EXHIBIT 10.41

                     AMENDED AND RESTATED SECURITY AGREEMENT

     THIS AMENDED AND RESTATED SECURITY AGREEMENT (this  "Agreement"),  dated as
of  April 5, 2000, is  made and  entered  into  by and  among  EGLOBE  FINANCING
CORPORATION,   a  Delaware  corporation  ("eGlobe  Financing"),   IDX  FINANCING
CORPORATION,  a Delaware  corporation ("IDX  Financing"),  and TELEKEY FINANCING
CORPORATION,  a Delaware  corporation  ("Telekey  Financing"  and together  with
eGlobe  Financing  and IDX  Financing,  the  "Financing  Companies"),  and  EXTL
INVESTORS,  LLC, a limited  liability company organized under the laws of Nevada
("EXTL  Investors"),  SPECIAL INVESTMENT RISKS, LLC, a limited liability company
organized under the laws of Nevada ("Special  Investment" and together with EXTL
Investors,  the "Secured Parties") and EXTL INVESTORS,  LLC, as collateral agent
(with its successors, the "Collateral Agent").

                                   WITNESSETH:

     WHEREAS,  the Financing  Companies  issued and sold to EXTL Investors as of
June 30, 1999, and EXTL Investors  purchased from the Financing  Companies,  the
Financing  Companies' 5% Secured  Notes (the "Secured  Notes") and the Financing
Companies  executed  and  delivered  a  revolving  note based on the  balance of
accounts  receivable  (the "A/R Note"),  pursuant to the terms and conditions of
the Loan and Note  Purchase  Agreement  dated April 9, 1999 by and among  eGlobe
Financing,  eGlobe,  Inc.,  a  Delaware  corporation  (the  "Parent"),  and EXTL
Investors, as amended by a letter agreement dated June 16, 1999, Amendment No. 1
to the Loan and Note Purchase  Agreement dated as of June 30, 1999 and Amendment
No. 2 to the Loan and Note  Purchase  Agreement  dated as of the date hereof (as
amended, the "Loan and Note Purchase Agreement"); and

     WHEREAS,  in  connection  with the Loan and Note  Purchase  Agreement,  the
Financing  Companies and EXTL Investors entered into a Security  Agreement dated
as of June 30, 1999 (the "Security  Agreement")  pursuant to which the Financing
Companies  granted EXTL Investors a security interest in certain of their assets
as security for the Secured Notes and the A/R Note; and

     WHEREAS,  on December 2, 1999, Coast  International,  Inc. ("Coast") merged
with and into  eGlobe/Coast,  Inc.,  a  Delaware  corporation  ("eGlobe/Coast"),
pursuant to the terms of an Agreement and Plan of Merger dated November 29, 1999
among Parent, eGlobe/Coast,  Coast and the stockholders of Coast, as a result of
which  eGlobe/Coast  was the  surviving  company  and  remained  a wholly  owned
subsidiary of Parent (the "Coast Merger");

     WHEREAS,  prior to the Coast  Merger and  pursuant  to a certain  Revolving
Credit Note Agreement dated March 5, 1999,  Special Investment has lent to Coast

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an aggregate  principal  amount of $3,250,000 as evidenced by a promissory  note
(the "Special Investment Note"); and

     WHEREAS,   in  connection  with  the  consummation  of  the  Coast  Merger,
eGlobe/Coast  assumed  Coast's  obligations to repay all amounts due and payable
under the Special  Investment  Note,  whether at maturity,  by  acceleration  or
otherwise, in accordance with the terms of the Special Investment Note; and

     WHEREAS,   the  Financing   Companies  are  guaranteeing  the  payment  and
performance by eGlobe/Coast of obligations under the Special  Investment Note as
more fully set forth in the Guaranty dated as of the date hereof for the benefit
of Special Investment (the "Guaranty"); and

     WHEREAS,  in connection with  eGlobe/Coast's  assumption of the obligations
under the Special  Investment Note and EXTL Investors' waiver of its right under
the Loan and Note Purchase Agreement to cause the Parent to convey to one of the
Financing Companies the assets acquired in the Coast Merger, the Secured Parties
desire to obtain from the Financing Companies and the Financing Companies desire
to amend and restate  the  Security  Agreement  to provide to all of the Secured
Parties a security interest in the collateral more particularly described below;
and

     WHEREAS, capitalized terms used in this Agreement and not otherwise defined
herein  shall have the meanings  given such terms in the Loan and Note  Purchase
Agreement.

