Heritage Global Inc. — Director's Dealing 2005

Feb 17, 2005

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ACCERIS COMMUNICATIONS INC (ACRS.OB)
CIK: 0000849145
Period of Report: 2003-08-29

Reporting Person: COUNSEL CORP (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2003-08-29	Common Stock	J	118750	—	Acquired	4088777.3	Direct
2003-11-30	Common Stock	J	8681096	—	Acquired	12769873.3	Direct
2003-11-30	Common Stock	J	4747396	—	Acquired	17517269.3	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-10-14	Senior Convertible Loan and Security Agreement	$5.02	P	3329482	Acquired	2006-01-31	Common Stock ()	Direct

Footnotes

F1: Shares previously held in escrow in accordance with the terms and provisions of a certain Securities Purchase Agreement by and between Counsel Communications LLC and Winter Harbor LLC dated March 1, 2001, and released to Counsel Communications LLC in accordance with the terms and provisions of an agreement by and between Counsel Communications LLC and Winter Harbor LLC dated August 29, 2003.

F2: Effective November 30, 2003, Counsel Corporation (US) converted $32,721,391.92 of debt (principal plus interest) owed by the issuer into 8,681,096 shares of common stock.

F3: Effective November 30, 2003, Counsel Corporation (US) converted $7,951,887.71 of debt (principal plus interest) owed by the issuer into 4,747,396 shares of common stock.

F4: The indebtedness owed to Counsel Corporation under the Senior Convertible Loan and Security Agreement dated March 1, 2001, as amended May 8, 2001, March 1, 2003, November 19, 2003, June 30, 2004 and December 7, 2004 (the "Loan Agreement") was $16,714,000 as of December 31, 2004. Counsel Communications LLC, the original owner of the debt, has an option to acquire the debt at face value prior to conversion. All amounts outstanding under the Loan Agreement may be converted, at any time as elected by the Reporting Person, into common stock at a conversion rate of approximately $5.02 per share. Column 9 reflects the number of shares into which such debt may be converted as of December 31, 2004, which is subject to change as interest accrues quarterly.