SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)*

COUNSEL RB CAPITAL INC.

(Name of Issuer)

COMMON STOCK

(Title of Class of Securities)

22226X109

(CUSIP Number)

STEPHEN WEINTRAUB

COUNSEL CORPORATION

1 TORONTO STREET, SUITE 700

P.O. BOX 3

TORONTO, ONTARIO, CANADA  M5C 2V6

(416) 866-3000

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

March 15, 2011

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.l3d-l(e), 240.13d-l(f) or 240. 13d-l(g), check the following box:

¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See §240.13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

1	NAME OF REPORTING PERSONS: COUNSEL COMMUNICATIONS, LLC I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): 13-4100763
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (a)   ¨ (b)   ¨
3	SEC USE ONLY:
4	SOURCE OF FUNDS (SEE INSTRUCTIONS): OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION: DELAWARE

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER: 16,797,006(SEE ITEM 5)
	8	SHARED VOTING POWER 0 (SEE ITEM 5)
	9	SOLE DISPOSITIVE POWER: 16,797,006 (SEE ITEM 5)
	10	SHARED DISPOSITIVE POWER: 0 (SEE ITEM 5)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 16,797,006 SHARES OF COMMON STOCK (SEE ITEM 5)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS): ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 62.3% (SEE ITEM 5)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): OO

2

1	NAME OF REPORTING PERSONS: COUNSEL LLC I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): 06-1591491
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (a)   ¨ (b)   ¨
3	SEC USE ONLY:
4	SOURCE OF FUNDS (SEE INSTRUCTIONS): OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION: DELAWARE

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER: 3,847,475 (SEE ITEM 5)
	8	SHARED VOTING POWER 0 (SEE ITEM 5)
	9	SOLE DISPOSITIVE POWER: 3,847,475 (SEE ITEM 5)
	10	SHARED DISPOSITIVE POWER: 0 (SEE ITEM 5)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 20,644,481 SHARES OF COMMON STOCK (SEE ITEM 5)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 76.6% (SEE ITEM 5)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): OO

3

1	NAME OF REPORTING PERSONS: COUNSEL CAPITAL CORPORATION I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): 98-0352318
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (a)   ¨ (b)   ¨
3	SEC USE ONLY:
4	SOURCE OF FUNDS (SEE INSTRUCTIONS): OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION: ONTARIO, CANADA

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER: 0 (SEE ITEM 5)
	8	SHARED VOTING POWER 0 (SEE ITEM 5)
	9	SOLE DISPOSITIVE POWER: 0 (SEE ITEM 5)
	10	SHARED DISPOSITIVE POWER: 0 (SEE ITEM 5)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 20,644,481 SHARES OF COMMON STOCK (SEE ITEM 5)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 76.6% (SEE ITEM 5)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): CO

4

1	NAME OF REPORTING PERSONS: COUNSEL CORPORATION I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY): 98-0352310
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS): (a)   ¨ (b)   ¨
3	SEC USE ONLY:
4	SOURCE OF FUNDS (SEE INSTRUCTIONS): OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e): ¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION: ONTARIO, CANADA

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER: 0 (SEE ITEM 5)
	8	SHARED VOTING POWER 0 (SEE ITEM 5)
	9	SOLE DISPOSITIVE POWER: 0 (SEE ITEM 5)
	10	SHARED DISPOSITIVE POWER: 0 (SEE ITEM 5)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 20,644,481 SHARES OF COMMON STOCK (SEE ITEM 5)
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 76.6% (SEE ITEM 5)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS): CO

5

TABLE OF CONTENTS

Item 1.	Security and Issuer	7
Item 2.	Identity and Background	7
Item 3.	Source and Amount of Funds or Other Consideration:	8
Item 4.	Purpose of Transaction	8
Item 5.	Interest in Securities of the Issuer	8
Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer	9
Item 7.	Material to Be Filed as Exhibits	9
SIGNATURES		10
Exhibit Index		14

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Item 1.Security and Issuer

This Amendment No. 5 to Schedule 13D relates to the common stock, par value $.01 per share (the “Common Stock”), of Counsel RB Capital Inc., a Florida corporation (the “Company”), formerly known as C2 Global Technologies Inc., a Florida corporation, whose principal executive offices are located at 1 Toronto Street, Suite 700, P.O. Box 3, Toronto, Ontario, Canada, M5C 2V6.  This Amendment No. 5 amends and restates, in part, the Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission (the “SEC”) on March 13, 2001, as later further amended and restated, in part, by the Reporting Persons on May 2, 2001, June 4, 2001, February 16, 2005, and January 22, 2007 (collectively, the “Original Filing”).