     NOW,  THEREFORE,  in consideration of the foregoing premises and other good
and  valuable  consideration,  the receipt and  sufficiency  of which are hereby
acknowledged, the parties hereto agree as follows:

     1.   GRANT  OF  SECURITY   INTEREST.   For  the  purpose  of  securing  the
Obligations  (as defined  below),  each  Financing  Company hereby grants to the
Secured  Parties for their  ratable  benefit  (subject to Section 6(a) hereof) a
security  interest in all equipment and other tangible personal property of such
Financing  Company  which is movable or which are fixtures and which are used or
bought for use primarily in such Financing Company's business, whether now owned
or  hereafter  acquired  and wherever  located,  together  with all proceeds and
products  thereof and  accessions  therefor,  including  without  limitation the
equipment and other property  described on Schedule 1 hereto,  in each case only
to the extent that the grant by such  Financing  Company of a security  interest
pursuant to this Agreement  would not violate any Material  Contract (as defined
in the Loan and  Note  Purchase  Agreement)  (collectively,  the  "Collateral");
provided,  however,  that  should  the  prohibition  on the grant of a  security
interest under a Material Contract be extinquished, such security interest shall
immediately attach to such Collateral.

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     2.   THE OBLIGATIONS.  The obligations secured hereby shall include (a) the
due and punctual  payment (in cash or in Parent  Common  Stock,  pursuant to the
terms of the  Secured  Notes,  the A/R  Note  and the  Loan  and  Note  Purchase
Agreement) of the principal,  interest and any other amounts  payable in respect
of the Secured Notes and the A/R Note,  (b) the due and punctual  payment of all
obligations  under  the  Guaranty,  (c) all  attorney's  fees,  court  costs and
expenses of whatever kind incident to the collection of any of said indebtedness
or other obligations and the enforcement and protection of the security interest
created  hereby and (d) the  performance of all  obligations  under the Loan and
Note Purchase  Agreement where the failure to perform would  constitute an Event
of Default thereunder (collectively, the "Obligations").

     3.   PRIORITY OF SECURITY INTERESTS IN THE COLLATERAL.

          (a) Notwithstanding  anything herein to the contrary, and irrespective
of the time,  order or  method  of  attachment  or  perfection  of the liens and
security interests granted in the Collateral,  or the time or order of filing or
recording  of  financing  statements  or  other  liens,  mortgages  or  security
interests,  and irrespective of anything contained in any filing or agreement to
which the Secured  Parties may now or hereafter be a party,  the Secured Parties
hereby agree that the  respective  liens and  security  interests of the Secured
Parties in the Collateral  shall be equal and none of the Secured  Parties shall
have any  priority  over the  other  with  regard to the  Collateral,  except in
accordance with the provisions of this Agreement.

