EXHIBIT 10.38

               AMENDMENT NO. 2 TO LOAN AND NOTE PURCHASE AGREEMENT

          Amendment No. 2 to Loan and Note Purchase  Agreement (the "Amendment")
is entered into  as of this 5 day of April, 2000 by and  among   eGlobe, Inc., a
Delaware  corporation  ("Parent"),  eGlobe  Financing  Corporation,  a  Delaware
corporation  ("eGlobe  Financing"),   IDX  Financing  Corporation,   a  Delaware
corporation  ("IDX  Financing"),   Telekey  Financing  Corporation,  a  Delaware
corporation  ("Telekey  Financing"  and together  with eGlobe  Financing and IDX
Financing,   the  "Financing   Companies"),   eGlobe/Coast,   Inc.,  a  Delaware
corporation ("eGlobe/Coast") and EXTL Investors, LLC, a Nevada limited liability
corporation ("EXTL Investors").

          WHEREAS,  Parent,  the Financing  Companies and EXTL Investors entered
into a Loan and Note  Purchase  Agreement  dated April 9, 1999,  as amended by a
letter  agreement  dated June 16, 1999 and as further amended by Amendment No. 1
to Loan and Note Purchase Agreement dated as of June 30, 1999 (collectively, the
"Note Purchase Agreement"), pursuant to which the Financing Companies originally
borrowed  $20 million  from EXTL  Investors as evidenced by a certain 5% secured
note dated as of June 30, 1999 (the  "Secured  Notes")  and a certain  revolving
note dated as of June 30, 1999 based on the balance of accounts  receivable (the
"A/R Note");

          WHEREAS,  as  prepayment  (the  "Prepayment")  of $4 million under the
Secured  Notes,  Parent  issued to EXTL  Investors  40 shares of its 6% Series J
Cumulative  Convertible  Preferred Stock and appropriate  notations were made on
the Secured Notes reflecting such Prepayment;

          WHEREAS,  on December 2, 1999,  Coast  International,  Inc.  ("Coast")
merged with and into 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 Risks, LLC, Nevada
limited liability company ("Special  Investment") has lent to Coast an aggregate
principal  amount of  $3,250,000  as evidenced  by a promissory  note, a copy of
which is attached hereto as Exhibit A ("Special Investment Note");

          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;

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          WHEREAS,  EXTL Investors and Special Investment are each affiliates of
Ronald Jensen;

          WHEREAS, EXTL Investors has consented to eGlobe/Coast's  assumption of
the  obligations  under the  Special  Investment  Note and has  agreed to permit
Parent and the Financing  Companies to guarantee the Special Investment Note and
to secure  such  guarantee  and to waive its rights to  require  Parent to cause
eGlobe/Coast to convey to one of the Financing Companies the assets described in
Exhibit G-2 of the Note Purchase  Agreement on the condition  that  eGlobe/Coast
guarantee  repayment  of the  Secured  Notes  and the A/R Note and  secure  such
guarantee as hereinafter set forth; and

          WHEREAS,  the parties  desire to make certain  amendments  to the Note
Purchase Agreement intended to give the Special Investment Note the full benefit
of certain of the security  arrangements  contained  therein and in the security
agreements  and other  documents  referred to therein and to further  secure the
Secured Notes and the A/R Note.

          NOW THEREFORE, the parties hereto do hereby agree as follows:

          1. Capitalized terms used herein and not defined herein shall have the
meaning  ascribed  to  them  in the  Note  Purchase  Agreement.  All  terms  and
provisions of the Note Purchase Agreement,  as amended hereby, shall continue in
full force and effect, and are hereby confirmed in all respects.

          2. EXTL  Investors  hereby  acknowledges  that in connection  with the
Coast Merger that 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 hereby consents to such  assumption.  EXTL Investors  hereby
consents to (i) Parent and the Financing Companies guaranteeing repayment of the
Special  Investment  Note,  (ii) the  Financing  Companies  granting  a security
interest to Special  Investment  in the assets  described  in Exhibit G-1 of the
Note Purchase Agreement and (iii)  eGlobe/Coast  granting a security interest to
Special  Investment in the assets  described in Exhibit G-2 of the Note Purchase
Agreement.