Except as set forth herein, there have been no changes from the Original Filing.  Capitalized terms not otherwise defined herein shall have the meanings set forth in the Original Filing.

Item 2.Identity and Background

(a) The reporting persons are (i) Counsel Corporation, an Ontario, Canada corporation (“Counsel”), (ii) Counsel Capital Corporation, an Ontario, Canada corporation and wholly-owned subsidiary of Counsel (“Counsel Capital”), (iii) Counsel LLC, a Delaware limited liability company that is owned jointly by Counsel and Counsel Capital (“Counsel LLC”), and (iv) Counsel Communications, LLC, a Delaware limited liability company that is owned by Counsel LLC (“Counsel Communications”).  The directors and executive officers of Counsel, Counsel Capital, Counsel LLC, and Counsel Communications as of the date hereof are set forth on Schedule A attached to the Schedule 13D and are incorporated herein by reference (“Schedule A”).

(b) The principal business address of each of Counsel, Counsel Capital, Counsel LLC, and Counsel Communications is:  1 Toronto Street, Suite 700, Toronto, Ontario M5C 2V6. The principal business address of each of the directors and executive officers of Counsel, Counsel Capital, Counsel LLC, and Counsel Communications is set forth on Schedule A.

(c) Counsel is a private equity investor and alternative asset manager that actively partners with businesses to achieve shared success and to unlock value through leveraging its relationships, access to capital and strategic market experience.  Counsel currently operates in four specific sectors: asset liquidation, private equity, real estate, and patent licensing.  Counsel Capital is a wholly-owned subsidiary of Counsel.  11.05% of Counsel LLC is owned by Counsel Capital and the remaining 88.95% of Counsel LLC is owned by Counsel.  Counsel Communications is a wholly-owned subsidiary of Counsel LLC.

The principal occupation of each director and executive officer of Counsel, Counsel Capital, Counsel LLC, and Counsel Communications, including the principal business address and the address of any organization in which such employment is conducted, is set forth on Schedule A attached hereto and is incorporated herein by reference.

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(d) During the last five years, neither Counsel, Counsel Capital, Counsel LLC, Counsel Communications, nor any of their current directors or executive officers, has been convicted in a criminal proceeding.

(e) During the last five years, neither Counsel, Counsel Capital, Counsel LLC, Counsel Communications, nor any of their directors or executive officers, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations, or prohibiting or mandating activities subject to federal or state securities laws or finding any violation with respect to such laws.

(f) With the exception of Mr. Furlong, Mr. Lomicka and Mr. Shimer, who are U.S. citizens, all of the directors and executive officers listed on Schedule A are Canadian citizens.

Item 3.Source and Amount of Funds or Other Consideration:

No change from the Original Filing.  For additional disclosures, see Items 5 and 6 below.

Item 4. Purpose of Transaction

No change from the Original Filing.  For additional disclosures, see Items 5 and 6 below.

Item 5.Interest in Securities of the Issuer

On June 18, 2008, Counsel Communications, in settlement of certain direct and derivative shareholder litigation, distributed 370,263 shares of the Company’s Common Stock to the plaintiffs in the litigation and returned 350,000 shares of the Company’s Common Stock to the Company for cancellation.

As of the close of business on March 15, 2011, Counsel beneficially owned an aggregate of 20,644,481 shares of the Company’s Common Stock, which represents approximately 76.6% of the outstanding shares of the Company’s Common Stock.  Counsel and Counsel Capital are not record owners of any shares of the Company’s Common Stock.  Counsel LLC and Counsel Communications beneficially owned an aggregate of 20,644,481 shares of the Company’s Common Stock, which constituted approximately 76.6% of the outstanding shares of the Company’s Common Stock.  Counsel and Counsel Capital are reporting persons for purposes of this Schedule 13D/A (Amendment No. 5) by virtue of their ownership interests in Counsel LLC, which is a reporting person by virtue of its ownership interest in Counsel Communications.  Each of Counsel LLC and Counsel Communications has the sole power to vote and to dispose of all of the shares of the Company’s Common Stock held by it.  Neither Counsel Capital nor Counsel have the power to directly vote or dispose of any of the shares of the Company’s Common Stock to which this filing relates.

