree of any court or governmental instrumentality, (ii) will conflict or be
inconsistent with or result in any breach of any of the terms, covenants,
conditions or provisions of, or constitute a default
under, or result in the creation or imposition of (or the obligation to create
                                      5

or impose) any lien, security interest or encumbrance (other than pursuant to
the Subsidiary Agreements) upon any of the property or assets of such Guarantor
pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement
or any other agreement, contract or instrument to which such Guarantor is a
party or by which it or any of its property or assets is bound or to which it
may be subject or (iii) will violate any provision of the organizational
documents of such Guarantor.
  
         (d) No order, consent, approval, license, authorization or
validation of, or filing, recording or registration with, or exemption by, any
governmental or public body or authority, or any subdivision thereof, is
required to authorize, or is required in connection with, the execution,
delivery, performance, legality, validity, binding effect or enforceability of
this Guaranty and the Subsidiary Agreements by or against such Guarantor.
  
         (e) There are no actions, suits or proceedings pending or, to the
best knowledge of such Guarantor, threatened against or affecting such
Guarantor.  No judgment or order for the payment of money has been entered
against such Guarantor which remains outstanding and unpaid.
  
         (f) There have been no changes in the business, properties,
operations or condition, financial or otherwise, or prospects of such  Guarantor
since September 30, 1998, which could reasonably be expected to have a material
adverse effect.
  
         (g) Such Guarantor has received, or has the right hereunder to
receive (including rights to contribution and subrogation), consideration which
is the reasonably equivalent value of the obligations and liabilities that such
Guarantor has incurred to the Lender.  Such Guarantor is not insolvent as
defined in Section 101 of Title 11 of the United States Code or any applicable
state insolvency statute, nor, after giving effect to the consummation of the
transactions contemplated herein, will such Guarantor be rendered insolvent by
the execution and delivery of this Guaranty or any other Subsidiary Agreement to
which it is a party.  Such Guarantor is neither engaged nor about to engage in
any business or transaction for which the assets retained by it shall be an
unreasonably small capital, taking into consideration the obligations to the
Lender incurred hereunder.  Such Guarantor does not intend to, nor does it
believe that it will, incur debts beyond its ability to pay them as they mature.
  
         (h) The representations and warranties contained in the Loan
Agreement as they pertain to such Guarantor are true and correct in all material
respects.
  
          8. Covenants.
  
          (a) Each Guarantor will at all times preserve and keep in full
force and effect its existence as a corporation or limited liability
company, organized in its state of incorporation or formation, and shall at all
times preserve and keep in full force and effect all rights and franchises
material to its business.
  
          (b) Each Guarantor shall comply in all material respects with all
applicable material laws, rules, regulations and orders, such compliance to
include, without limitation, paying when due all material taxes, assessments and
governmental charges imposed upon it or upon any of its properties or assets or
in respect of any of its franchises, businesses, income or property before any
penalty or interest accrues thereon unless such taxes, assessments or
                                      6

governmental charges are being diligently contested by such Guarantor in good
faith.
  
          (c) Each Guarantor shall keep and maintain books, records and
accounts with respect to its operations sufficient to enable it to prepare its
financial statements in accordance with generally accepted accounting
principles, consistently applied, and shall permit the Lender and its officers,
employees and authorized agents to examine, copy and make excerpts from such
books and records and to inspect the properties of such Guarantor both real and
personal at any reasonable time.
  
         9.  Security.  To secure timely payment of the Guaranteed Obligations
and performance in full of the obligations related thereto, each Guarantor is
concurrently herewith entering into a Security Agreement pursuant to which such
Guarantor is granting to the Lender a security interest in substantially all of
such Guarantor's personal property.
  
         10.  Information.  Each Guarantor assumes all responsibility for being
and keeping itself informed of the financial condition and assets of the
Borrower and its subsidiaries and of all other circumstances bearing upon the
risk of nonpayment of the Guaranteed Obligations and the nature, scope and
extent of the risks which such Guarantor assumes and incurs 
hereunder, and agrees that the Lender shall not have any duty to advise such
Guarantor of information known to it regarding such circumstances or risks.
  
         11.  Reinstatement.  Each Guarantor agrees that this Guaranty shall
continue to be effective or be reinstated, as the case may be, if at any time
any payment, or any part thereof, of principal of, interest on or any other
amount with respect to the Guaranteed Obligations is rescinded or must otherwise
be restored by the Lender upon the bankruptcy, insolvency or reorganization of
the Borrower, any Guarantor or any other Person.
  