          3. EXTL Investors  hereby waives its right under Section 1.2(f) of the
Note Purchase Agreement to require Parent to convey or cause its subsidiaries to
convey to the Financing Companies,  during the period in which the Secured Notes
and the A/R Note are  outstanding,  the assets  acquired in the Coast Merger and
which are described in Exhibit G-2 of the Note Purchase Agreement.

          4. eGlobe/Coast shall guarantee the repayment of the Secured Notes and
the  A/R  Note  by  entering  into  a  Guaranty  (the  "eGlobe/Coast  Guaranty")
substantially  in the form attached  hereto as Exhibit B for the benefit of EXTL
Investors.

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<PAGE>

          5. eGlobe/Coast shall grant a security interest in those of its assets
which are  described  in Exhibit G-2 of the Note  Purchase  Agreement to each of
EXTL  Investors  and  Special  Investment  (collectively,  the  "Investors")  in
proportion to all amounts due and payable under each of the Secured  Notes,  the
A/R Note and the Special  Investment Note by entering into a Security  Agreement
(the  "eGlobe/Coast  Security  Agreement")  substantially  in the form  attached
hereto as Exhibit C. In the event that any of eGlobe/Coast's assets described in
Exhibit  G-2 of  the  Note  Purchase  Agreement  are  already  encumbered  by an
Encumbrance  that is not  prohibited  under the Note Purchase  Agreement,  it is
intended that the Investors would receive a second priority security interest in
such  assets to the  extent  permitted  by the  documents  evidencing  the first
security  interest,  and eGlobe/Coast and the Parent agree to use all reasonable
efforts to obtain  such  consents as may be  necessary  from the holders of such
first  security  interests to allow a second  security  interest to be placed on
such assets for the benefit of the Investors.

          6. Parent and the Financing Companies shall guarantee the repayment of
the Special  Investment Note by entering into a Guaranty (the "eGlobe Guaranty")
substantially  in the form  attached  hereto  as  Exhibit D for the  benefit  of
Special Investment.

          7. The Financing Companies shall grant a security interest in those of
their assets which are described in Exhibit G-1 of the Note  Purchase  Agreement
to EXTL  Investors  and Special  Investment in proportion to all amounts due and
payable under each of the Secured Notes, the A/R Note and the eGlobe Guaranty by
amending and restating the Security Agreement substantially in the form attached
hereto as Exhibit E.

          8. This  Amendment  No. 2 to Loan and Note  Purchase  Agreement may be
executed in several counterparts, each of which is an original, but all of which
together constitute one and the same agreement.

          9. All  corporate law matters  arising  under this  Amendment No. 2 to
Loan  and  Note  Purchase  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 Amendment No. 2 to Loan
and Note Purchase  Agreement and hereby waives,  to the 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.

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<PAGE>

     IN WITNESS WHEREOF, the parties have executed this Amendment as of the date
first set forth above.

                                        EGLOBE, INC.

                                        By:
                                           -------------------------------------

                                        Name/Title:
                                                  ------------------------------


                                        EGLOBE FINANCING CORPORATION

                                        By:
                                           -------------------------------------

                                        Name/Title:
                                                  ------------------------------


                                        IDX FINANCING CORPORATION

                                        By:
                                           -------------------------------------

                                        Name/Title:
                                                  ------------------------------


                                        TELEKEY FINANCING CORPORATION

                                        By:
                                           -------------------------------------

                                        Name/Title:
                                                  ------------------------------


                                        EGLOBE/COAST, INC.

                                        By:
                                           -------------------------------------

                                        Name/Title:
                                                  ------------------------------


                                        EXTL INVESTORS, LLC

                                        By:
                                           -------------------------------------

                                        Name/Title:
                                                  ------------------------------


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