8

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 of the Original Filing is incorporated herein by reference.  On March 15, 2011, Counsel entered into a Put Option Agreement (the “Put Option”) with Werklund Capital Corporation (“Werklund”) giving Werklund the right to put 1,000,000 shares of the Company’s Common Stock to Counsel.  The Put Option is attached hereto as Exhibit 12 and is incorporated into this Item 6 by reference.

Item 7. Material to Be Filed as Exhibits

1.1        Agreement to File Jointly dated March 5, 2004 by and among the Reporting Persons1

1.2        Put Option Agreement dated March 15, 2011 between Counsel Corporation and Werklund.

1 Incorporated by reference from the Original Filing dated February 16, 2005.

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SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date:  March 25, 2011

COUNSEL CORPORATION
COUNSEL LLC
COUNSEL COMMUNICATIONS, LLC
COUNSEL CAPITAL CORPORATION
By:	/s/ Stephen A. Weintraub
	Stephen A. Weintraub
	Officer of Each Reporting Person

10

Schedule A

To Schedule 13D

Board of Directors of Counsel Corporation:

Name	Address
Allan C. Silber Chairman and Chief Executive Officer Counsel Corporation	1 Toronto Street, Suite 700 Toronto, ON  M5C 2V6
Stephen A. Weintraub Executive Vice President, Secretary and Chief Financial Officer Counsel Corporation	1 Toronto Street, Suite 700 Toronto, ON  M5C 2V6
Ronald Appleby Partner, Robins, Appleby & Taub LLP	120 Adelaide Street West, Suite 2600 Toronto, ON M5H 1T1
Tibor Donath Partner, Bench & Donath	970 Lawrence Ave. West, Suite 209 Toronto, ON  M6A 3B6
Michael Florence President, Sherfam Inc.	150 Signet Drive Toronto, ON M9L 1T9
Jonathan Goodman President & Director, Monitor Company Canada	100 Simcoe St., 5th Floor Toronto, ON  M5H 3G2
William H. Lomicka Chairman, Coulter Ridge Capital Inc.	7406 North Secret Canyon Drive Tucson, AZ  85718
Philip Reichmann Founding Partner, RH Capital Partners Inc.	1 First Canadian Place, Suite 3300 Toronto, ON  M5X 1B1
Barry Rotenberg Senior Partner, Harris, Sheaffer LLP	4100 Yonge Street, Suite 610 Toronto, ON  M5P 2B5

Executive Officers of Counsel Corporation:

Name	Address
Allan C. Silber Chairman and Chief Executive Officer Counsel Corporation	1 Toronto Street, Suite 700 Toronto, ON  M5C 2V6
Stephen A. Weintraub Executive Vice President, Secretary and Chief Financial Officer Counsel Corporation	1 Toronto Street, Suite 700 Toronto, ON  M5C 2V6

11

Board of Directors of Counsel Capital Corporation:

Name	Address
Allan C. Silber Chairman and Chief Executive Officer Counsel Corporation	1 Toronto Street, Suite 700 Toronto, ON  M5C 2V6

Executive Officers of Counsel Capital Corporation:

Name	Address
Allan C. Silber President	1 Toronto Street, Suite 700 Toronto, ON  M5C 2V6
Stephen A. Weintraub Senior Vice President & Secretary	1 Toronto Street, Suite 700 Toronto, ON  M5C 2V6

   
Board of Directors of Counsel LLC:

Name	Address
Joseph F. Furlong, III President & Chief Executive Officer American HomePatient Inc.	5200 Maryland Way, Suite 400 Brentwood, TN  37027
Allan C. Silber Chairman and Chief Executive Officer Counsel Corporation	1 Toronto Street, Suite 700 Toronto, ON  M5C 2V6

Executive Officers of Counsel LLC:

Name	Address
Allan C. Silber President	1 Toronto Street, Suite 700 Toronto, ON  M5C 2V6
Stephen A. Weintraub Secretary	1 Toronto Street, Suite 700 Toronto, ON  M5C 2V6

12

Board of Directors of Counsel Communications, LLC:

Name	Address
Samuel L. Shimer Managing Director, SLC Capital Partners, LP	245 N. Bedford Road Chappaqua, NY 10514
Allan C. Silber Chairman and Chief Executive Officer Counsel Corporation	1 Toronto Street, Suite 700 Toronto, ON  M5C 2V6

Executive Officers of Counsel Communications, LLC:

Name	Address
Allan C. Silber President	1 Toronto Street, Suite 700 Toronto, ON  M5C 2V6
Stephen A. Weintraub Secretary	1 Toronto Street, Suite 700 Toronto, ON  M5C 2V6

13

Exhibit Index

Exhibit No.