          (b) The foregoing pari passu nature of the Secured Parties'  interests
in the Collateral  shall continue in full force and effect  notwithstanding  any
one or more of the following: (1) any release by any Secured Party of all or any
part of the Collateral now or hereafter  subject to the respective  liens of the
Secured  Parties,  except with respect to any  Collateral  so released;  (2) any
Insolvency  Proceeding (as defined below) affecting the Company; (3) any change,
waiver,  extension,  compromise,  settlement,  indulgence,  or other  action  or
omission  in  respect  of the  Obligations  or  the  security  interests  in the
Collateral; (4) the supplementing,  modification or amendment,  whether material
or otherwise,  of any of the instruments creating the Obligations or the Secured
Parties'   interests  in  the  Collateral;   (5)  the  renewal,   rearrangement,
modification, replacement, substitution, consolidation, extension or novation of
any of the Obligations or the Secured Parties' interests in the Collateral;  and
(6) the fact that any Obligation owed to any Secured Party or any claim for such
Obligation  is modified,  subordinated,  avoided or  disallowed,  in whole or in
part, in any  Insolvency  Proceeding.  As used herein,  "Insolvency  Proceeding"
shall mean any insolvency or receivership  proceeding,  or any proceeding  under
the Federal  Bankruptcy Code, or any other proceeding under any other bankruptcy
or  insolvency  laws or other  laws  relating  to the  relief of  debtors or the
readjustment,  extension  or  composition  of debts,  and which is brought by or
against  the  Company  and  any  assignment  for the  benefit  of  creditors  or
agreements for forbearance,  readjustment of indebtedness,  collateral  pooling,

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liquidation,   reorganization  or  similar  arrangement,   whether  judicial  or
non-judicial, for payment of debts.

     4.   APPOINTMENT OF COLLATERAL AGENT. Each Secured Party, separately,  does
hereby appoint EXTL Investors and EXTL Investors  accepts such  appointment,  to
act as the  Collateral  Agent under this  Agreement and to perform the duties of
the  Collateral  Agent  described  herein.  EXTL  Investors  shall  serve as the
Collateral  Agent for so long as this Agreement  remains in effect,  unless EXTL
Investors  resigns as Collateral  Agent,  in its sole  discretion,  by providing
prior written notice to Special  Investment and to the Company. A resignation by
EXTL Investors as the Collateral  Agent shall be effective  immediately upon the
appointment  of a replacement  Collateral  Agent as provided  hereafter.  In the
event of a resignation of EXTL Investors as Collateral  Agent,  EXTL  Investors,
acting in its  individual  capacity,  shall promptly  appoint,  a replacement to
serve as Collateral Agent. Upon the appointment of a successor Collateral Agent,
EXTL Investors shall have no further rights or obligations  under this Agreement
other than as a Secured Party hereunder.

     5.   REPRESENTATIONS  AND  WARRANTIES  OF  THE  FINANCING  COMPANIES.  Each
Financing Company represents and warrants as follows:

          (a) Except as set forth on Schedule 1 hereto,  such Financing  Company
     is the owner of the  Collateral  and has good and  marketable  title to the
     Collateral  free and clear of any  liens,  security  interests,  claims and
     encumbrances  except for those in favor of the  Secured  Parties  and those
     previously  disclosed  in writing to the  Secured  Parties,  contingent  or
     otherwise.

          (b) The  addresses  set  forth on  Schedule  1  hereto  are all of the
     locations of all Collateral.

          (c) The  execution  and delivery of this  Agreement  and the financing
     statements  delivered in connection  herewith by such Financing  Company do
     not conflict with or violate any Law (including,  without  limitation,  any
     judgment or injunction)  applicable to such Financing Company or its assets
     or properties or any contract or security agreement to which such Financing
     Company is a party or by which its assets or properties are encumbered.

     6.   COVENANTS. Each Financing Company covenants and agrees as follows:

          (a) Except with the prior  written  consent of the  Collateral  Agent,
     such  Financing  Company  will not  grant or  permit  to exist any liens or
     security  interests  other than (i) those created by this  Agreement,  (ii)
     Permitted Liens pursuant to the Loan and Note Purchase Agreement, and (iii)
     Encumbrances  not  prohibited  by Section 4.9 of the Loan and Note Purchase
     Agreement,  to  attach  to any of the  Collateral,  nor  permit  any of the
     Collateral  to be levied  upon under