         12.  Use of Proceeds.  Each Guarantor further agrees, in furtherance of
the foregoing and not in limitation of any other right that the Lender may have
at law or in equity against any Guarantor by virtue hereof, upon the failure of
the Borrower to pay any of the Guaranteed Obligations when and as the same shall
become due, whether at stated maturity, by acceleration or otherwise (including,
without limitation, amounts that would have become due but for the operation of
the automatic stay under Section 362(a) of Title 11 of the United States Code),
the Guarantors shall jointly and severally forthwith pay, or cause to be paid,
in cash, to the Lender an amount equal to the sum of the unpaid principal amount
of such Guaranteed Obligations then due as aforesaid, accrued and unpaid
interest on such Guaranteed Obligations (including, without limitation,
interest, fees and other charges that, but for the filing of a 
petition in bankruptcy with respect to the Borrower, would have accrued on  
such Guaranteed Obligations, whether or not a claim is allowed against the
Borrower for such interest, fees or other charges in any such bankruptcy
proceeding) and all other Guaranteed Obligations then owed to the Lender as
aforesaid.  All such payments shall be applied promptly, from time to time, by
the Lender:
  
     First, to the payment of the costs and expenses of any collection or other
realization under this Guaranty, and all expenses, liabilities and advances made
or incurred by the Lender in connection therewith;
  
     Second, after payment in full of the amounts specified in the preceding
subparagraph, to the payment in full of all other Guaranteed Obligations; and 
                                      7


     Third, after payment in full of all Guaranteed Obligations, to the
Guarantors or to whomsoever may be lawfully entitled to receive the same or as a
court of competent jurisdiction may direct, of any surplus then remaining from
such payments.
  
          13.  Subrogation and Subordination.  Until the indefeasible payment in
full in cash of the Guaranteed Obligations, each Guarantor hereby waives any
claim, right or remedy, direct or indirect, that such Guarantor now has or may
hereafter have against the Borrower or its assets in connection with this
Guaranty or the performance by such Guarantor of its obligations hereunder, in
each case whether such claim, right or remedy arises in equity, under contract,
by statute, under common law or otherwise, including, without limitation (a) any
right of subrogation, reimbursement or indemnification that such Guarantor now
has or may hereafter have against the Borrower, (b) any right to enforce, or to
participate in, any claim, right or remedy that the Lender now has or may
hereafter have against the Borrower or any other guarantor, and (c) any benefit
of, and any right to participate in, any collateral or security now or hereafter
held by the Lender.  In addition, until the Guaranteed 
Obligations shall have been indefeasibly paid in full in cash, each Guarantor
shall withhold exercise of any right of contribution that such Guarantor may
have against the other Guarantors or any other guarantor of the Guaranteed
Obligations under Section 3 hereof or at law or in equity or otherwise.  Each
Guarantor further agrees that, to the extent the waiver 
of its rights of subrogation, reimbursement, indemnification and contribution as
set forth herein is found by a court of competent jurisdiction to be void or
voidable for any reason, such rights of subrogation, reimbursement or
indemnification that such Guarantor may have against the Borrower or against any
collateral or security, and any rights of contribution that such Guarantor may
have against any such other guarantor, shall be junior and subordinate to any
rights that the Lender may have against the Borrower, to all right, title and
interest the Lender may have in any such collateral or security, and to any
right the Lender may have against such other guarantor.  The Lender may use,
sell or dispose of any items of collateral or security as it sees fit without
regard to any subrogation rights arising out of this Guaranty that any Guarantor
may have and, upon any such disposition or sale, any rights of subrogation that
any Guarantor may have shall, with respect to the collateral disposed of,
terminate.  If any amount shall be paid to any Guarantor on account of
subrogation rights at any time when all Guaranteed Obligations shall not have
been paid in full in cash, such amount shall be held in trust for the Lender and
shall forthwith be paid over to the Lender to be credited and applied against
the Guaranteed Obligations, whethermatured or unmatured, in accordance with the
terms of the Loan Agreement, the Loans or the Notes.
  
          14.  Delays; Omissions.  No delay or omission by the Lender in the
exercise of any right under this Guaranty shall impair any such right, nor shall
it be construed to be a waiver thereof; nor shall any single or partial exercise
of any right hereunder preclude any other or further exercise of any other
right.
  
          15.  Modification.  Any term of this Guaranty may be amended and the
observance of any term of this Guaranty may be waived (either generally or in a
particular instance and either retroactively or prospectively) only with the
written consent of the affected Guarantor and the Lender.  No waiver of any
single breach or default under this Guaranty shall be deemed a waiver of any
other breach or default. 


                                      8

          16.  Successors and Assigns.  This Guaranty is a continuing guaranty
and shall be binding upon the Guarantors and their successors and assigns;
provided, however, that no Guarantor may assign or transfer any of its rights or
obligations hereunder without the prior written consent of the Lender.  This
Guaranty shall inure to the benefit of the successors and assigns of the Lender.
  
          17.  GOVERNING LAW. THIS GUARANTY SHALL BE CONSTRUED IN ACCORDANCE
WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF DELAWARE WITHOUT REGARD TO THE
CONFLICTS OF LAW PROVISIONS THEREOF.
  