1.1           Agreement to File Jointly dated March 5, 2004 by and among the Reporting Persons1

1.2           Put Option Agreement dated March 15, 2011 between Counsel Corporation and Werklund.

1 Incorporated by reference from the Original Filing dated February 16, 2005.

14

EX-1.2

Exhibit 1.2

PUT OPTION AGREEMENT

This PUT OPTION AGREEMENT (this “Agreement”) is entered into as of the 15th day of March, 2011 by and between Counsel Corporation, an Ontario corporation (“Corporation”), and Werklund Capital Corporation, a Nova Scotia corporation (the “Optionee”).

WHEREAS, the Optionee is acquiring one million (1,000,000) shares of the common stock (the “Shares”) of Counsel RB Capital, Inc., a Florida corporation (“CRB”), pursuant to the terms of the Share Purchase Agreement dated of even date herewith by and between CRB and the Optionee (the “Share Purchase Agreement”); and

WHEREAS, the Board of Directors of the Corporation has authorized the Corporation to grant to the Optionee a right to require the Corporation to purchase the Shares, subject to the terms and conditions hereinafter provided.

NOW, THEREFORE, in consideration of the promises and mutual covenants herein contained and other good and valuable consideration, the parties hereto agree as follows:

1.           Grant of Put Option.

(a)           The Corporation hereby grants to the Optionee an option (the “Option”) to require the Corporation to purchase all, but not less than all, of the Shares at Fair Market Value (as defined below) (the “Option Price”).  The Option must be exercised, if at all, on the first anniversary of the date of this Agreement (the “Option Exercise Date”) by notice given pursuant to Section 2.

(b)           The fair market value of the Shares shall mean the average price per share of CRB’s common stock on the over-the-counter market (or such other market as shares of CRB’s common stock may then be listed) as reported by Bloomberg, for the twenty (20) consecutive trading days (“Trading Period”) immediately prior (but not including) the date the notice of exercise of the Option was given by Optionee; provided, however, that any day within the Trading Period that Corporation, Optionee or either of their Affiliates (as defined below) bought or sold CRB stock on the over-the-counter market shall be excluded from the average share price calculation and, for such day(s) removed from the Trading Period, the Trading Period shall be extended to include a corresponding number of earlier day(s) (the “Fair Market Value”).  The Fair Market Value shall be calculated to the nearest one hundredth of one cent.  An “Affiliate” of a party to this Agreement is any individual, corporation, limited liability company, partnership, association, trust or other entity, or organization that, directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with, such party.

2.           Exercise of Option.

(a)           Optionee may exercise the Option, in whole or in part, but only on the Option Exercise Date, by delivering to the Corporation written notice of exercise, not more than sixty (60) days and not less than thirty (30) days, prior to the Option Exercise Date, which notice shall specify the number of Shares to be purchased by the Corporation.  Optionee agrees that it and its Affiliates will not buy or sell CRB stock in the sixty (60) day period prior to delivering the written notice of exercise to the Corporation and will deliver a certificate to the Corporation confirming same.

(b)           The closing of the sale and purchase of the Shares pursuant an exercise of the Option (the “Closing”) will occur on the Option Exercise Date.  At the Closing (i) the Optionee will deliver to the Corporation the certificate(s) or other document(s) evidencing the Shares to be acquired by Corporation, accompanied by stock powers executed in blank and otherwise will take such action and deliver such documentation as may be reasonably necessary in order to transfer to the Corporation good and marketable title to such Shares, free and clear of any and all liens, claims encumbrances of any nature, and (ii) the Corporation will satisfy the Option Price by wire transfer of the amount thereof in immediately available funds to Optionee’s designated bank account.For the avoidance of doubt, if the amount of Shares shall increase or decrease because of any stock split of the common stock of CRB, this Option shall apply to the amount of increased or decreased Shares.

3.           Representations of Optionee.  Optionee represents and warrants to the Corporation as follows:

(a)           Optionee has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby.  The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not violate any provision of the articles of incorporation or bylaws, or similar organizational documents, of Optionee.