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<PAGE>

     any legal or private  process.  To the extent that an item of Collateral is
     subject  to a  Permitted  Lien or an  Encumbrance  not  prohibited  by such
     Section  4.9 of the Loan and Note  Purchase  Agreement,  or is  included in
     Schedule  1 hereto as an  exception  pursuant  to  Section  3(a),  the lien
     created by this  Agreement  is  intended to be junior in lien and effect to
     such liens and encumbrances, but only if such junior lien is not prohibited
     by the terms of any agreement  relating to any such liens or  encumbrances.
     If any such  agreement  does prohibit  such junior lien,  then such item of
     Collateral  shall not be subject to the security  interest  contemplated by
     this Agreement.  Such Financing Company shall use all reasonable efforts to
     obtain  such  consents,  waivers  or  amendments  as  may be  necessary  or
     appropriate  to permit such junior  lien,  and upon  obtaining  the same to
     reflect  that such item of  Collateral  shall be  subject  to the  security
     interest  contemplated  by this  Agreement.  Such  Financing  Company shall
     promptly  notify the Collateral  Agent of any default or alleged default by
     such  Financing  Company  under any lien prior to the lien  created by this
     Agreement on the Collateral, or any portion thereof.

          (b) Such Financing Company will not permit any of the Collateral to be
     removed  from the location  specified  on Schedule 1, except for  temporary
     periods in the normal and customary use thereof,  without the prior written
     consent of the Collateral  Agent,  and will permit the Collateral  Agent to
     inspect the Collateral at any reasonable time following  reasonable advance
     notice from the Collateral Agent to such Financing Company.

          (c) If any of the  Collateral  is equipment of a type normally used in
     more than one state or country  (whether  or not  actually  so used),  such
     Financing  Company will  contemporaneously  herewith furnish the Collateral
     Agent a list of the states and countries  wherein such equipment is or will
     be used, and hereafter  will notify the Collateral  Agent in writing of any
     other states and countries in which such equipment is so used.

          (d) Except as  contemplated  by the Loan and Note Purchase  Agreement,
     such Financing Company will not sell, exchange,  lease or otherwise dispose
     of any of the Collateral or any interest  therein without the prior written
     consent of the Collateral  Agent,  except for any items of Collateral which
     become obsolete or which, in such Financing Company's  reasonable judgment,
     is no longer useful in the conduct of such Financing Company's business, or
     which is replaced by other Collateral, unless such sale, exchange, lease or
     other  disposition  is on an arm's  length  basis for fair value and in the
     ordinary course of business.

          (e) Such Financing Company will, in all material  respects,  maintain,
     preserve  and  keep the  Collateral  (whether  owned in fee or a  leasehold
     interest)  in good  repair  and  working  order,  reasonable  wear and tear
     excepted,   and  from  time  to  time  will  make  all  necessary  repairs,
     replacements,  renewals  and  additions  so that at all times the  economic
     efficiency thereof will be maintained

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<PAGE>

     and will pay and discharge all taxes,  levies and other impositions  levied
     thereon as well as the cost of repairs to or  maintenance  of same. If such
     Financing  Company fails to pay such sums, the  Collateral  Agent may do so
     for such  Financing  Company's  accounts and add the amount  thereof to the
     other amounts secured hereby.

          (f) Such  Financing  Company  will defend the  Collateral  against the
     claims and demands of all persons.

          (g) Such Financing Company will pay to the Secured Parties all amounts
     secured  hereby as and when the same shall be due and  payable,  whether at
     maturity, by acceleration or otherwise,  and such payments shall be made in
     cash or in Parent Common Stock in accordance with the terms of the Notes or
     the Guaranty, as the case may be.