          18.  ENFORCEMENT. EACH GUARANTOR (A) HEREBY IRREVOCABLY SUBMITS TO THE
JURISDICTION OF THE FEDERAL AND STATE COURTS IN THE STATE OF DELAWARE FOR THE
PURPOSE OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF OR BASED UPON
THIS GUARANTY OR THE SUBJECT MATTER HEREOF BROUGHT BY THE LENDER OR ITS
SUCCESSORS OR ASSIGNS AND (B) HEREBY WAIVES, AND AGREES NOT TO ASSERT, BY WAY OF
MOTION, AS A DEFENSE, OR OTHERWISE, IN ANY SUCH SUIT, ACTION OR PROCEEDING, ANY
CLAIM THAT IT IS NOT SUBJECT PERSONALLY TO THE JURISDICTION OF THE ABOVE-NAMED
COURTS, THAT ITS PROPERTY IS EXEMPT OR IMMUNE FROM ATTACHMENT OR EXECUTION, THAT
THE SUIT, ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM, THAT THE
VENUE OF THE SUIT, ACTION OR PROCEEDING IS IMPROPER OR THAT THIS GUARANTY OR THE
SUBJECT MATTER HEREOF MAY NOT BE ENFORCED IN OR BY SUCH COURT, AND (C) HEREBY
WAIVES AND AGREES NOT TO SEEK ANY REVIEW BY ANY COURT OF ANY OTHER JURISDICTION
WHICH MAY BE CALLED UPON TO GRANT AN ENFORCEMENT OF THE JUDGMENT OF ANY SUCH
DELAWARE STATE OR FEDERAL COURT. EACH GUARANTOR HEREBY CONSENTS TO SERVICE OF
PROCESS BY REGISTERED MAIL AT THE ADDRESS TO WHICH NOTICES ARE TO BE GIVEN. 
EACH GUARANTOR AGREES THAT ITS SUBMISSION TO JURISDICTION AND ITS CONSENT TO
SERVICE OF PROCESS BY MAIL IS MADE FOR THE EXPRESS BENEFIT OF THE LENDER.  FINAL
JUDGMENT AGAINST EACH GUARANTOR IN ANY SUCH ACTION, SUIT OR PROCEEDING MAY BE
ENFORCED IN OTHER JURISDICTIONS BY SUIT, ACTION OR PROCEEDING ON THE JUDGMENT,
OR IN ANY OTHER MANNER PROVIDED BY OR PURSUANT TO THE LAWS OF SUCH OTHER
JURISDICTION; PROVIDED, HOWEVER, THAT THE LENDER MAY AT ITS OPTION BRING SUIT,
OR INSTITUTE OTHER JUDICIAL PROCEEDINGS, AGAINST EACH GUARANTOR OR ANY OF ITS
ASSETS IN ANY STATE OR FEDERAL COURT OF THE UNITED STATES OR OF ANY COUNTRY OR
PLACE WHERE SUCH GUARANTOR, OR SUCH ASSETS, MAY BE FOUND. 

          19.  JURY TRIAL WAIVER.   EACH GUARANTOR WAIVES IRREVOCABLY, TO THE
EXTENT PERMITTED BY LAW, ALL RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY
DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, BETWEEN THE LENDER AND
SUCH GUARANTOR ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO
THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION WITH THIS GUARANTY OR
THE LOANS OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN
CONNECTION HEREWITH OR THE TRANSACTIONS RELATED HERETO.
  
          20.  Notices.  All notices, demands  and requests required or
permitted to be given under the provisions of this Guaranty shall be in writing
and shall be deemed to have been duly delivered and received if given in
accordance with the provisions of the Loan Agreement with the address of the
Guarantors being the address of the Borrower in the Loan Agreement.
  
          21.  Separability.  If any one or more of the provisions contained in
this Guaranty should be invalid, illegal or unenforceable in any respect, the
validity, legality and enforceability of all remaining provisions shall not in
any way be affected or impaired.  Any provision of this Guaranty which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining provisions
hereof or affecting the validity or enforceability of such provision in any
                                      9

other jurisdiction.
  
          22.  Section Headings.  The section headings contained herein are for
reference purposes only and shall not in any way affect the meaning and
interpretation of this Guaranty.
  
          23.  Counterparts.  This Guaranty may be executed in any number of
counterparts or duplicate originals, each of which shall be deemed to be an
original, but all of which together shall constitute one and the same
instrument.
                 














































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     IN WITNESS WHEREOF, the Guarantors have caused this Subsidiary Guaranty to
be duly executed as of the day and year first written above.
  
GUARANTORS:
  
I-LINK SYSTEMS, INC.
  
By:  /s John Edwards
     John Edwards, President
  
I-LINK COMMUNICATIONS, INC.
  
By:  /s John Edwards 
     John Edwards, President
  
MIBRIDGE, INC.
  
By:  /s John Edwards
     John Edwards, President
  
I-LINK WORLDWIDE, L.L.C.
  
By:  I-Link Incorporated, its sole member
  
By:  /s John Edwards
     John Edwards, President
  
VIANET TECHNOLOGIES, LTD.
  
By:  /s John Edwards
     John Edwards, President
























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