(b)           Upon any exercise of the Option, Optionee will be the legal and beneficial owner of, and shall at Closing convey to the Corporation hereunder good and marketable title to, the Shares being sold pursuant to such exercise, free and clear of any claim, lien, option, charge or encumbrance of any nature whatsoever.  Upon any exercise of the Option, Optionee will have full power, authority and capacity to sell the Shares being sold pursuant to such exercise to Corporation in accordance with the terms and provisions of this Agreement and applicable law.

4.           Representations of Corporation.  The Corporation represents and warrants to Optionee as follows:

(a)           The Corporation has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby.

(b)           The execution and delivery of this Agreement, the performance of the Corporation’s obligations hereunder and the consummation of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of the Corporation, and no other corporate proceedings or actions on the part of the Corporation, the Board of Directors of the Corporation or the shareholders of the Corporation are necessary to authorize the execution and delivery of this Agreement or to perform the Corporation’s obligations hereunder.

(c)           The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not violate any provision of the articles of incorporation or bylaws, or similar organizational documents, of the Corporation.

5.           Governing Law.  This Agreement shall be governed by and construed in accordance with the substantive laws of the State of New York and without regard to its laws concerning choice of law.

6.           Arbitration.  Any controversy or claim arising out of or relating to this Agreement shall be settled exclusively by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect.  The decision of the arbitrator shall, except for mistakes of law, be final and binding upon the parties hereto, and judgment upon the award rendered by the arbitrator, which shall, in the case of damages, be limited to actual damages proven in the arbitration, may be entered in any court having jurisdiction thereof.

7.           Notices.  All notices and other communications given or made pursuant to this Agreement shall be in writing and deemed effectively given upon the date of personal delivery or one business day following sending by overnight delivery via a national courier service, addressed to the following at:

To the Corporation:

Counsel RB Capital Inc.

Attn:  Jonathan Reich

267 Central Avenue

White Plains, New York 10606

Phone:  914.614.1800

With a copy to:

Counsel Corporation

Attn: R. Adam Levy

1 Toronto Street, Suite 700

Toronto ON M5C 2V6

Canada

Phone:  416.866.3000

and

Harwell Howard Hyne Gabbert & Manner, P.C.

Attn:  Curtis Capeling

315 Deaderick Street, Suite 1800

Nashville, Tennessee  37238

Phone:  615.256.0500

Fax: 615-251-1059

To Optionee:

Werklund Capital Corporation

Attn: Blake Lyon

4500 Canterra Tower

400 – 3rd Ave SW

Calgary, AB T2P 4H2

Phone: 403-231-6545

Fax: 403-231-6549

With a copy to:

TingleMerrett LLP

Attn: Jeffrey A. Helper

1250, 639 – 5th Avenue SW

Calgary, AB T2P 0M9

Phone: 403-571-8011

Fax: 403-571-8008

8.           Successors and Assigns.  This Agreement shall inure to the benefit of and be binding upon the heirs, legal representatives, successors, and assigns of each of the parties.

9.           Multiple Counterparts.  This Agreement may be executed in multiple counterparts, each of which shall be deemed an original for all purposes, but all of which together shall constitute one and the same instrument.

10.         Entire Agreement.  This Agreement constitutes the entire agreement of the parties, and supersedes all prior agreements, understandings, or documents, with respect to the subject matter hereof.

11.         Interpretation.  All pronouns and any variation thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural as the identity of the person or entity, or the context, may require.  Further, it is acknowledged by the parties that this Agreement including exhibits, if any, has undergone several drafts with the negotiated suggestions of both; and, therefore, no presumptions shall arise favoring either party by virtue of the authorship of any of its provisions or the changes made through revisions.

12.         Titles and Subtitles.  The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

13.         Expenses.  Each party hereto will bear its own expenses incurred in connection with the preparation, negotiation and execution of this Agreement and the consummation of the transactions contemplated hereby.

14.         Amendment.  No provision of this Agreement may be amended, waived, changed, or modified except by an agreement in writing signed by Optionee and the Corporation, or in the case of a waiver, by the party waiving compliance.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in multiple originals effective as of the date first set forth above.

CORPORATION:
COUNSEL CORPORATION
an Ontario corporation
By:	/s/ Allan Silber
Allan Silber, Chairman & CEO
OPTIONEE:
WERKLUND CAPITAL CORPORATION
a Nova Scotia corporation
By:	/s/ Blake Lyon
Blake Lyon, President