          (h) Such Financing  Company shall carry and maintain in full force and
     effect,  at all times with  financially  sound and reputable  institutions,
     insurance  in such  forms and  amounts  and  against  such  risks as may be
     reasonable  and  prudent in the  circumstances  for a company  holding  the
     assets it holds and as may be required by applicable  Laws.  Such Financing
     Company  assigns to the Collateral  Agent on behalf of the Secured  Parties
     all right to receive  proceeds  of  insurance  not  exceeding  the  amounts
     secured  hereby,  directs any insurer to pay all such proceeds  directly to
     the  Collateral  Agent,  and appoints the  Collateral  Agent such Financing
     Company's  attorney in fact to endorse any draft or check from such insurer
     made payable to such Financing  Company in order to collect the benefits of
     such  insurance.  Such Financing  Company will, to the extent  permitted by
     such insurance policies,  add the Collateral Agent on behalf of the Secured
     Parties as an  additional  insured  thereunder.  If an event of default (as
     defined under the Secured  Notes,  the A/R Note and the Special  Investment
     Note to  which a  Secured  Party is owed  repayment)  has  occurred  and is
     continuing,  any money received by the Collateral Agent under said policies
     may be applied to the payment of any indebtedness  secured hereby,  whether
     or not due and  payable,  otherwise  said money shall be  delivered  by the
     Collateral Agent to such Financing  Company for the purpose of repairing or
     restoring  the  Collateral.  If such  Financing  Company  fails to keep the
     Collateral  insured as required above,  the Collateral Agent shall have the
     right to obtain such insurance at such Financing  Company's expense and add
     the cost thereof to the other amounts secured hereby.

          (i) Such  Financing  Company  will file,  and pay all costs of filing,
     such financing, continuation and termination statements with respect to the
     security  interests  created hereby as the Collateral  Agent may reasonably
     request,  and the  Collateral  Agent is authorized to do all things that it
     deems  necessary  to  perfect  and  continue  perfection  of  the  security
     interests created hereby.

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<PAGE>

          (j) Such Financing Company shall deliver to the Collateral Agent, on a
     monthly  basis,  reports  certified  by  its  chief  financial  officer  or
     treasurer  indicating  whether any additional lien or security interest has
     been created with respect to the Collateral, indicating the type of lien or
     security interest and describing the obligation secured, or stating that no
     additional lien has been created.

          (k) Such  Financing  Company  shall  take or  cause  to be taken  such
     further actions, shall execute,  deliver, and file or cause to be executed,
     delivered,  and filed such further  documents  and  instruments,  and shall
     obtain such  consents as may be  necessary or as the  Collateral  Agent may
     reasonably  request to effectuate  the purposes,  terms,  and conditions of
     this Agreement.

     7.   RIGHTS AND REMEDIES WITH RESPECT TO THE COLLATERAL.

          (a) The Secured  Parties hereby agree that the Collateral  Agent shall
manage the Collateral as the Collateral Agent, in its sole discretion, considers
appropriate  under  the  circumstances  and  consistent  with the  terms of this
Agreement and the Collateral  Agent shall have no liability to any Secured Party
for,  and  each  Secured  Party  hereby  waives  any  claim  which it may now or
hereafter have against the  Collateral  Agent arising out of, any or all actions
which the Collateral  Agent,  without gross negligence or willful  misconduct on
its part,  takes or omits to take with respect to the  Collateral or any portion
or proceeds thereof. As between the Secured Parties,  and in accordance with the
provisions of this Agreement,  the Collateral Agent shall have sole authority to
manage the Collateral on behalf of the Secured Parties,  and none of the Secured
Parties shall take any action with respect to the  management of the  Collateral
without the prior written consent of the Collateral Agent.

          (b) Each of the Secured Parties agrees to notify the Collateral  Agent
and the other Secured Parties promptly after becoming aware of the occurrence of
an event of default (which has not been cured within any applicable cure period)
under the Secured Notes,  the A/R Note and the Special  Investment Note to which
it is owed repayment. If an event of default occurs under the Secured Notes, the
A/R Note and the Special  Investment Note and the affected  Secured Party wishes
to commence  foreclosure,  liquidation  or similar action with respect to any of
the  Collateral,   the  Collateral   Agent  shall  commence  such   foreclosure,
liquidation  or similar  action.  The Secured  Parties agree that the Collateral
Agent shall have the sole  authority  to sell,  lease,  liquidate  or  otherwise
dispose of the Collateral on behalf of the Secured Parties,  and to exercise any
and all other rights and remedies of the Secured  Parties with respect  thereto.
Each Secured Party agrees that no action with respect to the  enforcement of its
security interest in the Collateral or any other action or exercise of any other
rights  against  the  Collateral  shall  be  taken  except  by and  through  the
Collateral Agent.

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     8.   SHARING OF THE PROCEEDS OF THE COLLATERAL. Any items of Collateral and
any proceeds from the sale, lease, liquidation, or other disposition of, or as a
result of the  Secured  Parties'  liens and  security  interests  in, any of the
Collateral,  at any  time or from  time to time,  received  or  obtained  by the
Collateral  Agent shall be held in trust for the benefit of the Secured  Parties
and shall be applied and made available to the Secured Parties as follows:

          (a)  First,  to pay  all  costs  and  expenses,  including  reasonable
attorney's  fees,  incurred by the  Collateral  Agent or the Secured  Parties in
connection  with the  management,  sale,  liquidation  or other  disposition  or
realization of the Collateral;

          (b) Then, to the Secured Parties for application toward the payment of
the  then  outstanding  Obligations  owed to each  Secured  Party,  which  arise
pursuant to the Secured  Notes,  the A/R Note and the Special  Investment  Note,
pro-rata;  provided,  however,  that  no  amounts  shall  be  disbursed  by  the
Collateral  Agent to a Secured Party which exceed the amount of the  Obligations
actually owed to such Secured Party; and

          (c) Then, the balance, if any, to be returned to the Company.

     9.   RELEASE OF SECURITY INTEREST. Upon payment in full of all Obligations,
the Secured Parties shall release the security interest created hereby and shall
execute and deliver to the Financing  Companies such termination  statements and
other agreements and documents as the Financing Companies may reasonably request
to evidence such payment and release.

     10.  POWER OF ATTORNEY.  The Financing Companies hereby constitute the EXTL
Investors as the  Financing  Companies'  attorney-in-fact  with power,  upon the
occurrence  and during the  continuance of an event of default (as defined under
the  Secured  Notes,  the A/R Note and the  Special  Investment  Note to which a
Secured  Party  is owed  repayment),  to do all  acts and  things  necessary  or
desirable  to enforce the Secured  Parties'  rights under this  Agreement.  This
power of attorney is coupled  with an interest and is  irrevocable  until all of
the Obligations are paid in full.

     11.  NOTICES.  All notices and other  communications given or made pursuant
hereto  shall be in writing  and shall be deemed to have been duly given or made
as of the date  delivered,  mailed or  transmitted,  and shall be effective upon
receipt,  if  delivered  personally,  mailed by  registered  or  certified  mail
(postage  prepaid,  return  receipt  requested)  to the parties at the following
addresses  (or at such other  address for a party as shall be  specified by like
changes of address) or sent by electronic  transmission to the telecopier number
specified below:

          (a)  If to the Financing Companies:

               eGlobe Financing Corporation


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               IDX Financing Corporation
               Telekey Financing Corporation
               1250 24th Street, N.W.
               Suite 725
               Washington, DC  20037
               Telecopier No.:  202-882-8984
               Attention:  Chairman

          (b)  If to the Parent:

               eGlobe, Inc.
               1250 24th Street, N.W.
               Suite 725
               Washington, DC  20037
               Telecopier No.:  202-882-8984
               Attention:  Chairman

          (c)  If to EXTL Investors or the Collateral Agent:

               EXTL Investors, LLC
               850 Cannon, Suite 200
               Hurst, TX 76054
               Telecopier No.:  817-428-3899
               Attention: Ronald Jensen

          (d)  If to Special Investment:

               Special Investment Risks, LLC
               850 Cannon, Suite 200
               Hurst, TX 76054
               Telecopier No.: 817-428-3899
               Attention: Ronald Jensen

     12.  HEADINGS.  The headings  contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning or  interpretation  of
this Agreement.

     13.  SEVERABILITY.  If any term or other  provision  of this  Agreement  is
invalid,  illegal or  incapable  of being  enforced by any rule of law or public
policy, all other conditions and provisions of this Agreement shall nevertheless
remain in full force and effect so long as the  economic or legal  substance  of
the transactions  contemplated  hereby is not affected in any manner  materially
adverse to any party. Upon such  determination  that any term or other provision
is invalid,  illegal or incapable of being  enforced,  the parties  hereto shall
negotiate  in good faith to modify this  Agreement  so as to effect the original
intent of the parties as closely as possible in an acceptable  manner to the end
that transactions contemplated hereby are fulfilled to the extent possible.

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     14.  ENTIRE  AGREEMENT.   This  Agreement   (together  with  the  Schedules
delivered  pursuant  hereto,  the  Loan  and  Note  Purchase  Agreement  and the
Revolving  Credit  Note  Agreement,  as  referred  to  or  incorporated  herein)
constitutes  the  entire  agreement  of the  parties  and  supersedes  all prior
agreements and undertakings,  both written and oral, between the parties, or any
of them,  with  respect  to the  subject  matter  hereof,  except  as  otherwise
expressly  provided herein, are not intended to confer upon any other person any
rights or remedies hereunder.

     15.  SPECIFIC PERFORMANCE.  The transactions contemplated by this Agreement
are unique.  Accordingly,  each of the parties  acknowledges and agrees that, in
addition to all other remedies to which it may be entitled,  each of the parties
hereto is entitled to a decree of specific  performance,  provided such party is
not in material default hereunder.

     16.  ASSIGNMENT. Neither this Agreement nor any of the rights, interests or
obligations hereunder shall be assigned by any of the parties hereto (whether by
operation of law or otherwise)  without the prior  written  consent of the other
parties.  Subject to the preceding  sentence,  this  Agreement  shall be binding
upon,  inure to the  benefit  of and be  enforceable  by the  parties  and their
respective successors and assigns.

     17.  THIRD PARTY  BENEFICIARIES.  This Agreement  shall be binding upon and
inure solely to the benefit of each party hereto, and nothing in this Agreement,
express or implied,  is intended  to or shall  confer upon any other  person any
right,  benefit  or remedy of any nature  whatsoever  under or by reason of this
Agreement.

     18.  FEES AND EXPENSES. Except as otherwise provided for in this Agreement,
each  party  hereto  shall pay its own  fees,  costs and  expenses  incurred  in
connection with this Agreement and in the  preparation  for and  consummation of
the transactions provided for herein.

     19.  AMENDMENT.  This  Agreement may not be amended except by an instrument
in writing signed by the parties hereto.

     20.  CONSENT REQUIRED.  Any term, covenant,  agreement or condition of this
Agreement  may,  with the  consent  of the  Financing  Companies,  be amended or
compliance  therewith may be waived (either generally or in particular  instance
and either  retroactively or  prospectively),  if the Financing  Companies shall
have obtained the consent in writing of the Secured Parties.

     21.  GOVERNING LAW. All corporate law matters  arising under this Agreement
shall be governed by and construed in  accordance  with the laws of the State of
Delaware,  and all other matters  arising under this Agreement shall be governed
by and construed in accordance with the laws of the State of Texas, in each case
regardless of the laws that might otherwise govern under  applicable  principles
of conflicts of law.  Each of the parties  consents to the  jurisdiction  of the
federal courts whose  districts  encompass any part of the State of Texas or the
state courts of the State of Texas in connection  with any dispute arising under
this  Agreement and hereby waives,  to the

                                       10
<PAGE>

maximum extent permitted by law, any objection, including any objection based on
forum  non  conveniens,   to  the  bringing  of  any  such  proceeding  in  such
jurisdictions.

     Notwithstanding the foregoing,  it is the intention of the parties that, to
the  extent  local law would  govern  with  respect to  Collateral  located in a
particular  jurisdiction,  this  Agreement  shall  create a  security  interest,
floating  charge or similar grant of rights under such local law with respect to
Collateral located in such jurisdiction.

     22.  COUNTERPARTS.  This  Agreement may be executed and delivered in one or
more counterparts, and by the different parties hereto in separate counterparts,
each of which when executed and delivered  shall be deemed to be an original but
all of which taken together shall constitute one and the same agreement.

                  [Remainder of Page Intentionally Left Blank]


                                       11
<PAGE>

         IN WITNESS  WHEREOF,  the Financing  Companies and the Secured  Parties
have caused this Agreement to be executed as of the date first above written.

                                        EGLOBE, INC.

                                        By:
                                           -------------------------------
                                        Title:
                                              ----------------------------

                                        Address: 1250 24th Street, NW
                                                 Suite 725
                                                 Washington, DC  20037


                                        EGLOBE FINANCING CORPORATION

                                        By:
                                           -------------------------------
                                        Title:
                                              ----------------------------

                                        Address: 1250 24th Street, NW
                                                 Suite 725
                                                 Washington, DC  20037


                                        IDX FINANCING CORPORATION

                                        By:
                                           -------------------------------
                                        Title:
                                              ----------------------------

                                        Address: 1250 24th Street, NW
                                                 Suite 725
                                                 Washington, DC  20037


                                        TELEKEY FINANCING CORPORATION

                                        By:
                                           -------------------------------
                                        Title:
                                              ----------------------------

                                        Address: 1250 24th Street, NW
                                                 Suite 725
                                                 Washington, DC  20037


                                       12
<PAGE>

                                        EXTL INVESTORS, LLC

                                        By:
                                           -------------------------------
                                        Title:
                                              ----------------------------

                                        Address: 850 Cannon, Suite 200
                                                 Hurst, TX 76054


                                        SPECIAL INVESTMENT RISKS, LLC

                                        By:
                                           -------------------------------
                                        Title:
                                              ----------------------------

                                        Address: 850 Cannon, Suite 200
                                                 Hurst, TX 76054


                                        EXTL INVESTORS, LLC, as Collateral Agent

                                        By:
                                           -------------------------------
                                        Title:
                                              ----------------------------

                                        Address: 850 Cannon, Suite 200
                                                 Hurst, TX 76054


                                       13
<PAGE>

                                   SCHEDULE 1

                     Collateral, Location, Title Exceptions

COLLATERAL DESCRIPTION:

     See Attachment A

COLLATERAL LOCATION:

     All collateral owned by eGlobe Financing is located at:

          4260 E. Evans Avenue
          Denver, Colorado 80222

                   OR

          Banehojvej 19 8600
          Silkeborg, Denmark

                   OR

          Rm. 2503-4
          CLI Building, 313-317,
          Hennessy Road
          Wanchai Hong Kong

                   OR

          Suite 1
          Millpool House, Mill Lane
          Godalming Suri GU7EY England

                   OR

          with respect to the Caviars:  See Attachment B


     All collateral owned by IDX Financing is located at:

          11410 Issac Newton Square North, Suite 101
          Reston, Virginia 20190

                   OR


<PAGE>


          Rm. 2503-4
          CLI Building, 313-317,
          Hennessy Road
          Wanchai Hong Kong

                   OR

          9F, No. 142, Nan-Kang Rd., Sec. 2
          Taipei, Taiwan

     All collateral owned by Telekey Financing is located at:

          229 Peachtree Street, Suite 1102
          Atlanta, Georgia 30303

TITLE EXCEPTIONS:

     None